<PAGE>   1
     As filed with the Securities and Exchange Commission on July 3, 2001

                                                    Registration No. 333-[_____]
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                             BED BATH & BEYOND INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
            New York                                        11-2250488
           ----------                                      ------------
<S>                                              <C>
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                              Number)
</TABLE>

                               650 Liberty Avenue
       -------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                  Bed Bath & Beyond Inc. 2000 Stock Option Plan
                  Bed Bath & Beyond Inc. 2001 Stock Option Plan
                            (Full title of the Plan)

                              Mr. Warren Eisenberg
                             Bed Bath & Beyond Inc.
                               650 Liberty Avenue
                             Union, New Jersey 07083
                                 (908) 688-0888
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        ---------------------------------

                                   Copies to:
                               Klaus Eppler, Esq.
                               Proskauer Rose LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000

                        ---------------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                      Proposed maximum       Proposed maximum       Amount of
                                                  Amount to be         offering price       aggregate offering     Registration
Title of securities to be registered              registered(1)         per share(2)             price(2)              Fee
------------------------------------              ------------        ----------------       ----------------       ---------
<S>                                            <C>                    <C>                    <C>                   <C>
Common Stock, par value $.01 per share         22,000,000 shares          $29.625              $651,750,000          $162,937.50
</TABLE>

(1)      The maximum number of shares as to which awards may be granted under
         the Bed Bath & Beyond Inc. 2000 Stock Option Plan (the "2000 Plan") is
         12,000,000 and the maximum number of shares as to which awards may be
         granted under the Bed Bath & Beyond Inc. 2001 Stock Option Plan (the
         "2001 Plan" and, together with the 2000 Plan, the "Plans") is
         10,000,000. Pursuant to Rule 416 of the Securities Act of 1933, as
         amended (the "Securities Act"), this Registration Statement also
         registers such additional indeterminate number of shares of Common
         Stock as may be offered or issued to adjust for any stock splits,
         stock dividends or similar transactions, as provided for by the Plans.

(2)      Computed pursuant to Rule 457(h) promulgated under the Securities Act
         on the basis of the average of the high and low prices per share of
         common stock of Bed Bath & Beyond Inc. on June 27, 2001, as reported
         on the Nasdaq National Market.
<PAGE>   2
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

                  The Section 10(a) prospectuses for the 2000 Plan and 2001 Plan
are not being filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement.


                                        2
<PAGE>   3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Bed Bath & Beyond Inc., a New York corporation (the "Registrant" or the
"Company"), is registering herewith 22,000,000 shares of its common stock, par
value $.01 per share (the "Common Stock"), 12,000,000 of which are issuable
pursuant to the 2000 Plan and 10,000,000 of which are issuable pursuant to the
2001 Plan.

Item 3.  Incorporation of Documents by Reference

         The following documents filed with the Commission by the Company are
incorporated herein by reference:

         (1)      Annual Report on Form 10-K for the fiscal year ended March 3,
                  2001.

         (2)      The description of the Common Stock contained in the
                  Company's Registration Statement on Form 8-A, filed May 11,
                  1992, and any amendment or report filed for the purpose of
                  updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all remaining securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein and to be part hereof from the date of filing such
documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         The validity of the issuance of the shares of Common Stock offered
         hereby have been passed upon by Proskauer Rose LLP, 1585 Broadway, New
         York, New York 10036.

         Klaus Eppler, Esq., a member of Proskauer Rose LLP, is a director of
         the Company. Peter Samuels, Esq., a member of Proskauer Rose LLP, is a
         director of Bed Bath & Beyond Procurement Co. Inc., a subsidiary of the
         Company.


                                        3
<PAGE>   4
Item 6.  Indemnification of Directors and Officers.

         Section 402(b) of the New York Business Corporation Law provides that,
subject to conditions and qualifications provided by statute, a Certificate of
Incorporation may set forth a provision eliminating or limiting the personal
liability of directors to the corporation or its shareholders for damages for
any breach of duty in such capacity.

         The Company's Amended and Restated Certificate of Incorporation
provides that no director of the corporation shall be personally liable to the
corporation or any of its shareholders for damages for any breach of duty in
such capacity except for liability of any director if a judgment or other final
adjudication adverse to him establishes that his acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of law or that
he personally gained in fact a financial profit or other advantage to which he
was not legally entitled or that his acts violated Section 719 of the Business
Corporation Law. If the Business Corporation Law hereafter is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Business Corporation Law. Any repeal or
modification of this Article shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director of the corporation
existing at the time of such repeal or modification.

         The Company's By-laws provide that the corporation shall, to the
fullest extent permitted by applicable law as in effect at any time, indemnify
any director (and may indemnify any officer) made, or threatened to be made, a
party to an action or proceeding, whether civil or criminal, including an action
by or in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which any director or officer of the corporation served in any
capacity at the request of the corporation, by reason of the fact that he, his
testator or intestate, was a director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including reasonable attorneys' fees
incurred as a result of such action or proceeding, or any appeal therein;
provided that to the extent prohibited by applicable law no indemnification may
be made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled. The Company's By-laws provide that the right to indemnification
described in this paragraph is intended to be retroactive and shall, to the
extent permitted by applicable law, be available with respect to events
occurring prior to the adoption of such right of indemnification and shall
continue to exist after any future rescission or restrictive modification
thereof with respect to any alleged cause of action that accrues, or any other
incident or matter that occurs, prior to such rescission or modification.

         The Company has obtained directors and officers liability insurance
which insures the Company's officers and directors against certain liabilities.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such

                                        4
<PAGE>   5
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

<TABLE>
<CAPTION>
      Exhibit
      Number      Description
      ------      -----------
<S>               <C>
          5       Opinion of Proskauer Rose LLP*

         23.1     Consent of KPMG LLP*

         23.2     Consent of Proskauer Rose LLP (included in Exhibit 5)*

         24       Power of Attorney (included on signature page)*
</TABLE>

         *  Filed herewith.

Item 9.  Undertakings.

                  The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i) to include any prospectus required by Section 10(a)(3) of
                  the Securities Act;

                  (ii) to reflect in the prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement;


                                       5
<PAGE>   6
                  (iii) to include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the Registration Statement is on Form S-3, Form
                  S-8 or Form F-3, and the information required to be included
                  in a post-effective amendment by (i) and (ii) is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or Section 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  Registration Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                        6
<PAGE>   7
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and State of New York, on June 28, 2001.

                                        BED BATH & BEYOND INC.


                                        By: /s/Warren Eisenberg
                                            ------------------------------------
                                            Warren Eisenberg, Co-Chairman, Co-
                                            Chief Executive Officer and Director

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Warren Eisenberg and Leonard Feinstein,
and each of them acting singly, his or her attorney-in-fact, with full power of
substitution, for him or her in all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitutes, may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
                     NAME                                      CAPACITY                            DATE
                     ----                                      --------                            ----
<S>                                                 <C>                                      <C>
/s/Warren Eisenberg                                     Co-Chairman, Co-Chief                June 28, 2001
------------------------------                      Executive Officer and Director
Warren Eisenberg                                     (Principal Executive Officer)

/s/Leonard Feinstein                                    Co-Chairman, Co-Chief                June 28, 2001
------------------------------                      Executive Officer and Director
Leonard Feinstein

/s/Steven H. Temares                                  President, Chief Operating             June 28, 2001
------------------------------                           Officer and Director
Steven H. Temares

/s/Eugene A. Castagna                                  Vice President - Finance              June 28, 2001
------------------------------                         (Principal Financial and
Eugene A. Castagna                                        Accounting Officer)

/s/Klaus Eppler                                                Director                      June 28, 2001
------------------------------
Klaus Eppler

/s/Robert S. Kaplan                                            Director                      June 28, 2001
------------------------------
Robert S. Kaplan

/s/Robert J. Swartz                                            Director                      June 28, 2001
------------------------------
Robert J. Swartz
</TABLE>
<PAGE>   8
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
     Exhibit
     Number                           Description
     ------                           -----------
<S>           <C>
      5       Opinion of Proskauer Rose LLP*

     23.1     Consent of KPMG LLP*

     23.2     Consent of Proskauer Rose LLP (included in Exhibit 5)*

     24       Power of Attorney (included on signature page)*
</TABLE>

     *  Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "y51005s-8.txt", "description": "BED BATH & BEYOND INC.", "secsgml_size_bytes": 19997}]
{"company-data": {"conformed-name": "BED BATH & BEYOND INC", "cik": "0000886158", "assigned-sic": "5700", "irs-number": "112250488", "state-of-incorporation": "NY", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64494", "film-number": "1674640"}, "business-address": {"street1": "650 LIBERTY AVENUE", "city": "UNION", "state": "NJ", "zip": "07083", "phone": "2013791520"}, "mail-address": {"street1": "715 MORRIS AVENUE", "city": "SPRINGFIELD", "state": "NJ", "zip": "07081"}}
1
     As filed with the Securities and Exchange Commission on July 3, 2001

                                                    Registration No. 333-[_____]
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             ----------------------

                             BED BATH & BEYOND INC.
             (Exact name of registrant as specified in its charter)
New York                                        11-2250488
           ----------                                      ------------
(State or other jurisdiction of                  (I.R.S. Employer Identification
 incorporation or organization)                              Number)
650 Liberty Avenue
       -------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                  Bed Bath & Beyond Inc. 2000 Stock Option Plan
                  Bed Bath & Beyond Inc. 2001 Stock Option Plan
                            (Full title of the Plan)

                              Mr. Warren Eisenberg
                             Bed Bath & Beyond Inc.
                               650 Liberty Avenue
                             Union, New Jersey 07083
                                 (908) 688-0888
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                        ---------------------------------

                                   Copies to:
                               Klaus Eppler, Esq.
                               Proskauer Rose LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000

                        ---------------------------------

                         CALCULATION OF REGISTRATION FEE
Proposed maximum       Proposed maximum       Amount of
                                                  Amount to be         offering price       aggregate offering     Registration
Title of securities to be registered              registered(1)         per share(2)             price(2)              Fee
------------------------------------              ------------        ----------------       ----------------       ---------
Common Stock, par value $.01 per share         22,000,000 shares          $29.625              $651,750,000          $162,937.50
(1)      The maximum number of shares as to which awards may be granted under
         the Bed Bath & Beyond Inc. 2000 Stock Option Plan (the "2000 Plan") is
         12,000,000 and the maximum number of shares as to which awards may be
         granted under the Bed Bath & Beyond Inc. 2001 Stock Option Plan (the
         "2001 Plan" and, together with the 2000 Plan, the "Plans") is
         10,000,000. Pursuant to Rule 416 of the Securities Act of 1933, as
         amended (the "Securities Act"), this Registration Statement also
         registers such additional indeterminate number of shares of Common
         Stock as may be offered or issued to adjust for any stock splits,
         stock dividends or similar transactions, as provided for by the Plans.

(2)      Computed pursuant to Rule 457(h) promulgated under the Securities Act
         on the basis of the average of the high and low prices per share of
         common stock of Bed Bath & Beyond Inc. on June 27, 2001, as reported
         on the Nasdaq National Market.
2
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

                  The Section 10(a) prospectuses for the 2000 Plan and 2001 Plan
are not being filed with the Securities and Exchange Commission (the
"Commission") as part of this Registration Statement.

                                        2
3
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

         Bed Bath & Beyond Inc., a New York corporation (the "Registrant" or the
"Company"), is registering herewith 22,000,000 shares of its common stock, par
value $.01 per share (the "Common Stock"), 12,000,000 of which are issuable
pursuant to the 2000 Plan and 10,000,000 of which are issuable pursuant to the
2001 Plan.

Item 3.  Incorporation of Documents by Reference

         The following documents filed with the Commission by the Company are
incorporated herein by reference:

         (1)      Annual Report on Form 10-K for the fiscal year ended March 3,
                  2001.

         (2)      The description of the Common Stock contained in the
                  Company's Registration Statement on Form 8-A, filed May 11,
                  1992, and any amendment or report filed for the purpose of
                  updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all remaining securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein and to be part hereof from the date of filing such
documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interest of Named Experts and Counsel.

         The validity of the issuance of the shares of Common Stock offered
         hereby have been passed upon by Proskauer Rose LLP, 1585 Broadway, New
         York, New York 10036.

         Klaus Eppler, Esq., a member of Proskauer Rose LLP, is a director of
         the Company. Peter Samuels, Esq., a member of Proskauer Rose LLP, is a
         director of Bed Bath & Beyond Procurement Co. Inc., a subsidiary of the
         Company.

                                        3
4
Item 6.  Indemnification of Directors and Officers.

         Section 402(b) of the New York Business Corporation Law provides that,
subject to conditions and qualifications provided by statute, a Certificate of
Incorporation may set forth a provision eliminating or limiting the personal
liability of directors to the corporation or its shareholders for damages for
any breach of duty in such capacity.

         The Company's Amended and Restated Certificate of Incorporation
provides that no director of the corporation shall be personally liable to the
corporation or any of its shareholders for damages for any breach of duty in
such capacity except for liability of any director if a judgment or other final
adjudication adverse to him establishes that his acts or omissions were in bad
faith or involved intentional misconduct or a knowing violation of law or that
he personally gained in fact a financial profit or other advantage to which he
was not legally entitled or that his acts violated Section 719 of the Business
Corporation Law. If the Business Corporation Law hereafter is amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Business Corporation Law. Any repeal or
modification of this Article shall be prospective only, and shall not adversely
affect any limitation on the personal liability of a director of the corporation
existing at the time of such repeal or modification.

         The Company's By-laws provide that the corporation shall, to the
fullest extent permitted by applicable law as in effect at any time, indemnify
any director (and may indemnify any officer) made, or threatened to be made, a
party to an action or proceeding, whether civil or criminal, including an action
by or in the right of any other corporation of any type or kind, domestic or
foreign, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which any director or officer of the corporation served in any
capacity at the request of the corporation, by reason of the fact that he, his
testator or intestate, was a director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including reasonable attorneys' fees
incurred as a result of such action or proceeding, or any appeal therein;
provided that to the extent prohibited by applicable law no indemnification may
be made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his acts were
committed in bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that he personally
gained in fact a financial profit or other advantage to which he was not legally
entitled. The Company's By-laws provide that the right to indemnification
described in this paragraph is intended to be retroactive and shall, to the
extent permitted by applicable law, be available with respect to events
occurring prior to the adoption of such right of indemnification and shall
continue to exist after any future rescission or restrictive modification
thereof with respect to any alleged cause of action that accrues, or any other
incident or matter that occurs, prior to such rescission or modification.

         The Company has obtained directors and officers liability insurance
which insures the Company's officers and directors against certain liabilities.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such

                                        4
5
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.
Exhibit
      Number      Description
      ------      -----------
5       Opinion of Proskauer Rose LLP*

         23.1     Consent of KPMG LLP*

         23.2     Consent of Proskauer Rose LLP (included in Exhibit 5)*

         24       Power of Attorney (included on signature page)*
*  Filed herewith.

Item 9.  Undertakings.

                  The undersigned Registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i) to include any prospectus required by Section 10(a)(3) of
                  the Securities Act;

                  (ii) to reflect in the prospectus any facts or events arising
                  after the effective date of the Registration Statement (or the
                  most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement;

                                       5
6
                  (iii) to include any material information with respect to the
                  plan of distribution not previously disclosed in the
                  Registration Statement or any material change to such
                  information in the Registration Statement;

                  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
                  not apply if the Registration Statement is on Form S-3, Form
                  S-8 or Form F-3, and the information required to be included
                  in a post-effective amendment by (i) and (ii) is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or Section 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  Registration Statement.

         (2)      That, for the purpose of determining any liability under the
                  Securities Act, each such post-effective amendment shall be
                  deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                        6
7
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and State of New York, on June 28, 2001.

                                        BED BATH & BEYOND INC.

                                        By: /s/Warren Eisenberg
                                            ------------------------------------
                                            Warren Eisenberg, Co-Chairman, Co-
                                            Chief Executive Officer and Director

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Warren Eisenberg and Leonard Feinstein,
and each of them acting singly, his or her attorney-in-fact, with full power of
substitution, for him or her in all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitutes, may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
NAME                                      CAPACITY                            DATE
                     ----                                      --------                            ----
/s/Warren Eisenberg                                     Co-Chairman, Co-Chief                June 28, 2001
------------------------------                      Executive Officer and Director
Warren Eisenberg                                     (Principal Executive Officer)

/s/Leonard Feinstein                                    Co-Chairman, Co-Chief                June 28, 2001
------------------------------                      Executive Officer and Director
Leonard Feinstein

/s/Steven H. Temares                                  President, Chief Operating             June 28, 2001
------------------------------                           Officer and Director
Steven H. Temares

/s/Eugene A. Castagna                                  Vice President - Finance              June 28, 2001
------------------------------                         (Principal Financial and
Eugene A. Castagna                                        Accounting Officer)

/s/Klaus Eppler                                                Director                      June 28, 2001
------------------------------
Klaus Eppler

/s/Robert S. Kaplan                                            Director                      June 28, 2001
------------------------------
Robert S. Kaplan

/s/Robert J. Swartz                                            Director                      June 28, 2001
------------------------------
Robert J. Swartz
8
                                  EXHIBIT INDEX
Exhibit
     Number                           Description
     ------                           -----------
5       Opinion of Proskauer Rose LLP*

     23.1     Consent of KPMG LLP*

     23.2     Consent of Proskauer Rose LLP (included in Exhibit 5)*

     24       Power of Attorney (included on signature page)*
*  Filed herewith.