<PAGE>   1
    As filed with the Securities and Exchange Commission on December 16, 1996
                                                    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)

                                715 Morris Avenue
                          Springfield, New Jersey 07081
               (Address of principal executive offices) (Zip code)

                  Bed Bath & Beyond Inc. 1996 Stock Option Plan
                            (Full title of the Plan)

                              Mr. Warren Eisenberg
                             Bed Bath & Beyond Inc.
                                715 Morris Avenue
                          Springfield, New Jersey 07081
                                 (201) 379-1520

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                               Klaus Eppler, Esq.
                      Proskauer Rose Goetz & Mendelsohn LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000
                                   
                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of securities to be registered               Amount to be         Proposed maximum        Proposed maximum        Amount of
                                                  registered(1)          offering price        aggregate offering      Registration
                                                                          per share(2)              price(2)               Fee
<S>                                              <C>                   <C>                    <C>                      <C>

Common Stock, par value $.01 per share           2,000,000 shares           $ 24.4375             $50,875,000            $15,416.67

</TABLE>


(1)      The maximum number of shares as to which awards may be granted under
         the Bed Bath & Beyond Inc. 1996 Stock Option Plan (the "Plan").
         Pursuant to Rule 416 of the Securities Act of 1933, as amended, 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 Plan.

(2)      Computed pursuant to Rule 457(h) promulgated under the Securities Act
         of 1933 and is the product of multiplying the 2,000,000 shares as to
         which options may be granted by $24.4375 which is the average of the
         high and low price of the Registrant's Common Stock reported on the
         Nasdaq National Market on December 12, 1996. The price stated is
         estimated solely for the purpose of calculating the Registration Fee.
<PAGE>   2
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

                  The Section 10(a) prospectus for the Bed Bath & Beyond Inc.
1996 Stock Option Plan is 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 2,000,000 shares of its common stock, par
value $.01 per share (the "Common Stock"), which are issuable pursuant to the
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 February
                  25, 1996.

         (2)      Quarterly Report on Form 10-Q for the quarter ended May 26,
                  1996.

         (3)      Quarterly Report on Form 10-Q for the quarter ended August 25,
                  1996.

         (3)      Definitive Proxy Statement dated May 28, 1996 filed in
                  connection with the Company's 1996 Annual Meeting of
                  Shareholders.

         (4)      The description of the Company's 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.

         Certain legal matters relating to the issuance of the shares of Common
         Stock offered hereby have been passed upon by Proskauer Rose Goetz &
         Mendelsohn LLP, 1585 Broadway, New York, New York 10036.

         Klaus Eppler, Esq., a member of Proskauer Rose Goetz & Mendelsohn LLP,
         is a director 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 right to indemnification pursuant to this Article V 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 hereof and
shall continue to exist after any future rescission or restrictive modification
hereof 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 of 1933 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 of
1933 and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

ITEM 8.  Exhibits.

      Exhibit
      Number      Description
      -------     -----------
         3.1      Amended and Restated Certificate of Incorporation of the
                  Company (incorporated by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  33-47250))

         3.2      By-laws of the Company (incorporated by reference to Exhibit
                  3.2 to the Company's Registration Statement on Form S-1
                  (Registration No. 33-47250))

         5.1      Opinion of Proskauer Rose Goetz & Mendelsohn LLP*

         23.1     Consent of KPMG Peat Marwick LLP*

         23.2     Consent of Proskauer Rose Goetz & Mendelsohn LLP (included in
                  Exhibit 5.1)*

         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 




                                        5
<PAGE>   6
                  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;

                  (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 or Form
                  S-8, 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 of 1933, 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 of 1933 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 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 Act and will be governed by the final adjudication of
such issue.


                                       6
<PAGE>   7
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
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 December 16, 1996.

                                      BED BATH & BEYOND INC.

                                      By:  /s/Warren Eisenberg
                                           ---------------------------------
                                           Warren Eisenberg, 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 of 1933, 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                                   Chairman, Co-Chief Executive             December 16, 1996
-----------------------------------------                    Officer and Director    
Warren Eisenberg                                        (Principal Executive Officer)
                                                          

/s/Leonard Feinstein                                 President, Co-Chief Executive             December 16, 1996
-----------------------------------------                Officer and Director
Leonard Feinstein                                         

/s/Robert J. Swartz                                             Director                       December 16, 1996
-----------------------------------------
Robert J. Swartz

/s/Klaus Eppler                                                 Director                       December 16, 1996
-----------------------------------------
Klaus Eppler

/s/Robert S. Kaplan                                             Director                       December 16, 1996
-----------------------------------------
Robert S. Kaplan

/s/Ronald Curwin                                        Chief Financial Officer                December 16, 1996
-----------------------------------------                and Treasurer (Principal
Ronald Curwin                                                Financial and    
                                                            Accounting Officer)
</TABLE>

                                                             
                                                          
<PAGE>   8
                                  EXHIBIT INDEX

     Exhibit
      Number                     Description
     -------                     -----------

         3.1      Amended and Restated Certificate of Incorporation of the
                  Company (incorporated by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  33-47250))

         3.2      By-laws of the Company (incorporated by reference to Exhibit
                  3.2 to the Company's Registration Statement on Form S-1
                  (Registration No. 33-47250))

         5.1      Opinion of Proskauer Rose Goetz & Mendelsohn LLP*

         23.1     Consent of KPMG Peat Marwick LLP*

         23.2     Consent of Proskauer Rose Goetz & Mendelsohn LLP (included in
                  Exhibit 5.1)*

         24       Power of Attorney (included on signature page)*

         *  Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20683}]
{"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": "333-18011", "film-number": "96681824"}, "business-address": {"street1": "715 MORRIS AVE", "city": "SPRINGFIELD", "state": "NJ", "zip": "07081", "phone": "2013791520"}, "mail-address": {"street1": "715 MORRIS AVENUE", "city": "SPRINGFIELD", "state": "NJ", "zip": "07081"}}
1
    As filed with the Securities and Exchange Commission on December 16, 1996
                                                    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)

                                715 Morris Avenue
                          Springfield, New Jersey 07081
               (Address of principal executive offices) (Zip code)

                  Bed Bath & Beyond Inc. 1996 Stock Option Plan
                            (Full title of the Plan)

                              Mr. Warren Eisenberg
                             Bed Bath & Beyond Inc.
                                715 Morris Avenue
                          Springfield, New Jersey 07081
                                 (201) 379-1520

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                               Klaus Eppler, Esq.
                      Proskauer Rose Goetz & Mendelsohn LLP
                                  1585 Broadway
                            New York, New York 10036
                                 (212) 969-3000
                                   
                         CALCULATION OF REGISTRATION FEE
Title of securities to be registered               Amount to be         Proposed maximum        Proposed maximum        Amount of
                                                  registered(1)          offering price        aggregate offering      Registration
                                                                          per share(2)              price(2)               Fee
Common Stock, par value $.01 per share           2,000,000 shares           $ 24.4375             $50,875,000            $15,416.67
(1)      The maximum number of shares as to which awards may be granted under
         the Bed Bath & Beyond Inc. 1996 Stock Option Plan (the "Plan").
         Pursuant to Rule 416 of the Securities Act of 1933, as amended, 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 Plan.

(2)      Computed pursuant to Rule 457(h) promulgated under the Securities Act
         of 1933 and is the product of multiplying the 2,000,000 shares as to
         which options may be granted by $24.4375 which is the average of the
         high and low price of the Registrant's Common Stock reported on the
         Nasdaq National Market on December 12, 1996. The price stated is
         estimated solely for the purpose of calculating the Registration Fee.
2
                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

                  The Section 10(a) prospectus for the Bed Bath & Beyond Inc.
1996 Stock Option Plan is 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 2,000,000 shares of its common stock, par
value $.01 per share (the "Common Stock"), which are issuable pursuant to the
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 February
                  25, 1996.

         (2)      Quarterly Report on Form 10-Q for the quarter ended May 26,
                  1996.

         (3)      Quarterly Report on Form 10-Q for the quarter ended August 25,
                  1996.

         (3)      Definitive Proxy Statement dated May 28, 1996 filed in
                  connection with the Company's 1996 Annual Meeting of
                  Shareholders.

         (4)      The description of the Company's 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.

         Certain legal matters relating to the issuance of the shares of Common
         Stock offered hereby have been passed upon by Proskauer Rose Goetz &
         Mendelsohn LLP, 1585 Broadway, New York, New York 10036.

         Klaus Eppler, Esq., a member of Proskauer Rose Goetz & Mendelsohn LLP,
         is a director 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 right to indemnification pursuant to this Article V 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 hereof and
shall continue to exist after any future rescission or restrictive modification
hereof 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 of 1933 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 of
1933 and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

ITEM 8.  Exhibits.

      Exhibit
      Number      Description
      -------     -----------
         3.1      Amended and Restated Certificate of Incorporation of the
                  Company (incorporated by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  33-47250))

         3.2      By-laws of the Company (incorporated by reference to Exhibit
                  3.2 to the Company's Registration Statement on Form S-1
                  (Registration No. 33-47250))

         5.1      Opinion of Proskauer Rose Goetz & Mendelsohn LLP*

         23.1     Consent of KPMG Peat Marwick LLP*

         23.2     Consent of Proskauer Rose Goetz & Mendelsohn LLP (included in
                  Exhibit 5.1)*

         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 

                                        5
6
                  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;

                  (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 or Form
                  S-8, 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 of 1933, 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 of 1933 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 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 Act and will be governed by the final adjudication of
such issue.

                                       6
7
                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
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 December 16, 1996.

                                      BED BATH & BEYOND INC.

                                      By:  /s/Warren Eisenberg
                                           ---------------------------------
                                           Warren Eisenberg, 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
NAME                                       CAPACITY                              DATE
/s/Warren Eisenberg                                   Chairman, Co-Chief Executive             December 16, 1996
-----------------------------------------                    Officer and Director    
Warren Eisenberg                                        (Principal Executive Officer)
                                                          

/s/Leonard Feinstein                                 President, Co-Chief Executive             December 16, 1996
-----------------------------------------                Officer and Director
Leonard Feinstein                                         

/s/Robert J. Swartz                                             Director                       December 16, 1996
-----------------------------------------
Robert J. Swartz

/s/Klaus Eppler                                                 Director                       December 16, 1996
-----------------------------------------
Klaus Eppler

/s/Robert S. Kaplan                                             Director                       December 16, 1996
-----------------------------------------
Robert S. Kaplan

/s/Ronald Curwin                                        Chief Financial Officer                December 16, 1996
-----------------------------------------                and Treasurer (Principal
Ronald Curwin                                                Financial and    
                                                            Accounting Officer)
8
                                  EXHIBIT INDEX

     Exhibit
      Number                     Description
     -------                     -----------

         3.1      Amended and Restated Certificate of Incorporation of the
                  Company (incorporated by reference to Exhibit 3.1 to the
                  Company's Registration Statement on Form S-1 (Registration No.
                  33-47250))

         3.2      By-laws of the Company (incorporated by reference to Exhibit
                  3.2 to the Company's Registration Statement on Form S-1
                  (Registration No. 33-47250))

         5.1      Opinion of Proskauer Rose Goetz & Mendelsohn LLP*

         23.1     Consent of KPMG Peat Marwick LLP*

         23.2     Consent of Proskauer Rose Goetz & Mendelsohn LLP (included in
                  Exhibit 5.1)*

         24       Power of Attorney (included on signature page)*

         *  Filed herewith.