Edgar Filing: TEMARES STEVEN H

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TEMARES STEVEN H

2. Issuer Name and Ticker or Trading Symbol
BED BATH & BEYOND INC [BBBY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Executive Officer

(Last)

(First)

(Middle)

C/O BED BATH & BEYOND INC., 650 LIBERTY AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2006

(Street)

UNION, NJ 07083

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 11.4688

12/27/2006

120,000

⁽¹⁾

03/13/2010

Common Stock

120,000

⁽²⁾

480,000

Employee Stock Option (right to buy)

$ 15.8125

12/27/2006

120,000

⁽¹⁾

03/13/2010

Common Stock

120,000

⁽²⁾

120,000

Employee Stock Option (right to buy)

$ 23.7815

12/27/2006

120,000

⁽¹⁾

03/30/2011

Common Stock

120,000

⁽²⁾

180,000

Employee Stock Option (right to buy)

$ 24.5938

12/27/2006

120,000

⁽¹⁾

03/30/2011

Common Stock

120,000

⁽²⁾

120,000

Employee Stock Option (right to buy)

$ 31.615

12/27/2006

180,000

⁽³⁾

03/06/2012

Common Stock

180,000

⁽²⁾

120,000

Employee Stock Option (right to buy)

$ 32.52

12/27/2006

180,000

⁽⁴⁾

03/06/2012

Common Stock

180,000

⁽²⁾

180,000

Employee Stock Option (right to buy)

$ 38.22

12/27/2006

320,000

⁽⁵⁾

04/25/2013

Common Stock

320,000

⁽²⁾

80,000

Employee Stock Option (right to buy)

$ 38.765

12/27/2006

320,000

⁽⁶⁾

04/25/2013

Common Stock

320,000

⁽²⁾

320,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TEMARES STEVEN H C/O BED BATH & BEYOND INC. 650 LIBERTY AVENUE UNION, NJ 07083	X		Chief Executive Officer

Signatures

/s/ Ori Solomon, Attorney-in-Fact		12/29/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The Employee Stock Option is fully vested and presently exercisable.
(2)	Represents an increase to the exercise price of the option to the fair market value on the deemed new measurement date recommended by the spercial committee of the Board of Directors of the Issuer in connection with a review of the stock option grants and restricted share awards made by the Issuer. The Reporting Person has declined to receive any payment or other consideration in respect of such adjustment.
(3)	The 120,000 Employee Stock Options shown in column 10 are fully vested and presently exercisable.
(4)	120,000 Employee Stock Options are fully vested and presently exercisable and the remaining 80,000 Employee Stock Options vest and become exercisable on March 6, 2007.
(5)	The 80,000 Employee Stock Options shown in column 10 are fully vested and presently exercisable.
(6)	160,000 Employee Stock Options are fully vested and presently exercisable and an additional 80,000 Employee Stock Options vest and become exercisable on each of April 25, 2007 and April 25, 2008.

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