Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Waltzinger G. William Jr

2. Date of Event Requiring Statement (MM/DD/YYYY) 8/4/2019

3. Issuer Name and Ticker or Trading Symbol

BED BATH & BEYOND INC [BBBY]

(Last) (First) (Middle)

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

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

_____ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
See Remarks /

(Street)

UNION, NJ 07083

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	78402.702	D
Common Stock, par value $0.01 per share	6594.408 ⁽¹⁾	I	By immediate family member

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	5/10/2020	Common Stock	26019	$68.91	D
Employee Stock Option (right to buy)	⁽²⁾	5/10/2021	Common Stock	26930	$69.775	D
Employee Stock Option (right to buy)	⁽²⁾	5/12/2022	Common Stock	28626	$62.34	D
Employee Stock Option (right to buy)	⁽³⁾	5/11/2023	Common Stock	25955	$70.955	D
Employee Stock Option (right to buy)	⁽⁴⁾	5/10/2024	Common Stock	50565	$45.525	D
Employee Stock Option (right to buy)	⁽⁵⁾	5/10/2025	Common Stock	63178	$37.495	D
Employee Stock Option (right to buy)	⁽⁶⁾	5/10/2026	Common Stock	139309	$16.845	D
Employee Stock Option (right to buy)	⁽⁷⁾	5/10/2027	Common Stock	143541	$15.681	D
Performance Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	8265	⁽⁹⁾	D

Explanation of Responses:
(1)	Represents shares held by an immediate family member of Mr. Waltzinger. Mr. Waltzinger disclaims beneficial ownership of such shares.
(2)	The Employee Stock Options are fully exercisable.
(3)	20,764 shares of the Employee Stock Options are exercisable. The remaining 5,191 will become exercisable on 5/11/2020.
(4)	30,339 shares of the Employee Stock Options are exercisable. The remaining 20,226 will become exercisable in 2 remaining equal annual installments starting on 5/10/2020.
(5)	25,271 shares of the Employee Stock Options are exercisable. The remaining 37,907 will become exercisable in 3 remaining equal annual installments starting on 5/10/2020.
(6)	27,861 shares of the Employee Stock Options are exercisable. The remaining 111,448 will become exercisable in 4 remaining equal annual installments starting on 5/10/2020.
(7)	The Employee Stock Options become exercisable in five equal annual installments commencing on 5/10/2020.
(8)	With certain exceptions, the PSUs vest on 5/10/2020 subject to Mr. Waltzinger's continued service to the Company on such date.
(9)	The PSUs convert on a one-for-one basis into common stock.

Remarks:
Mr. Waltzinger is President - Bed Bath & Beyond Business Units.

Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Waltzinger G. William Jr C/O BED BATH & BEYOND INC. 650 LIBERTY AVENUE UNION, NJ 07083			See Remarks

Signatures
/s/ Louis Rambo, Attorney-in-Fact		8/14/2019
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.