Mail Stop 3561

								            February 16,
2006

Mr. Eugene A. Castagna
Chief Financial Officer and Treasurer
Bed Bath & Beyond Inc.
650 Liberty Avenue
Union, New Jersey 07083

		RE:	Bed Bath & Beyond Inc.
			Form 10-K for Fiscal Year Ended February 26, 2005
			Filed May 12, 2005
Forms 10-Q for Fiscal Quarters Ended May 28, August 27, and
November
26, 2005
			File No. 0-20214

Dear Mr. Castagna:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your disclosures in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation. In some of our comments, we may ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.











Form 10-K for Fiscal Year Ended February 26, 2005

Financial Statements, page 22

Note 1.  Summary of Significant Accounting Policies and Related
Matters, page 26

D.  Segments, page 26

1. Please tell us in detail how you determined that you have only
one
operating segment, as that term is discussed in paragraphs 10-15
of
SFAS 131.  In this regard, based on your disclosures under Item 1
Business, including your disclosures under the subheading
Management,
we would expect that you have either separate operating segments
by
store type, or separate operating segments by region.

	If, after reassessing the guidance in SFAS 131, you determine
you have multiple operating segments, please either revise your
disclosures in future filings to present the additional applicable
reportable segments, or tell us in detail your basis for
aggregating
operating segments into one reportable segment.  Ensure you
address
in detail how you meet each of the aggregation criteria in
paragraph
17 of SFAS 131, including similarity of economic characteristics.
Also provide, along with your response, revenues and gross profit
by
operating segment for each of the last five years and demonstrate
how
that information supports the similarity of the economic
characteristics of the operations.

R.  Revenue Recognition, page 29

2. Reference is made to the disclosures on page 30 regarding sales
returns.  Please revise your future filings to provide all the
information required by Rules 5-04 and 12-09 of Regulation S-X,
including each year`s beginning balance, provisions, deductions,
other changes, and ending balance.  Show us what the revised
disclosure would look like for the historical periods presented.

Item 9A.  Controls and Procedures, page 44

3. We note your statement that the principal executive officer and
principal financial officer have concluded that the company`s
disclosure controls and procedures are "sufficiently" effective.
The
inclusion of such qualifying language is not permitted, thus
please
amend your filing to disclose in clear and unambiguous language
whether or not the disclosure controls and procedures are
effective.

      Moreover, we note your statement that a "control system, no
matter how well conceived and operated, can provide only
reasonable,
not absolute, assurance that the objectives of the internal
control
system are met."  Please revise to state clearly, if true, that 1)
your disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objectives, and 2) that
your
principal executive officer and principal financial officer
concluded
that your disclosure controls and procedures are effective at that
reasonable assurance level.  In the alternative, remove the
reference
to the level of assurance of your disclosure controls and
procedures.
Please refer to Section II.F.4 of Management`s Reports on Internal
Control over Financial Reporting and Certification of Disclosure
in
Exchange Act Periodic Reports, SEC Release No. 33-8238, available
on
our website at http://www.sec.gov/rules/final/33-8238.htm.

      Finally, please revise your conclusion as to the
effectiveness
of your disclosure controls and procedures to ensure you address
the
entire definition of disclosure controls and procedures in
Exchange
Act Rules 13a-15(e) and 15d-15(e).

      This comment should also be applied to your first, second,
and
third quarter Forms 10-Q, as applicable.

Exhibits 31.1 and 31.2

4. Please revise to remove the titles of the chief executive and
chief accounting officers from the first sentence of the
certifications.  Certifications should read exactly as set forth
in
Item 601(b)(31) of Regulation S-K.



	As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a response letter with your
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please file your response letter as a correspondence file
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	You may contact Staff Accountant Ta Tanisha Henderson at
(202)
551-3322, or in her absence, Robyn Manuel at (202) 551-3823, if
you
have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 551-3843 with any
other
questions.


		Sincerely,


		George F. Ohsiek, Jr.
	Branch Chief
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Mr. Eugene A. Castagna
Bed Bath & Beyond Inc.
February 16, 2006
Page 1