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) 05/10/2018 (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 Common Stock, par value $0.01 per share 05/10/2018   M(1)   57,365 A (2) 699,812 D   Common Stock, par value $0.01 per share 05/10/2018   M(1)   68,649 A (2) 768,461 D   Common Stock, par value $0.01 per share 05/10/2018   F(3)   33,810 D $ 16.845 734,651 D   Common Stock, par value $0.01 per share 05/11/2018   M(1)   36,805 A (2) 771,456 D   Common Stock, par value $0.01 per share 05/11/2018   F(3)   18,127 D $ 16.845 753,329 D   Common Stock, par value $0.01 per share 05/12/2018   M(1)   38,949 A (2) 792,278 D   Common Stock, par value $0.01 per share               99,336 I By Family Limited Partnership (4) Common Stock, par value $0.01 per share               5,000 I By Family Limited Partnership (5)

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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	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$ 16.845	05/10/2018		A		194,199		(6)	05/10/2026	Common Stock	194,199	$ 0	194,199	D
Performance Stock Units	(2)	05/10/2018		M(1)			57,365	(7)	(7)	Common Stock	57,365	$ 0	0	D
Performance Stock Units	(2)	05/10/2018		A(8)		68,649		(9)	(9)	Common Stock	68,649	$ 0	68,649	D
Performance Stock Units	(2)	05/10/2018		M(1)			68,649	(7)	(7)	Common Stock	68,649	$ 0	0	D
Performance Stock Units	(2)	05/10/2018		A(8)		36,806		(10)	(10)	Common Stock	36,806	$ 0	36,806	D
Performance Stock Units	(2)	05/11/2018		M(1)			36,805	(7)	(7)	Common Stock	36,805	$ 0	0	D
Performance Stock Units	(2)	05/12/2018		M(1)			38,949	(7)	(7)	Common Stock	38,949	$ 0	0	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	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/ Peter Samuels, Attorney-in-Fact		05/14/2018
**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)	Represents the vesting of performance stock units ("PSUs") previously granted to Mr. Temares.
(2)	The PSUs convert on a one-for-one basis into common stock.
(3)	Represents the surrender of shares to the Company to satisfy Mr. Temares's tax withholding obligation upon the vesting of PSUs previously granted to Mr. Temares.
(4)	Represents shares held by a family limited partnership, of which Mr. Temares and his spouse are the sole general partners, and of which Mr. Temares and his spouse serve as limited partners together with trusts for the benefit of Mr. Temares, his spouse and his children. Mr. Temares disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(5)	Represents shares held by a family limited partnership established by Mr. Temares's mother. Mr. Temares disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(6)	The Employee Stock Options become exercisable in five equal annual installments commencing on May 10, 2019.
(7)	The PSUs were fully vested.
(8)	Represents PSUs earned based upon the achievement of a performance-based test for these PSUs previously granted.
(9)	With certain exceptions, the PSUs vest on May 10, 2018, subject to Mr. Temares's continued service to the Company on such date.
(10)	With certain exceptions, the PSUs vest in full on May 11, 2019, subject to Mr. Temares's continued service to the Company on such date.

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