Bed Bath & Beyond (BBBY)

Item 5.02               Departure of Directors or Principal Officers; Election of Directors; Appointment of

  Principal Officers; Compensatory Arrangements of Certain Officers.

Section 409A Remediation for Employee Stock Options

The information set forth under the heading “Section 409A Remediation for Employee Stock Options” in Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.02.

Amendments to Employment Agreements

On December 26, 2006, Bed Bath & Beyond Inc. (the “Company”) entered into amendments to the employment agreements for each of Eugene Castagna, Matthew Fiorilli and Arthur Stark.  The amendments provide for certain changes which the Company believes are necessary and appropriate to comply with the requirements of Section 409A of the Internal Revenue Code, as amended (“Section 409A”).  Specifically, the amendments eliminate the Company’s discretion to pay severance amounts in either the form of installments or a lump sum and provide that severance amounts will only be paid in the form of installments.  The amendments also provide for a six month delay in payment of certain amounts payable upon termination of employment to the extent necessary to comply with the requirements of Section 409A.