Bed Bath & Beyond (BBBY)

Explanatory note

Bed Bath & Beyond Inc. (the “Company”) is filing this Form 10-K/A to amend its Annual Report on Form 10-K for the fiscal year ended February 28, 2009, filed with the Securities and Exchange Commission on April 28, 2009 (the “Original 10-K”).

The sole purpose of this amendment is to correct the “Signatures” page of the Original 10-K by removing the signature of Susan E. Lattmann and correcting the title of Eugene A. Castagna. Ms. Lattmann, Principal Accounting Officer/SEC Reporting, continues to report to Mr. Castagna, Principal Financial and Accounting Officer.

For the convenience of the reader, this Form 10-K/A sets forth the Original 10-K in its entirety and includes the revised “Signatures” page described above. Other than the revision referred to above, all other information included in the Original 10-K remains unchanged. This 10-K/A is not intended to, nor does it, reflect events occurring after the filing of the Original 10-K, and does not modify or update the disclosures set forth therein.

2

EXPLANATORY NOTE

Although the percentages reported for the increase in net sales attributable to new store sales for the third quarter and the previous two quarters in fiscal 2004 were correct and remain unchanged, due to a clerical error the cumulative percentage for the nine months ended November 27, 2004 was approximately 53.6% versus the approximately 59.0% originally reported in the registrant’s Quarterly Report on Form 10-Q filed for the quarterly period ended November 27, 2004, as filed on January 4, 2005.  This Quarterly Report on Form 10-Q/A amends solely this year to date percentage increase inadvertently reported in Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.  There are no other amendments to the original report.