April 28, 2023


United States Securities and Exchange Commission

Division of Corporation Finance

100 F St NE

Mail Stop 3030

Washington, D.C. 20549

Attention:    Brian Fetterolf
   Mara Ransom


   Bed Bath and Beyond, Inc.
   Withdrawal of Registration Statement on Form S-1
   File No. 333-271218
   Initially Filed on April 11, 2023

Ladies and Gentlemen:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Bed Bath and Beyond, Inc. (the “Company”), hereby respectfully requests the immediate withdrawal of the Company’s Registration Statement on Form S-1 (File No. 333-271218) together with all exhibits thereto (the “Registration Statement”). The Company is seeking withdrawal of the Registration Statement as it has determined not to proceed with an offering at this time. The Company confirms that the Registration Statement has not been declared effective, no securities have been or will be issued or sold pursuant to the Registration Statement or the prospectus contained therein and no preliminary prospectus contained in the Registration Statement has been distributed. The Company respectfully requests that the Securities and Exchange Commission (the “Commission”) issue an order granting the withdrawal of the Registration Statement (“Order”) effective as of the date hereof or at the earliest practicable date hereafter. Please provide a copy of the Order to Christian Nagler of Kirkland & Ellis LLP, via email at or via facsimile at (212) 446-4660.

In accordance with Rule 457(p) of the Securities Act, and subject to compliance with the requirements thereof, the Company hereby requests that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for potential future use.

* * *

Please direct any questions or comments concerning this request for withdrawal to David Kastin at (917) 974-1530 or to Christian Nagler at (212) 446-4660.

Thank you for your assistance.




/s/ David Kastin

David Kastin

Executive Vice President, Chief Legal Officer & Corporate Secretary