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                                                                    Exhibit 10.1



                                 AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT

                            Dated as of June 30, 1997


         Bed Bath & Beyond Inc., a New York corporation (the "Company"), and
Warren Eisenberg (the "Executive"), are parties to an Employment Agreement dated
as of June 30, 1997 (the "Agreement"). The Company and the Executive have agreed
to amend the Agreement as follows:

         A. Section 5 of the Agreement is amended by inserting "(a)" before the
current text of Section 5 and is further amended by adding the following:

                           (b) In addition, the Executive shall be entitled to
                  payments in the nature of supplemental pension payments at the
                  rate of $200,000 (or such higher amount resulting from the
                  annual COLA Adjustment described below) per year, payable in
                  accordance with the regular payroll practices of the Company,
                  for the period following the termination of his employment
                  until the death of the survivor of the Executive and his
                  current spouse, such payments, however, to begin only
                  following the later of: (i) the termination of any salary
                  payments (including, without limitation, any salary
                  continuation payments contemplated under Section 7(d)(ii), if
                  applicable);and (ii) the 10th anniversary of the Final Date if
                  the Executive receives a lump sum payment pursuant to Section
                  7(d)(ii) or Section 8(b)). Such supplemental pension payments
                  shall be payable upon the termination of the Executive's
                  employment under all circumstances (including, but not limited
                  to, a termination pursuant to Section 7(a)) other than
                  termination by the Company for Cause. The


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                  amount of such supplemental pension payments shall be
                  increased (the "COLA Adjustment") during each year the
                  supplemental pension payments are payable by an amount which
                  reflects any increase in the cost of living on the immediately
                  preceding June 30th over the cost of living on June 30, 2000,
                  using as a basis for such increase the Consumer Price Index
                  for all Urban Consumers (CPI-U) for New York, Northern New
                  Jersey-Long Island, as published by the U.S. Department of
                  Labor (the "Index") or, in the event such Index is no longer
                  published, such other index as is determined in good faith to
                  be comparable by the board of directors of the Company. The
                  COLA Adjustment shall be made each July 1st and shall remain
                  applicable until the next June 30th. The Executive
                  acknowledges that the Company's obligation under Section 5(b)
                  is an unfunded, unsecured promise to pay certain amounts to
                  the Executive in the future. The amounts payable under Section
                  5(b) shall be paid out of the Company's general assets and
                  shall be subject to the risk of the Company's creditors. In no
                  event shall the Executive's rights under Section 5(b) be
                  greater than the right of any unsecured general creditor of
                  the Company.

         B. Section 7(e) is amended to read in its entirety as follows:

                           (e) Except with regard to a voluntary termination
                  described in Section 8(b), in the event of a termination of
                  employment by the Executive on his own initiative other than a
                  termination otherwise provided for in this Section 7, the
                  Executive shall have the same entitlements as provided in
                  Section 7(c)(iii) for a termination for Cause and, in
                  addition, he shall be afforded continued participation,
                  subject to provisos set forth in (x), (y) and (z) of Section
                  7(d)(ii), in all medical, dental, hospitalization and life
                  insurance coverage and any other employment benefit plans or
                  programs in which he was participating on the date of
                  termination of his


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                  employment until the earlier of (A) the tenth anniversary of
                  the termination of employment or (B) the date, or dates, he
                  receives equivalent coverage and benefits under the plans and
                  programs of a subsequent employer (such coverages and benefits
                  to be determined on a coverage-by-coverage, or
                  benefit-by-benefit, basis).

         C. As amended as set forth above, the Agreement is confirmed as being
            in full force and effect.

                  This Amendment No. 1 is dated as of June 30, 2000.

                                            BED BATH & BEYOND INC.


                                            By: /s/ Steven H. Temares
                                                -------------------------------
                                                Steven H. Temares
                                                President

                                            THE EXECUTIVE:


                                                /s/ Warren Eisenberg
                                                -------------------------------
                                                Warren Eisenberg


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