AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1996
                                                 REGISTRATION NO. 333-__________
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------


                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                             ----------------------


                            GARDEN RIDGE CORPORATION
             (Exact name of registrant as specified in its charter)

             DELAWARE                                     13-3671679
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                    Identification No.)

     19411 ATRIUM PLACE, SUITE 170
           HOUSTON, TEXAS                                    77084
 (Address of Principal Executive Office)                  (Zip Code)

                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                               STOCK PURCHASE PLAN
                            (Full title of the plans)

                                JANE L. ARBUTHNOT
                            GARDEN RIDGE CORPORATION
                          19411 ATRIUM PLACE, SUITE 170
                              HOUSTON, TEXAS 77084
                     (Name and address of agent for service)

                                 (713) 579-7901
          (Telephone number, including area code, of agent for service)

                             ----------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                             PROPOSED          PROPOSED
                                             AMOUNT           MAXIMUM           MAXIMUM
                                              TO BE       OFFERING PRICE       AGGREGATE        AMOUNT OF
 TITLE OF SECURITIES TO BE REGISTERED     REGISTERED(1)    PER SHARE(2)    OFFERING PRICE(2)REGISTRATION FEE
======================================= =====================================================================
<S>                                      <C>                  <C>           <C>                 <C>      
Common Stock, par value $.01 per share.  370,000 shares       $15.83        $5,855,625.00       $1,774.43
======================================= =====================================================================
</TABLE>
(1) Represents the maximum number of shares of Common Stock of the Registrant
    which could be purchased upon exercise of all stock options now outstanding
    or which may hereafter be granted under the Amended and Restated 1994 Stock
    Option Plan and the 1996 Non-Employee Director Stock Option Plan, and which
    may hereafter be purchased under the Stock Purchase Plan, as adjusted for
    the stock split effective June 28, 1996. The Company previously registered
    219,176 shares under the Amended and Restated 1994 Stock Option Plan
    pursuant to Form S-8 filed on July 26, 1995 (Registration No. 33-95064).

(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(c) and (h), based on the option exercise prices of options to
    acquire 25,000 shares of Common Stock which have been granted under the 1996
    Non-Employee Director Stock Option Plan, and the average of the high and low
    prices reported by the Nasdaq National Market on October 7, 1996 with
    respect to 345,000 shares of Common Stock as to which options or rights to
    purchase have not been granted as of the date of filing this Registration
    Statement.
================================================================================
<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Garden Ridge Corporation (the
"Company"), are incorporated by reference herein and made a part hereof: (a) the
Company's Annual Report on Form 10-K for the fiscal year ended January 28, 1996,
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended April 28,
1996, (c) the Company's Quarterly Report on Form 10-Q for the quarter ended July
28, 1996, and (d) the description of the common stock, par value $.01 per share
(the "Common Stock"), of the Company as set forth under the caption "Description
of Registrant's Securities to be Registered" in the Company's Registration
Statement on Form 8-A dated May 3, 1995, including any amendment or report filed
for the purpose of updating such description.

        All documents filed subsequent to the date hereof by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

ITEM 4.        DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.        INTEREST OF NAMED EXPERTS AND COUNSEL.

        None.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

                                      - 1 -
<PAGE>
        Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

        Section 145 further provides that to the extent a director or officer of
a corporation has been successful on the merits or otherwise in the defense of
any action, suit or proceeding referred to in subsections (a) and (b) of Section
145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.

        Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

        Article 7 of the Company's Restated Certificate of Incorporation states
that:

               7.     INDEMNIFICATION.

                      7.1 To the extent not prohibited by law, the Company shall
               indemnify any person who is or was made, or threatened to be
               made, a party to any threatened, pending or completed action,
               suit or proceeding

                                      - 2 -
<PAGE>
               (hereinafter a "Proceeding"), whether civil, criminal,
               administrative or investigative, including, without limitation,
               an action by or in the right of the Company to procure a judgment
               in its favor, by reason of the fact that such person, or a person
               of whom such person is the legal representative, is or was a
               director or officer of the Company, or is or was serving in any
               capacity at the request of the Company for any other corporation,
               partnership, joint venture, trust, employee benefit plan or other
               enterprise (an "Other Entity"), against judgments, fines,
               penalties, excise taxes, amounts paid in settlement and costs,
               charges and expenses (including attorneys' fees and
               disbursements). Persons who are not directors or officers of the
               Company may be similarly indemnified in respect of service to the
               Company or to an Other Entity at the request of the Company to
               the extent the Board at any time specifies that such persons are
               entitled to the benefits of this Section 7.

                      7.2 The Company shall, from time to time, reimburse or
               advance to any director or officer or other person entitled to
               indemnification hereunder the funds necessary for payment of
               expenses, including attorneys' fees and disbursements, incurred
               in connection with any Proceeding, in advance of the final
               disposition of such proceeding; provided, however, that, if
               required by the DGCL, such expenses incurred by or on behalf of
               any director or officer or other person may be paid in advance of
               the final disposition of a Proceeding only upon receipt by the
               Company of an undertaking, by or on behalf of such director or
               officer (or other person indemnified hereunder), to repay any
               such amount so advanced if it shall ultimately be determined by
               final judicial decision from which there is no further right of
               appeal that such director, officer or other person is not
               entitled to be indemnified for such expenses.

                      7.3 The right to indemnification and reimbursement or
               advancement of expenses provided by, or granted pursuant to, this
               Section 7 shall not be deemed exclusive of any other rights to
               which a person seeking indemnification or reimbursement or
               advancement of expenses may have or hereafter be entitled under
               any statute, this Certificate of Incorporation, the Bylaws of the
               Company (the "Bylaws"), any agreement, any vote of stockholders
               or disinterested directors or otherwise, both as to action in his
               or her official capacity and as to action in another capacity
               while holding such office.

                      7.4 The right to indemnification and reimbursement or
               advancement of expenses provided by, or granted pursuant to, this
               Section 7 shall continue as to a person who has ceased to be a
               director or officer (or other person indemnified hereunder) and
               shall inure to the

                                      - 3 -
<PAGE>
               benefit of the executors, administrators, legatees and 
               distributees of such person.

                      7.5 The Company shall have power to purchase and maintain
               insurance on behalf of any person who is or was a director,
               officer, employee or agent of the Company, or is or was serving
               at the request of the Company as a director, officer, employee or
               agent of an Other Entity, against any liability asserted against
               such person and incurred by such person in any such capacity, or
               arising out of such person's status as such, whether or not the
               Company would have the power to indemnify such person against
               such liability under the provisions of this Section 7, the Bylaws
               or under Section 145 of the DGCL or any other provision of law.

                      7.6 The provisions of this Section 7 shall be a contract
               between the Company, on the one hand, and each director and
               officer who serves in such capacity at any time while this
               Section 7 is in effect and any other person indemnified
               hereunder, on the other hand, pursuant to which the Company and
               each such director, officer, or other person intend to be legally
               bound. No repeal or modification of this Section 7 shall affect
               any rights or obligations then existing with respect to any state
               of facts then or theretofore existing or any proceeding
               theretofore or thereafter brought or threatened based in whole or
               in part upon any such state of facts.

                      7.7 The right to indemnification and reimbursement or
               advancement of expenses provided by, or granted pursuant to, this
               Section 7 shall be enforceable by any person entitled to such
               indemnification or reimbursement or advancement of expenses in
               any court of competent jurisdiction. The burden of proving that
               such indemnification or reimbursement or advancement of expenses
               is not appropriate shall be on the Company. Neither the failure
               of the Company (including its Board of Directors, its independent
               legal counsel and its stockholders) to have made a determination
               prior to the commencement of such action that such
               indemnification or reimbursement or advancement of expenses is
               proper in the circumstances nor an actual determination by the
               Company (including its Board of Directors, its independent legal
               counsel and its stockholders) that such person is not entitled to
               such indemnification or reimbursement or advancement of expenses
               shall constitute a defense to the action or create a presumption
               that such person is not so entitled. Such a person shall also be
               indemnified for any expenses incurred in connection with
               successfully establishing his or her right to such
               indemnification or reimbursement or advancement of expenses, in
               whole or in part, in any such proceeding.

                                      - 4 -
<PAGE>
                      7.8 Any director or officer of the Company serving in any
               capacity (a) another corporation of which a majority of the
               shares entitled to vote in the election of its directors is held,
               directly or indirectly, by the Company or (b) any employee
               benefit plan of the Company or any corporation referred to in
               clause (a) shall be deemed to be doing so at the request of the
               Company.

                      7.9 Any person entitled to be indemnified or to
               reimbursement or advancement of expenses as a matter of right
               pursuant to this Section 7 may elect to have the right to
               indemnification or reimbursement or advancement of expenses
               interpreted on the basis of the applicable law in effect at the
               time of the occurrence of the event or events giving rise to the
               applicable Proceeding, to the extent permitted by law, or on the
               basis of the applicable law in effect at the time such
               indemnification or reimbursement or advancement of expenses is
               sought. Such election shall be made, by a notice in writing to
               the Company, at the time indemnification or reimbursement or
               advancement of expenses is sought; provided, however, that if no
               such notice is given, the right to indemnification or
               reimbursement or advancement of expenses shall be determined by
               the law in effect at the time indemnification or reimbursement or
               advancement of expenses is sought.

        The Company's Bylaws contain indemnification provisions which are
essentially the same as the indemnification provisions contained in the Restated
Certificate of Incorporation.

        Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.        EXHIBITS.

        EXHIBIT
        NUMBER                IDENTIFICATION OF EXHIBITS

         *4.1     -   Restated Certificate of Incorporation effective May 16,
                      1995 (filed as Exhibit 3.5 to the Registration Statement
                      on Form S-1 (Registration No. 33-90748) (the "1995 Form
                      S-1"), and incorporated herein by reference)

                                      - 5 -
<PAGE>
        EXHIBIT
        NUMBER                IDENTIFICATION OF EXHIBITS

         *4.2     -   Bylaws (filed as Exhibit 3.4 to the 1995 Form S-1, and 
                      incorporated herein by reference)
         *4.3     -   Amendment No. 1 to the Bylaws effective May 16, 1995 
                      (filed as Exhibit 3.6 to the 1995 Form S-1, and 
                      incorporated herein by reference)
         *4.4     -   Specimen Common Stock Certificate (filed as Exhibit 4.1 to
                      the 1995 Form S-1, and incorporated herein by reference)
         *4.5     -   Form of Stock Purchase Warrant (Primary Warrant) dated
                      December 20, 1993, as amended (filed as Exhibit 4.5 to the
                      1995 Form S-1, and incorporated herein by reference)
         *4.6     -   Common Stock Purchase Warrant Expiring May 26, 1997 to 
                      purchase 67,500 shares of Common Stock held by Corporate 
                      Property Associates 11 Incorporated dated May 26, 1995 
                      (filed as Exhibit 4.1 to the Form 10-Q for the Quarterly 
                      period ended April 30, 1995, and incorporated herein by 
                      reference)
         *4.7     -   SRC Option Agreement to purchase 135,000 shares of
                      Common Stock held by SRC Speciality Retail Corporation
                      dated July 16, 1992, as amended (filed as Exhibit 4.7 to
                      the 1995 Form S-1, and incorporated herein by reference)
         *4.8     -   Common Stock Purchase Warrant Expiring January 7, 1999
                      to purchase 10,000 shares of Common Stock held by Larry
                      Ham dated January 8, 1996 (filed as Exhibit 4.5 to the
                      Form 10-K for the fiscal year ended January 28, 1996, and
                      incorporated herein by reference)
          5.1     -   Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.,
                      regarding legality of the Common Stock being issued.
         23.1     -   Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 
                      (contained in opinion in Exhibit 5.1)
         23.2     -   Consent of Arthur Andersen LLP
         99.1     -   Amended and Restated 1994 Stock Option Plan
         99.2     -   1996 Non-Employee Director Stock Option Plan
         99.3     -   Stock Purchase Plan

*   Incorporated by reference as indicated.

ITEM 9. UNDERTAKINGS.

        (a)    The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement, to
        include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement.

                                      - 6 -
<PAGE>
               (2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

               (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      - 7 -
<PAGE>
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on October 9, 1996.

                                      GARDEN RIDGE CORPORATION


                                      By: /s/ JANE L. ARBUTHNOT
                                              JANE L. ARBUTHNOT
                                              Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on October 9, 1996.

             SIGNATURE                                 TITLE

        /S/ ARMAND SHAPIRO           Chairman of the Board and Chief Executive
          ARMAND SHAPIRO               Officer (Principal Executive Officer

       /S/ JANE L. ARBUTHNOT           Chief Financial Officer and Secretary
         JANE L. ARBUTHNOT         (Principal Financial and Accounting Officer)

        /S/ TERRY S. BOYCE                           Director
          TERRY S. BOYCE

         /S/ NOLAN LEHMANN                           Director
           NOLAN LEHMANN

          /S/ IRA NIEMARK                            Director
            IRA NIEMARK

        /S/ RONALD RASHKOW                           Director
          RONALD RASHKOW

         /S/ SAM J. SUSSER                           Director
           SAM J. SUSSER

        /S/ WHITNEY WAGNER
          WHITNEY WAGNER                             Director

                                      - 8 -
<PAGE>
                                INDEX TO EXHIBITS

        EXHIBIT
        NUMBER                IDENTIFICATION OF EXHIBITS

         *4.1     -   Restated Certificate of Incorporation effective May 16,
                      1995 (filed as Exhibit 3.5 to the Registration Statement
                      on Form S-1 (Registration No. 33-90748) (the "1995 Form
                      S-1"), and incorporated herein by reference)
         *4.2     -   Bylaws (filed as Exhibit 3.4 to the 1995 Form S-1, and 
                      incorporated herein by reference)
         *4.3     -   Amendment No. 1 to the Bylaws effective May 16, 1995 
                      (filed as Exhibit 3.6 to the 1995 Form S-1, and 
                      incorporated herein by reference)
         *4.4     -   Specimen Common Stock Certificate (filed as Exhibit 4.1 to
                      the 1995 Form S-1, and incorporated herein by reference)
         *4.5     -   Form of Stock Purchase Warrant (Primary Warrant) dated
                      December 20, 1993, as amended (filed as Exhibit 4.5 to the
                      1995 Form S-1, and incorporated herein by reference)
         *4.6     -   Common Stock Purchase Warrant Expiring May 26, 1997 to 
                      purchase 67,500 shares of Common Stock held by Corporate 
                      Property Associates 11 Incorporated dated May 26, 1995 
                      (filed as Exhibit 4.1 to the Form 10-Q for the Quarterly 
                      period ended April 30, 1995, and incorporated herein by 
                      reference)
         *4.7     -   SRC Option Agreement to purchase 135,000 shares of
                      Common Stock held by SRC Speciality Retail Corporation
                      dated July 16, 1992, as amended (filed as Exhibit 4.7 to
                      the 1995 Form S-1, and incorporated herein by reference)
         *4.8     -   Common Stock Purchase Warrant Expiring January 7, 1999
                      to purchase 10,000 shares of Common Stock held by Larry
                      Ham dated January 8, 1996 (filed as Exhibit 4.5 to the
                      Form 10-K for the fiscal year ended January 28, 1996, and
                      incorporated herein by reference)
          5.1     -   Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.,
                      regarding legality of the Common Stock being issued.
         23.1     -   Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 
                      (contained in opinion in Exhibit 5.1)
         23.2     -   Consent of Arthur Andersen LLP
         99.1     -   Amended and Restated 1994 Stock Option Plan
         99.2     -   1996 Non-Employee Director Stock Option Plan
         99.3     -   Stock Purchase Plan

*   Incorporated by reference as indicated.
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1996
                                                 REGISTRATION NO. 333-__________
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------

                                    FORM S-8
                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                             ----------------------

                            GARDEN RIDGE CORPORATION
             (Exact name of registrant as specified in its charter)

             DELAWARE                                     13-3671679
   (State or other jurisdiction of                     (I.R.S. Employer
    incorporation or organization)                    Identification No.)

     19411 ATRIUM PLACE, SUITE 170
           HOUSTON, TEXAS                                    77084
 (Address of Principal Executive Office)                  (Zip Code)

                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN
                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                               STOCK PURCHASE PLAN
                            (Full title of the plans)

                                JANE L. ARBUTHNOT
                            GARDEN RIDGE CORPORATION
                          19411 ATRIUM PLACE, SUITE 170
                              HOUSTON, TEXAS 77084
                     (Name and address of agent for service)

                                 (713) 579-7901
          (Telephone number, including area code, of agent for service)

                             ----------------------

                         CALCULATION OF REGISTRATION FEE
PROPOSED          PROPOSED
                                             AMOUNT           MAXIMUM           MAXIMUM
                                              TO BE       OFFERING PRICE       AGGREGATE        AMOUNT OF
 TITLE OF SECURITIES TO BE REGISTERED     REGISTERED(1)    PER SHARE(2)    OFFERING PRICE(2)REGISTRATION FEE
======================================= =====================================================================
Common Stock, par value $.01 per share.  370,000 shares       $15.83        $5,855,625.00       $1,774.43
======================================= =====================================================================
(1) Represents the maximum number of shares of Common Stock of the Registrant
    which could be purchased upon exercise of all stock options now outstanding
    or which may hereafter be granted under the Amended and Restated 1994 Stock
    Option Plan and the 1996 Non-Employee Director Stock Option Plan, and which
    may hereafter be purchased under the Stock Purchase Plan, as adjusted for
    the stock split effective June 28, 1996. The Company previously registered
    219,176 shares under the Amended and Restated 1994 Stock Option Plan
    pursuant to Form S-8 filed on July 26, 1995 (Registration No. 33-95064).

(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(c) and (h), based on the option exercise prices of options to
    acquire 25,000 shares of Common Stock which have been granted under the 1996
    Non-Employee Director Stock Option Plan, and the average of the high and low
    prices reported by the Nasdaq National Market on October 7, 1996 with
    respect to 345,000 shares of Common Stock as to which options or rights to
    purchase have not been granted as of the date of filing this Registration
    Statement.
================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Garden Ridge Corporation (the
"Company"), are incorporated by reference herein and made a part hereof: (a) the
Company's Annual Report on Form 10-K for the fiscal year ended January 28, 1996,
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended April 28,
1996, (c) the Company's Quarterly Report on Form 10-Q for the quarter ended July
28, 1996, and (d) the description of the common stock, par value $.01 per share
(the "Common Stock"), of the Company as set forth under the caption "Description
of Registrant's Securities to be Registered" in the Company's Registration
Statement on Form 8-A dated May 3, 1995, including any amendment or report filed
for the purpose of updating such description.

        All documents filed subsequent to the date hereof by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934 prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

ITEM 4.        DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5.        INTEREST OF NAMED EXPERTS AND COUNSEL.

        None.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

                                      - 1 -
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

        Section 145 further provides that to the extent a director or officer of
a corporation has been successful on the merits or otherwise in the defense of
any action, suit or proceeding referred to in subsections (a) and (b) of Section
145 in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that indemnification provided for by
Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided for by Section
145 shall, unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.

        Section 102(b)(7) of the General Corporation Law of the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.

        Article 7 of the Company's Restated Certificate of Incorporation states
that:

               7.     INDEMNIFICATION.

                      7.1 To the extent not prohibited by law, the Company shall
               indemnify any person who is or was made, or threatened to be
               made, a party to any threatened, pending or completed action,
               suit or proceeding

                                      - 2 -
(hereinafter a "Proceeding"), whether civil, criminal,
               administrative or investigative, including, without limitation,
               an action by or in the right of the Company to procure a judgment
               in its favor, by reason of the fact that such person, or a person
               of whom such person is the legal representative, is or was a
               director or officer of the Company, or is or was serving in any
               capacity at the request of the Company for any other corporation,
               partnership, joint venture, trust, employee benefit plan or other
               enterprise (an "Other Entity"), against judgments, fines,
               penalties, excise taxes, amounts paid in settlement and costs,
               charges and expenses (including attorneys' fees and
               disbursements). Persons who are not directors or officers of the
               Company may be similarly indemnified in respect of service to the
               Company or to an Other Entity at the request of the Company to
               the extent the Board at any time specifies that such persons are
               entitled to the benefits of this Section 7.

                      7.2 The Company shall, from time to time, reimburse or
               advance to any director or officer or other person entitled to
               indemnification hereunder the funds necessary for payment of
               expenses, including attorneys' fees and disbursements, incurred
               in connection with any Proceeding, in advance of the final
               disposition of such proceeding; provided, however, that, if
               required by the DGCL, such expenses incurred by or on behalf of
               any director or officer or other person may be paid in advance of
               the final disposition of a Proceeding only upon receipt by the
               Company of an undertaking, by or on behalf of such director or
               officer (or other person indemnified hereunder), to repay any
               such amount so advanced if it shall ultimately be determined by
               final judicial decision from which there is no further right of
               appeal that such director, officer or other person is not
               entitled to be indemnified for such expenses.

                      7.3 The right to indemnification and reimbursement or
               advancement of expenses provided by, or granted pursuant to, this
               Section 7 shall not be deemed exclusive of any other rights to
               which a person seeking indemnification or reimbursement or
               advancement of expenses may have or hereafter be entitled under
               any statute, this Certificate of Incorporation, the Bylaws of the
               Company (the "Bylaws"), any agreement, any vote of stockholders
               or disinterested directors or otherwise, both as to action in his
               or her official capacity and as to action in another capacity
               while holding such office.

                      7.4 The right to indemnification and reimbursement or
               advancement of expenses provided by, or granted pursuant to, this
               Section 7 shall continue as to a person who has ceased to be a
               director or officer (or other person indemnified hereunder) and
               shall inure to the

                                      - 3 -
benefit of the executors, administrators, legatees and 
               distributees of such person.

                      7.5 The Company shall have power to purchase and maintain
               insurance on behalf of any person who is or was a director,
               officer, employee or agent of the Company, or is or was serving
               at the request of the Company as a director, officer, employee or
               agent of an Other Entity, against any liability asserted against
               such person and incurred by such person in any such capacity, or
               arising out of such person's status as such, whether or not the
               Company would have the power to indemnify such person against
               such liability under the provisions of this Section 7, the Bylaws
               or under Section 145 of the DGCL or any other provision of law.

                      7.6 The provisions of this Section 7 shall be a contract
               between the Company, on the one hand, and each director and
               officer who serves in such capacity at any time while this
               Section 7 is in effect and any other person indemnified
               hereunder, on the other hand, pursuant to which the Company and
               each such director, officer, or other person intend to be legally
               bound. No repeal or modification of this Section 7 shall affect
               any rights or obligations then existing with respect to any state
               of facts then or theretofore existing or any proceeding
               theretofore or thereafter brought or threatened based in whole or
               in part upon any such state of facts.

                      7.7 The right to indemnification and reimbursement or
               advancement of expenses provided by, or granted pursuant to, this
               Section 7 shall be enforceable by any person entitled to such
               indemnification or reimbursement or advancement of expenses in
               any court of competent jurisdiction. The burden of proving that
               such indemnification or reimbursement or advancement of expenses
               is not appropriate shall be on the Company. Neither the failure
               of the Company (including its Board of Directors, its independent
               legal counsel and its stockholders) to have made a determination
               prior to the commencement of such action that such
               indemnification or reimbursement or advancement of expenses is
               proper in the circumstances nor an actual determination by the
               Company (including its Board of Directors, its independent legal
               counsel and its stockholders) that such person is not entitled to
               such indemnification or reimbursement or advancement of expenses
               shall constitute a defense to the action or create a presumption
               that such person is not so entitled. Such a person shall also be
               indemnified for any expenses incurred in connection with
               successfully establishing his or her right to such
               indemnification or reimbursement or advancement of expenses, in
               whole or in part, in any such proceeding.

                                      - 4 -
7.8 Any director or officer of the Company serving in any
               capacity (a) another corporation of which a majority of the
               shares entitled to vote in the election of its directors is held,
               directly or indirectly, by the Company or (b) any employee
               benefit plan of the Company or any corporation referred to in
               clause (a) shall be deemed to be doing so at the request of the
               Company.

                      7.9 Any person entitled to be indemnified or to
               reimbursement or advancement of expenses as a matter of right
               pursuant to this Section 7 may elect to have the right to
               indemnification or reimbursement or advancement of expenses
               interpreted on the basis of the applicable law in effect at the
               time of the occurrence of the event or events giving rise to the
               applicable Proceeding, to the extent permitted by law, or on the
               basis of the applicable law in effect at the time such
               indemnification or reimbursement or advancement of expenses is
               sought. Such election shall be made, by a notice in writing to
               the Company, at the time indemnification or reimbursement or
               advancement of expenses is sought; provided, however, that if no
               such notice is given, the right to indemnification or
               reimbursement or advancement of expenses shall be determined by
               the law in effect at the time indemnification or reimbursement or
               advancement of expenses is sought.

        The Company's Bylaws contain indemnification provisions which are
essentially the same as the indemnification provisions contained in the Restated
Certificate of Incorporation.

        Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.        EXHIBITS.

        EXHIBIT
        NUMBER                IDENTIFICATION OF EXHIBITS

         *4.1     -   Restated Certificate of Incorporation effective May 16,
                      1995 (filed as Exhibit 3.5 to the Registration Statement
                      on Form S-1 (Registration No. 33-90748) (the "1995 Form
                      S-1"), and incorporated herein by reference)

                                      - 5 -
EXHIBIT
        NUMBER                IDENTIFICATION OF EXHIBITS

         *4.2     -   Bylaws (filed as Exhibit 3.4 to the 1995 Form S-1, and 
                      incorporated herein by reference)
         *4.3     -   Amendment No. 1 to the Bylaws effective May 16, 1995 
                      (filed as Exhibit 3.6 to the 1995 Form S-1, and 
                      incorporated herein by reference)
         *4.4     -   Specimen Common Stock Certificate (filed as Exhibit 4.1 to
                      the 1995 Form S-1, and incorporated herein by reference)
         *4.5     -   Form of Stock Purchase Warrant (Primary Warrant) dated
                      December 20, 1993, as amended (filed as Exhibit 4.5 to the
                      1995 Form S-1, and incorporated herein by reference)
         *4.6     -   Common Stock Purchase Warrant Expiring May 26, 1997 to 
                      purchase 67,500 shares of Common Stock held by Corporate 
                      Property Associates 11 Incorporated dated May 26, 1995 
                      (filed as Exhibit 4.1 to the Form 10-Q for the Quarterly 
                      period ended April 30, 1995, and incorporated herein by 
                      reference)
         *4.7     -   SRC Option Agreement to purchase 135,000 shares of
                      Common Stock held by SRC Speciality Retail Corporation
                      dated July 16, 1992, as amended (filed as Exhibit 4.7 to
                      the 1995 Form S-1, and incorporated herein by reference)
         *4.8     -   Common Stock Purchase Warrant Expiring January 7, 1999
                      to purchase 10,000 shares of Common Stock held by Larry
                      Ham dated January 8, 1996 (filed as Exhibit 4.5 to the
                      Form 10-K for the fiscal year ended January 28, 1996, and
                      incorporated herein by reference)
          5.1     -   Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.,
                      regarding legality of the Common Stock being issued.
         23.1     -   Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 
                      (contained in opinion in Exhibit 5.1)
         23.2     -   Consent of Arthur Andersen LLP
         99.1     -   Amended and Restated 1994 Stock Option Plan
         99.2     -   1996 Non-Employee Director Stock Option Plan
         99.3     -   Stock Purchase Plan

*   Incorporated by reference as indicated.

ITEM 9. UNDERTAKINGS.

        (a)    The undersigned registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement, to
        include any material information with respect to the plan of
        distribution not previously disclosed in the registration statement or
        any material change to such information in the registration statement.

                                      - 6 -
(2) That, for the purpose of determining any liability under the
        Securities Act of 1933, each such post-effective amendment shall be
        deemed to be a new registration statement relating to the securities
        offered therein, and the offering of such securities at that time shall
        be deemed to be the initial bona fide offering thereof.

               (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

        (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

        (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      - 7 -
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on October 9, 1996.

                                      GARDEN RIDGE CORPORATION

                                      By: /s/ JANE L. ARBUTHNOT
                                              JANE L. ARBUTHNOT
                                              Chief Financial Officer

        Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on October 9, 1996.

             SIGNATURE                                 TITLE

        /S/ ARMAND SHAPIRO           Chairman of the Board and Chief Executive
          ARMAND SHAPIRO               Officer (Principal Executive Officer

       /S/ JANE L. ARBUTHNOT           Chief Financial Officer and Secretary
         JANE L. ARBUTHNOT         (Principal Financial and Accounting Officer)

        /S/ TERRY S. BOYCE                           Director
          TERRY S. BOYCE

         /S/ NOLAN LEHMANN                           Director
           NOLAN LEHMANN

          /S/ IRA NIEMARK                            Director
            IRA NIEMARK

        /S/ RONALD RASHKOW                           Director
          RONALD RASHKOW

         /S/ SAM J. SUSSER                           Director
           SAM J. SUSSER

        /S/ WHITNEY WAGNER
          WHITNEY WAGNER                             Director

                                      - 8 -
INDEX TO EXHIBITS

        EXHIBIT
        NUMBER                IDENTIFICATION OF EXHIBITS

         *4.1     -   Restated Certificate of Incorporation effective May 16,
                      1995 (filed as Exhibit 3.5 to the Registration Statement
                      on Form S-1 (Registration No. 33-90748) (the "1995 Form
                      S-1"), and incorporated herein by reference)
         *4.2     -   Bylaws (filed as Exhibit 3.4 to the 1995 Form S-1, and 
                      incorporated herein by reference)
         *4.3     -   Amendment No. 1 to the Bylaws effective May 16, 1995 
                      (filed as Exhibit 3.6 to the 1995 Form S-1, and 
                      incorporated herein by reference)
         *4.4     -   Specimen Common Stock Certificate (filed as Exhibit 4.1 to
                      the 1995 Form S-1, and incorporated herein by reference)
         *4.5     -   Form of Stock Purchase Warrant (Primary Warrant) dated
                      December 20, 1993, as amended (filed as Exhibit 4.5 to the
                      1995 Form S-1, and incorporated herein by reference)
         *4.6     -   Common Stock Purchase Warrant Expiring May 26, 1997 to 
                      purchase 67,500 shares of Common Stock held by Corporate 
                      Property Associates 11 Incorporated dated May 26, 1995 
                      (filed as Exhibit 4.1 to the Form 10-Q for the Quarterly 
                      period ended April 30, 1995, and incorporated herein by 
                      reference)
         *4.7     -   SRC Option Agreement to purchase 135,000 shares of
                      Common Stock held by SRC Speciality Retail Corporation
                      dated July 16, 1992, as amended (filed as Exhibit 4.7 to
                      the 1995 Form S-1, and incorporated herein by reference)
         *4.8     -   Common Stock Purchase Warrant Expiring January 7, 1999
                      to purchase 10,000 shares of Common Stock held by Larry
                      Ham dated January 8, 1996 (filed as Exhibit 4.5 to the
                      Form 10-K for the fiscal year ended January 28, 1996, and
                      incorporated herein by reference)
          5.1     -   Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P.,
                      regarding legality of the Common Stock being issued.
         23.1     -   Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 
                      (contained in opinion in Exhibit 5.1)
         23.2     -   Consent of Arthur Andersen LLP
         99.1     -   Amended and Restated 1994 Stock Option Plan
         99.2     -   1996 Non-Employee Director Stock Option Plan
         99.3     -   Stock Purchase Plan

*   Incorporated by reference as indicated.