As filed with the Securities and Exchange Commission on October 29, 1997.
Registration No. 333-            
        

        SECURITIES AND EXCHANGE COMMISSION
        WASHINGTON, D.C. 20549

        FORM S-8

        REGISTRATION STATEMENT UNDER THE
        SECURITIES ACT OF 1933
                                         

        The Bombay Company, Inc.
        (Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)

75-1475223
(I.R.S. Employer
Identification Number)

The Bombay Company, Inc.
550 Bailey Avenue, Suite 700
Fort Worth, Texas
(Address of principal executive offices)

76107
(Zip Code)
                            

        THE BOMBAY COMPANY, INC.
        1996 LONG-TERM INCENTIVE STOCK PLAN
        (Full title of the Plan)

        Michael J. Veitenheimer, Esq.
        Vice President, Secretary, and General Counsel
        The Bombay Company, Inc.
        550 Bailey Avenue, Suite 700
        Fort Worth, Texas  76107
        (817) 347-8200
        (Name, Address, including zip code and telephone
        number, including area code, of agent of service)
        ___________________________
        COPIES TO:

        James S. Ryan, III
        Jackson Walker L.L.P.
        901 Main Street, Suite 6000
        Dallas, Texas  75202

        APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
        PURSUANT TO THE PLAN:
        From time to time after this Registration Statement becomes effective.

                         CALCULATION OF REGISTRATION FEE

Title of 
Securities to be   
Registered

Common Stock
$1.00 par value

Amount to be 
Registered

1,874,971 Shares

Proposed Maximum 
Offering Price Per 
Share(1)

$7.21875

Proposed Maximum 
Aggregate Offering 
Price (1)

$13,534,946.90

Amount of 
Registration Fee

$4,101.50

(1)     Estimated solely for the purpose of calculating the registration fee. 
Pursuant to Rules 457(c) and 457(h), the offering price and registration 
fee are computed on the basis of the average of the high and low prices of
the Common Stock, as reported by the New York Stock 
Exchange, on October 24, 1997.




Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statements No. 33-40736, dated May 21, 1991, and No. 33-55306, dated December
2, 1992, on Form S-8.

PROSPECTUS      

        1,874,971 Shares

        THE BOMBAY COMPANY, INC.

        Common Stock


This Prospectus has been prepared by The Bombay Company, Inc., a Delaware
corporation (the "Company"), for use upon resale by certain officers and
directors of the Company (the "Selling Stockholders") of up to 1,874,971
shares (the "Shares") of Common Stock, par value $1.00 per share (the
"Common Stock"), of the Company.  The Selling Stockholders have 
acquired and/or may in the future acquire Shares from the Company pursuant
to the exercise of outstanding options heretofore granted and options to be
thereafter granted to the Selling Stockholders pursuant to the provisions of
the Company's 1996 Long-Term Incentive Stock Plan the "Plan") and/or
pursuant to grants of restricted stock pursuant to the Plan.

The Shares may be sold from time to time by the Selling Stockholder or by
permitted transferees.  Such sales may be made on one or more exchanges,
including the New York Stock Exchange (the "NYSE"), or in the over the
counter market, or in negotiated transactions, in each case at prices and
at terms then prevailing or at prices related to the then current market
price or at negotiated prices and terms.  Upon any sale of the Shares
offered hereby, the Selling Stockholder or permitted transferees and
participating agents, brokers, dealers, and marketmakers may be deemed to
be underwriters as that term is defined in the Securities Act of 1933, as 
amended (the "Securities Act"), and commissions or discounts or any profit
realized on the resale of such securities may be deemed to be underwriting
commissions or discounts under the 
Securities Act.  See "Plan of Distribution."

The Common Stock is listed for trading on the NYSE under the symbol "BBA."  On 
October 24, 1997, the closing price of the Common Stock on the NYSE was
$7.00.  The Company will not receive any of the proceeds from the sales by
Selling Stockholders.


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY 
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR 
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE.

        The date of this Prospectus is October 29, 1997.

        AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional
offices of the Commission at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center, Suite 1300,
New York, New York 10048.  Copies of such materials can also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C., 20549, at prescribed rates.  The Commission
maintains a Web site at http://www.sec.gov that contains reports, proxy and
information statements, and other information regarding registrants that
file electronically with the Commission.  The Common Stock is listed on the
NYSE.  Reports, proxy statements and other information concerning the 
Company can also be inspected at the offices of the NYSE at 20 Broad Street,
New York, New York  10005.

The Company has filed with the Commission a Registration Statement on Form S-8 
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the offer and sale of
the Common Stock to be issued pursuant to the Plan.  As permitted by the
rules and regulations of the Commission, this Prospectus omits certain of
the information contained in the Registration Statement.  Copies of the
Registration Statement are available from the Public Reference Section of
the Commission at prescribed rates.  Statements contained herein concerning
the provisions of documents filed with the Registration Statement are
necessarily summaries of such documents, and each such statement is
qualified in its entirety by reference to the copy of the applicable
document filed with the Commission.

The Company's principal executive offices are located at 550 Bailey Avenue,
Suite 700, Fort Worth, Texas  76107, and the Company's telephone number at
such address is (817) 347-8200.


        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:  

(i)     Annual Report on Form 10-K for the year ended February 1, 1997 ("Annual 
Report");

(ii)    All other reports filed with the Commission pursuant to Section 13(a) 
or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of
the fiscal year covered by the Annual Report; 

(iii)   The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed May 17, 1993; and

(iv)    The description of certain rights of certain holders of the Company's
Common Stock contained in the Company's Registration Statement on Form 8-A
filed June 12, 1995.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of Common Stock to be made hereunder shall
be deemed to be incorporated herein by reference and made a part hereof from
the date of filing of such documents.  Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein 
shall be deemed to be modified or superseded for all purposes of this
Prospectus to the extent that a statement contained herein or therein or in
any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.

The Company will provide, without charge, to each person to whom a copy of this 
Prospectus  is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically 
incorporated by reference into the information that this Prospectus 
incorporates).  Written or telephonic requests for copies should be directed 
to the Company's principal office: The Bombay Company, Inc., 550 Bailey 
Avenue, Suite 700, Fort Worth, Texas 76107, Attention Michael J. 
Veitenheimer, Vice President, Secretary, and General Counsel 
(telephone: (817) 347-8200).


        USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Common Stock 
offered hereby.
<TABLE>
        SELLING STOCKHOLDERS

The following officers and directors of the Company are eligible to receive 
shares of the Company's Common Stock upon exercise of options granted under 
the Plan:


        SELLING STOCKHOLDERS

<CAPTION>
                                      Common 
                                       Stock
                                     Offered For      Ownership
                    Ownership         Selling            of           Percentage
                     of Common      Sharesholders'      Common            of
Name and Office     Stock Prior       Account           Stock          Common
of Beneficial Owner     to             Upon              After       Stock After
                     Offering(1)     Exercise(2)       Offering         Offering
<S>                   <C>              <C>             <C>                <C>
               
Robert S. Jackson      58,812            0               58,812            *
President, Chief 
Executive Officer,
and Director

James E. Herlihy       186,702          396,959          583,661            1.5%
Executive Vice 
President and
Chief Financial 
Officer (3)

Michael J. 
Veitenheimer           129,197           33,000          162,197            * 
Vice President, 
General Counsel,
and Corporate 
Secretary

James Michael Smith       0             52,000          52,000             *
Vice President, 
Human Resources

Elaine D. Crowley       82,422          27,000         109,422             *
Vice President, 
Finance, 
and Treasurer

Gerald A. Cook          12,065         185,000         197,065             * 
Senior Vice President, 
Store Operations

Brent A. Magnuson       16,775         185,000         201,775             * 
Vice President, 
Merchandise Management

Daniel L. Lawrence      115,389         27,000         142,389             *    
Senior Vice President,
Multinational Sourcing

David Gruehn             17,258         25,000           42,258            *  
Vice President, 
Information Systems
</TABLE>

[FN]
*       Less than 1%.

(1)     Includes shares to be acquired upon exercise of options granted under
the Company's 1986 Stock Option Plan, a predecessor to the Plan, some of 
which are not exercisable within 60 days of the date of this Prospectus.

(2)     Total amount of shares purchasable pursuant to the Plan, including 
shares purchasable pursuant to options, some of which are not exercisable 
within 60 days of the date of this Prospectus.

(3)     Departed the Company effective October 3, 1997.






        PLAN OF DISTRIBUTION

The Shares offered hereby may be sold from time to time by the Selling
Stockholder or permitted transferees.  The Shares may be disposed of from 
time to time in one or more transactions through any one or more of the 
following: (i) to purchasers directly, (ii) in ordinary brokerage 
transactions and transactions in which the broker solicits purchaser, (iii) 
through underwriters or dealers who may receive compensation in the form of 
underwriting discounts, concessions or commissions from the Selling 
Stockholder or permitted transferees and/or from the purchasers of the Shares
for whom they may act as agent, (iv) through the writing of options on the 
Shares, (v) the pledge of the Shares as security for any loan or obligation, 
including pledges to brokers or dealers who may, from time to time, 
themselves effect distributions of the Shares or interests therein, (vi) 
purchases by a broker or dealer as principal and resale by such broker or 
dealer for its own account pursuant to this Prospectus, (vii) a block trade 
in which the broker or dealer so engaged will attempt to sell the Shares as 
agent but may position and resell a portion of the block as principal to 
facilitate the transaction, and (viii) an exchange distribution in accordance 
with the rules of such exchange, including the NYSE, or transactions in the 
over the counter market.  Such sales may be made at prices and at terms then 
prevailing or at prices related to the then current market price or at 
negotiated prices and terms.  In effecting sales, brokers or dealers may 
arrange for other brokers or dealers to participate.  The Selling Stockholder 
or permitted transferees, and any underwriters, brokers, dealers 
or agents that participate in the distribution of the Shares, may be deemed 
to be "underwriters" within the meaning of the Securities Act, and any profit 
on the sale of the Shares by them and any discounts, commissions or 
concessions received by any such underwriters, brokers, dealers or agents may 
be deemed to be underwriting commissions or discounts under the Securities Act.

The Company will pay all of the expenses incident to the offering and sale of 
the Shares to the public other than underwriting discounts or commissions, 
brokers' fees and the fees and expenses of 
any counsel to the Selling Stockholder related thereto.

In the event of a material change in the plan of distribution disclosed in 
this Prospectus, the Selling Stockholder will not be able to effect 
transactions in the Shares pursuant to this Prospectus until such time as a 
post-effective amendment to the Registration Statement is filed with, and 
declared effective by, the Commission.


        LEGAL MATTERS

Certain legal matters in connection with the validity of the Common Stock 
offered hereby have been passed upon for the Company by Jackson Walker 
L.L.P., Dallas, Texas.


        EXPERTS

The consolidated financial statements included in the Annual Report to 
Shareholders of The Bombay Company, Inc., which is incorporated by reference 
into the Company's Annual Report on Form 10-K, and the financial statement 
schedule appearing in the Company's Annual Report on Form 10-K for the fiscal
year ended February 1, 1997, are incorporated by reference herein in reliance
upon the reports of Price Waterhouse LLP, independent accountants, given upon
the authority of such firm as experts in accounting and auditing.


        INDEMNIFICATION

Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a 
corporation to indemnify its directors and officers or former directors or 
officers and to purchase insurance with respect to liability arising out of 
their capacity or status as directors and officers.  Such law provides 
further that the indemnification permitted thereunder shall not be deemed 
exclusive of any other rights to which the directors and officers may be 
entitled under a corporation's certificate of incorporation, bylaws, any 
agreement or otherwise.

The Restated Certificate of Incorporation of the Company provides that a 
director of the Company shall not be personally liable to the Company or its 
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of 
loyalty to the Company 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 DGCL, or (iv) for any transaction from 
which the director derived an improper personal benefit.

The Bylaws of the Company provide that the Company will reimburse any 
director or officer of the Company, whether or not then in office (and his 
heirs and administrators), to the full extent permitted by Section 145 of the 
DGCL for all reasonable expenses incurred by or imposed upon him in 
connection with, or resulting from any action, suit, or proceeding to which 
he may be made a party by reason of his being or having been a director or 
officer of the Company or any of its subsidiaries, or of any other 
corporation at the request of the Company.  The Company also may make such 
reimbursement in the event of a settlement of any such action, suit or 
proceeding prior to final adjudication when such settlement appears to be in 
the interest of the Company.  This right of reimbursement is not to be 
exclusive of other rights to which the director or officer may be entitled as 
a matter of law.

Insofar as indemnification for liabilities arising under the Securities Act 
may be permitted to directors, officers or persons controlling the Company 
pursuant to the foregoing provisions, the Company has been advised that in 
the opinion of the Commission such indemnification is against 
public policy as expressed in the Securities Act and is therefore unenforceable.




No dealer, salesman or other person has been 
authorized to give any information or to make 
any representation not contained in this 
Prospectus in connection with the offering 
made hereby.  If given or made, such 
information or representation must not be 
relied upon as having been authorized by the 
Company.  Neither the delivery of this 
Prospectus nor any sale made hereunder shall 
under any circumstances create any 
implication that the information contained 
herein is correct as of any time subsequent to 
the date hereof.  This Prospectus does not 
constitute an offer to sell or a solicitation of 
an offer to buy any securities in any 
jurisdiction to any person to whom it would 
be unlawful to make such an offer or 
solicitation in such jurisdiction.

                                     





        1,874,971 SHARES


        THE BOMBAY COMPANY, 
        INC. 


        COMMON STOCK


        PROSPECTUS


        October 29, 1997


 
TABLE OF CONTENTS


Available Information       

Incorporation of Certain Documents
  by Reference      
                                  
Use of Proceeds     

Selling Shareholders        

Plan of Distribution        

Legal Matters       

Experts     

Indemnification     





        PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents, which have been filed with the Commission by the 
Company, are incorporated herein by reference and made a part hereof:  

(i)     Annual Report on Form 10-K for the year ended February 1, 1997 
("Annual Report");

(ii)    All other reports filed with the Commission pursuant to Section 13(a) 
or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of 
the fiscal year covered by the Annual Report;

(iii)   The description of the Company's Common Stock contained in the 
Company's Registration Statement on Form 8-A filed May 17, 1993; and

(iv)    The description of certain rights of certain holders of the Company's 
Common Stock contained in the Company's Registration Statement on Form 8-A 
filed June 12, 1995.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent 
to the date of this Registration Statement and prior to the filing of a 
post-effective amendment that indicates that all securities offered have been 
sold or that deregisters all securities then remaining unsold, shall be 
deemed to be incorporated herein by reference and to be a part hereof from 
the date of filing of such documents.  Any statement contained in a document 
incorporated or deemed to be incorporated by reference herein shall be deemed 
to be modified or superseded for purposes of this Registration Statement to 
the extent that a statement contained herein or in any other subsequently 
filed document which also is or is deemed to be incorporated by reference 
herein modifies or supersedes such statement.  Any such statement so modified 
or superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.


Item 6.  Indemnification of Directors and Officers.

Delaware General Corporation Law

Section 145(a) of the General Corporation Law of the State of Delaware (the 
"DGCL") provides that a corporation may 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.  The termination of any action, 
suit or proceeding by judgment, order, settlement, conviction, or upon 
a plea of nolo contendere or its equivalent, shall not, of itself, create a 
presumption that the person did not act in good faith and in a manner which 
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 
reasonable cause to believe that his conduct was unlawful.

Section 145(b) of the DGCL states that a corporation may 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 he is or was 
a director, officer, employee or agent of the corporation, or is or was 
serving at the request or agent of another corporation, partnership, joint 
venture, trust or other enterprise 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 and except that no indemnification shall 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(c) of the DGCL provides that to the extent that a director, 
officer, employee or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in 
subsections (a) and (b) of Section 145, or in 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.

Section 145(d) of the DGCL states that any indemnification under subsections 
(a) and (b) of Section 145 (unless ordered by a court) shall be made by the 
corporation only as authorized in the specific case upon a determination that 
indemnification of the director, officer, employee or agent is proper in the 
circumstances because he has met the applicable standard of conduct set forth 
in subsections (a) and (b).  Such determination shall be made (1) by the 
board of directors by a majority vote of a quorum consisting of directors who 
were not parties to such action, suit or proceeding, or (2) if such a quorum 
is not obtainable, or, even if obtainable, a quorum of disinterested 
directors so directs, by independent legal counsel in a written opinion, or 
(3) by the stockholders.

Section 145(e) of the DGCL provides that expenses (including attorneys' fees) 
incurred by an officer or director in defending any civil, criminal, 
administrative or investigative action, suit or proceeding may be paid by the 
corporation in advance of the final disposition of such action, suit or 
proceeding upon receipt of an undertaking by or on behalf of such director or 
officer to repay such amount if it shall ultimately be determined that he is 
not entitled to be indemnified by the corporation as authorized in Section 
145.  Such expenses (including attorneys' fees) incurred by other employees 
and agents may be so paid upon such terms and conditions, if any, as the 
board of directors deems appropriate.

Section 145(f) of the DGCL states that the indemnification and advancement of 
expenses provided by, or granted pursuant to, the other subsections of 
Section 145 shall not be deemed exclusive of any other rights to which those 
seeking indemnification or advancement of expenses may be entitled under any 
bylaw, agreement, vote of stockholders or disinterested directors or otherwise, 
both as to action in his official capacity and as to action in another 
capacity while holding such office.

Section 145(g) of the DGCL provides that a corporation shall have the power 
to purchase and maintain insurance on behalf of any person who 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 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 liability under 
the provisions of Section 145.

Section 145(j) of the DGCL states that the indemnification and advancement of 
expenses provided by, or granted pursuant to, 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 the heirs, executors and administrators of such a 
person.

Certificate of Incorporation

The Restated Certificate of Incorporation of the Company provides that a 
director of the Company shall not be personally liable to the Company or its 
stockholders for monetary damages for breach of fiduciary duty as a director, 
except for liability (i) for any breach of the director's duty of 
loyalty to the Company 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 DGCL, or (iv) for any transaction from 
which the director derived an improper personal benefit.


Bylaws

The Bylaws of the Company provide that the Company will reimburse any 
director or officer of the Company, whether or not then in office (and his 
heirs and administrators), to the full extent permitted by Section 145 of the 
DGCL for all reasonable expenses incurred by or imposed upon him 
in connection with, or resulting from any action, suit, or proceeding to 
which he may be made a party by reason of his being or having been a director 
or officer of the Company or any of its subsidiaries, or of any other 
corporation at the request of the Company.  The Company also may make such 
reimbursement in the event of a settlement of any such action, suit or 
proceeding prior to final adjudication when such settlement appears to be in 
the interest of the Company.  This right of reimbursement is not to be 
exclusive of other rights to which the director or officer may be entitled as 
a matter of law.

Insurance

The Company intends to maintain liability insurance for the benefit of its 
directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act 
of 1933 (the "Securities Act") may be permitted to directors, officers or 
controlling persons of the Company pursuant to the foregoing provisions, the 
Company has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Securities Act, as amended, and is therefore 
unenforceable.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following is a list of all exhibits filed as a part of this Registration 
Statement on Form S-8, including those incorporated herein by reference.

    Exhibit No.         Description of Exhibit

        4.1     Restated Certificate of Incorporation.(1)

        4.2     Bylaws (Restated--Effective May 21, 1997).(2)

        4.3     Form of certificate evidencing ownership of the Common Stock 
of The Bombay Company, Inc.(2)

        5.1     Opinion of Jackson Walker L.L.P.(2)

        23.1    Consent of Price Waterhouse LLP(2)

        23.2    Consent of Jackson Walker L.L.P. (contained in Exhibit 5.1)

        24.1    Power of Attorney (contained on the signature page of this 
Registration Statement)

        99      The Bombay Company, Inc. 1996 Long-Term Incentive Stock Plan.(2)
              

(1)     Previously filed as an exhibit to the Company's Annual Report on Form 
10-K for the year ended July 4, 1993.  Such exhibit is incorporated herein by 
reference.

(2)     Filed herewith.

Item   9.       Undertakings.

(a)     The Company hereby undertakes:

(1)     To file, during any period in which offers or sales are being made, a 
post-effective amendment to this Registration Statement:

(i)     To include any prospectus required by Section 10(a)(3) of the 
Securities Act;

(ii)    To reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
registration statement.  Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering range 
may be reflected in the form of prospectus filed with the Commission pursuant 
to Rule 424(b) if, in the aggregate, the changes in volume and price 
represent no more than a 20% change in the maximum aggregate offering price 
set forth in the "Calculation of Registration Fee" table in the effective 
registration statement;

(iii)   To include any material information with respect to the plan of 
distribution not previously disclosed in this Registration Statement or any 
material change to such information in this Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the Company 
pursuant to Section 13 or Section 15(d) of the Exchange 
Act that are incorporated by reference in this Registration Statement.

(2)     That, for the purpose of determining any liability under the 
Securities Act, 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 Company hereby undertakes that, for purposes of determining any 
liability under the Securities Act, each filing of the Company's annual 
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, 
where applicable, each filing of an employee benefit plan's annual report 
pursuant to Section 15(d) of the Exchange Act), that is incorporated by 
reference in this 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 may be permitted to directors, officers and controlling 
persons of the Company pursuant to the foregoing provisions, or 
otherwise, the Company has been advised that in the opinion of the Commission 
such indemnification is against public policy as expressed in the Securities 
Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Company of expenses incurred or paid by a director, officer or controlling 
person of the Company 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 Company 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 Securities Act and will be governed by the final 
adjudication of such issue.

        POWER OF ATTORNEY

Each person whose signature appears below authorizes Michael J. Veitenheimer 
to execute in the name of each such person who is then an officer or director 
of the Registrant, and to file any amendments to this Registration Statement 
necessary or advisable to enable the Registrant to comply with the Securities 
Act of 1933, as amended, and any rules, regulations and requirements of the 
Securities and Exchange Commission, in respect thereof, in connection with 
the registration of the securities that are the subject of this Registration 
Statement, which amendments may make such changes to such Registration 
Statement as such attorney may deem appropriate.




        SIGNATURE PAGE

Pursuant to the requirements of the Securities Act of 1933, as amended, The 
Bombay Company, Inc. 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 Fort Worth, State of Texas, on 
October 29, 1997. 


THE BOMBAY COMPANY, INC.


                By:  /s/ Robert S. Jackson              
Robert S. Jackson
President and Chief Executive Officer
(Principal Executive Officer)



Pursuant to the requirements of the Securities Act of 1933, as amended, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on October 29, 1997.

                Signatures                                      Title


/s/ ROBERT S. JACKSON                   President, Chief Executive
Robert S. Jackson                         Officer and Director
                                          (Principal Executive Officer)

/s/ ELAINE D. CROWLEY                   Vice President, Finance and
Elaine D. Crowley                         Treasurer
                                          (Principal Financial and Accounting
                                           Officer)

________________________                    Chairman of the Board
Clayton E. Niles                                


/s/ GLENN E. HEMMERLE                           Director
Glenn E. Hemmerle


/s/ CARSON R. THOMPSON                          Director
Carson R. Thompson


_________________________                       Director
Edmund H. Damon


/s/ ROBERT E. RUNICE                            Director
Robert E. Runice


________________________                        Director
A. Roy Megarry


/s/ SHIRLEY YOUNG                               Director
Shirley Young


/s/ BARBARA BASS                                Director
Barbara Bass





INDEX TO EXHIBITS

Exhibit 
Number  Description of Exhibit  

4.1             Restated Certificate of Incorporation.(1)

4.2             Bylaws (Restated--Effective May 21, 1997).(2)

4.3             Form of certificate evidencing ownership of the Common Stock 
of The Bombay Company, Inc.(2)

5.1             Opinion of Jackson Walker L.L.P.(2)

23.1    Consent of Price Waterhouse LLP(2)

23.2    Consent of Jackson Walker L.L.P. (contained in Exhibit 5.1)

24.1    Power of Attorney (contained on the signature page of this 
Registration Statement)

99              The Bombay Company, Inc. 1996 Long-Term Incentive Stock Plan.(2)
              

(1)     Previously filed as an exhibit to the Company's Annual Report on Form 
10-K for the year ended July 4, 1993.  Such exhibit is incorporated herein by 
reference.

(2)     Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 38580}]
{"company-data": {"conformed-name": "BOMBAY COMPANY INC", "cik": "0000096287", "assigned-sic": "5712", "irs-number": "751475223", "state-of-incorporation": "DE", "fiscal-year-end": "0128"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39057", "film-number": "97703587"}, "business-address": {"street1": "550 BAILEY AVE STE 700", "city": "FORT WORTH", "state": "TX", "zip": "76107", "phone": "8173478200"}, "mail-address": {"street1": "550 BAILEY AVENUE", "street2": "SUITE 700", "city": "FORT WORTH", "state": "TX", "zip": "76107"}, "former-company": {"former-conformed-name": "TANDY BRANDS INC", "date-changed": "19901114"}}
As filed with the Securities and Exchange Commission on October 29, 1997.
Registration No. 333-            
        

        SECURITIES AND EXCHANGE COMMISSION
        WASHINGTON, D.C. 20549

        FORM S-8

        REGISTRATION STATEMENT UNDER THE
        SECURITIES ACT OF 1933
                                         

        The Bombay Company, Inc.
        (Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)

75-1475223
(I.R.S. Employer
Identification Number)

The Bombay Company, Inc.
550 Bailey Avenue, Suite 700
Fort Worth, Texas
(Address of principal executive offices)

76107
(Zip Code)
                            

        THE BOMBAY COMPANY, INC.
        1996 LONG-TERM INCENTIVE STOCK PLAN
        (Full title of the Plan)

        Michael J. Veitenheimer, Esq.
        Vice President, Secretary, and General Counsel
        The Bombay Company, Inc.
        550 Bailey Avenue, Suite 700
        Fort Worth, Texas  76107
        (817) 347-8200
        (Name, Address, including zip code and telephone
        number, including area code, of agent of service)
        ___________________________
        COPIES TO:

        James S. Ryan, III
        Jackson Walker L.L.P.
        901 Main Street, Suite 6000
        Dallas, Texas  75202

        APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
        PURSUANT TO THE PLAN:
        From time to time after this Registration Statement becomes effective.

                         CALCULATION OF REGISTRATION FEE

Title of 
Securities to be   
Registered

Common Stock
$1.00 par value

Amount to be 
Registered

1,874,971 Shares

Proposed Maximum 
Offering Price Per 
Share(1)

$7.21875

Proposed Maximum 
Aggregate Offering 
Price (1)

$13,534,946.90

Amount of 
Registration Fee

$4,101.50

(1)     Estimated solely for the purpose of calculating the registration fee. 
Pursuant to Rules 457(c) and 457(h), the offering price and registration 
fee are computed on the basis of the average of the high and low prices of
the Common Stock, as reported by the New York Stock 
Exchange, on October 24, 1997.

Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statements No. 33-40736, dated May 21, 1991, and No. 33-55306, dated December
2, 1992, on Form S-8.

PROSPECTUS      

        1,874,971 Shares

        THE BOMBAY COMPANY, INC.

        Common Stock

This Prospectus has been prepared by The Bombay Company, Inc., a Delaware
corporation (the "Company"), for use upon resale by certain officers and
directors of the Company (the "Selling Stockholders") of up to 1,874,971
shares (the "Shares") of Common Stock, par value $1.00 per share (the
"Common Stock"), of the Company.  The Selling Stockholders have 
acquired and/or may in the future acquire Shares from the Company pursuant
to the exercise of outstanding options heretofore granted and options to be
thereafter granted to the Selling Stockholders pursuant to the provisions of
the Company's 1996 Long-Term Incentive Stock Plan the "Plan") and/or
pursuant to grants of restricted stock pursuant to the Plan.

The Shares may be sold from time to time by the Selling Stockholder or by
permitted transferees.  Such sales may be made on one or more exchanges,
including the New York Stock Exchange (the "NYSE"), or in the over the
counter market, or in negotiated transactions, in each case at prices and
at terms then prevailing or at prices related to the then current market
price or at negotiated prices and terms.  Upon any sale of the Shares
offered hereby, the Selling Stockholder or permitted transferees and
participating agents, brokers, dealers, and marketmakers may be deemed to
be underwriters as that term is defined in the Securities Act of 1933, as 
amended (the "Securities Act"), and commissions or discounts or any profit
realized on the resale of such securities may be deemed to be underwriting
commissions or discounts under the 
Securities Act.  See "Plan of Distribution."

The Common Stock is listed for trading on the NYSE under the symbol "BBA."  On 
October 24, 1997, the closing price of the Common Stock on the NYSE was
$7.00.  The Company will not receive any of the proceeds from the sales by
Selling Stockholders.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY 
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES 
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR 
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR 
ADEQUACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE.

        The date of this Prospectus is October 29, 1997.

        AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").  Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional
offices of the Commission at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center, Suite 1300,
New York, New York 10048.  Copies of such materials can also be obtained
from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C., 20549, at prescribed rates.  The Commission
maintains a Web site at http://www.sec.gov that contains reports, proxy and
information statements, and other information regarding registrants that
file electronically with the Commission.  The Common Stock is listed on the
NYSE.  Reports, proxy statements and other information concerning the 
Company can also be inspected at the offices of the NYSE at 20 Broad Street,
New York, New York  10005.

The Company has filed with the Commission a Registration Statement on Form S-8 
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the offer and sale of
the Common Stock to be issued pursuant to the Plan.  As permitted by the
rules and regulations of the Commission, this Prospectus omits certain of
the information contained in the Registration Statement.  Copies of the
Registration Statement are available from the Public Reference Section of
the Commission at prescribed rates.  Statements contained herein concerning
the provisions of documents filed with the Registration Statement are
necessarily summaries of such documents, and each such statement is
qualified in its entirety by reference to the copy of the applicable
document filed with the Commission.

The Company's principal executive offices are located at 550 Bailey Avenue,
Suite 700, Fort Worth, Texas  76107, and the Company's telephone number at
such address is (817) 347-8200.

        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, which have been filed with the Commission by the
Company, are incorporated herein by reference and made a part hereof:  

(i)     Annual Report on Form 10-K for the year ended February 1, 1997 ("Annual 
Report");

(ii)    All other reports filed with the Commission pursuant to Section 13(a) 
or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of
the fiscal year covered by the Annual Report; 

(iii)   The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed May 17, 1993; and

(iv)    The description of certain rights of certain holders of the Company's
Common Stock contained in the Company's Registration Statement on Form 8-A
filed June 12, 1995.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of Common Stock to be made hereunder shall
be deemed to be incorporated herein by reference and made a part hereof from
the date of filing of such documents.  Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein 
shall be deemed to be modified or superseded for all purposes of this
Prospectus to the extent that a statement contained herein or therein or in
any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  
Any such statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.

The Company will provide, without charge, to each person to whom a copy of this 
Prospectus  is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents, unless such exhibits are specifically 
incorporated by reference into the information that this Prospectus 
incorporates).  Written or telephonic requests for copies should be directed 
to the Company's principal office: The Bombay Company, Inc., 550 Bailey 
Avenue, Suite 700, Fort Worth, Texas 76107, Attention Michael J. 
Veitenheimer, Vice President, Secretary, and General Counsel 
(telephone: (817) 347-8200).

        USE OF PROCEEDS

The Company will not receive any proceeds from the sale of the Common Stock 
offered hereby.

        SELLING STOCKHOLDERS

The following officers and directors of the Company are eligible to receive 
shares of the Company's Common Stock upon exercise of options granted under 
the Plan:

        SELLING STOCKHOLDERS
Common 
                                       Stock
                                     Offered For      Ownership
                    Ownership         Selling            of           Percentage
                     of Common      Sharesholders'      Common            of
Name and Office     Stock Prior       Account           Stock          Common
of Beneficial Owner     to             Upon              After       Stock After
                     Offering(1)     Exercise(2)       Offering         Offering
Robert S. Jackson      58,812            0               58,812            *
President, Chief 
Executive Officer,
and Director

James E. Herlihy       186,702          396,959          583,661            1.5%
Executive Vice 
President and
Chief Financial 
Officer (3)

Michael J. 
Veitenheimer           129,197           33,000          162,197            * 
Vice President, 
General Counsel,
and Corporate 
Secretary

James Michael Smith       0             52,000          52,000             *
Vice President, 
Human Resources

Elaine D. Crowley       82,422          27,000         109,422             *
Vice President, 
Finance, 
and Treasurer

Gerald A. Cook          12,065         185,000         197,065             * 
Senior Vice President, 
Store Operations

Brent A. Magnuson       16,775         185,000         201,775             * 
Vice President, 
Merchandise Management

Daniel L. Lawrence      115,389         27,000         142,389             *    
Senior Vice President,
Multinational Sourcing

David Gruehn             17,258         25,000           42,258            *  
Vice President, 
Information Systems
[FN]
*       Less than 1%.

(1)     Includes shares to be acquired upon exercise of options granted under
the Company's 1986 Stock Option Plan, a predecessor to the Plan, some of 
which are not exercisable within 60 days of the date of this Prospectus.

(2)     Total amount of shares purchasable pursuant to the Plan, including 
shares purchasable pursuant to options, some of which are not exercisable 
within 60 days of the date of this Prospectus.

(3)     Departed the Company effective October 3, 1997.

        PLAN OF DISTRIBUTION

The Shares offered hereby may be sold from time to time by the Selling
Stockholder or permitted transferees.  The Shares may be disposed of from 
time to time in one or more transactions through any one or more of the 
following: (i) to purchasers directly, (ii) in ordinary brokerage 
transactions and transactions in which the broker solicits purchaser, (iii) 
through underwriters or dealers who may receive compensation in the form of 
underwriting discounts, concessions or commissions from the Selling 
Stockholder or permitted transferees and/or from the purchasers of the Shares
for whom they may act as agent, (iv) through the writing of options on the 
Shares, (v) the pledge of the Shares as security for any loan or obligation, 
including pledges to brokers or dealers who may, from time to time, 
themselves effect distributions of the Shares or interests therein, (vi) 
purchases by a broker or dealer as principal and resale by such broker or 
dealer for its own account pursuant to this Prospectus, (vii) a block trade 
in which the broker or dealer so engaged will attempt to sell the Shares as 
agent but may position and resell a portion of the block as principal to 
facilitate the transaction, and (viii) an exchange distribution in accordance 
with the rules of such exchange, including the NYSE, or transactions in the 
over the counter market.  Such sales may be made at prices and at terms then 
prevailing or at prices related to the then current market price or at 
negotiated prices and terms.  In effecting sales, brokers or dealers may 
arrange for other brokers or dealers to participate.  The Selling Stockholder 
or permitted transferees, and any underwriters, brokers, dealers 
or agents that participate in the distribution of the Shares, may be deemed 
to be "underwriters" within the meaning of the Securities Act, and any profit 
on the sale of the Shares by them and any discounts, commissions or 
concessions received by any such underwriters, brokers, dealers or agents may 
be deemed to be underwriting commissions or discounts under the Securities Act.

The Company will pay all of the expenses incident to the offering and sale of 
the Shares to the public other than underwriting discounts or commissions, 
brokers' fees and the fees and expenses of 
any counsel to the Selling Stockholder related thereto.

In the event of a material change in the plan of distribution disclosed in 
this Prospectus, the Selling Stockholder will not be able to effect 
transactions in the Shares pursuant to this Prospectus until such time as a 
post-effective amendment to the Registration Statement is filed with, and 
declared effective by, the Commission.

        LEGAL MATTERS

Certain legal matters in connection with the validity of the Common Stock 
offered hereby have been passed upon for the Company by Jackson Walker 
L.L.P., Dallas, Texas.

        EXPERTS

The consolidated financial statements included in the Annual Report to 
Shareholders of The Bombay Company, Inc., which is incorporated by reference 
into the Company's Annual Report on Form 10-K, and the financial statement 
schedule appearing in the Company's Annual Report on Form 10-K for the fiscal
year ended February 1, 1997, are incorporated by reference herein in reliance
upon the reports of Price Waterhouse LLP, independent accountants, given upon
the authority of such firm as experts in accounting and auditing.

        INDEMNIFICATION

Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a 
corporation to indemnify its directors and officers or former directors or 
officers and to purchase insurance with respect to liability arising out of 
their capacity or status as directors and officers.  Such law provides 
further that the indemnification permitted thereunder shall not be deemed 
exclusive of any other rights to which the directors and officers may be 
entitled under a corporation's certificate of incorporation, bylaws, any 
agreement or otherwise.

The Restated Certificate of Incorporation of the Company provides that a 
director of the Company shall not be personally liable to the Company or its 
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of 
loyalty to the Company 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 DGCL, or (iv) for any transaction from 
which the director derived an improper personal benefit.

The Bylaws of the Company provide that the Company will reimburse any 
director or officer of the Company, whether or not then in office (and his 
heirs and administrators), to the full extent permitted by Section 145 of the 
DGCL for all reasonable expenses incurred by or imposed upon him in 
connection with, or resulting from any action, suit, or proceeding to which 
he may be made a party by reason of his being or having been a director or 
officer of the Company or any of its subsidiaries, or of any other 
corporation at the request of the Company.  The Company also may make such 
reimbursement in the event of a settlement of any such action, suit or 
proceeding prior to final adjudication when such settlement appears to be in 
the interest of the Company.  This right of reimbursement is not to be 
exclusive of other rights to which the director or officer may be entitled as 
a matter of law.

Insofar as indemnification for liabilities arising under the Securities Act 
may be permitted to directors, officers or persons controlling the Company 
pursuant to the foregoing provisions, the Company has been advised that in 
the opinion of the Commission such indemnification is against 
public policy as expressed in the Securities Act and is therefore unenforceable.

No dealer, salesman or other person has been 
authorized to give any information or to make 
any representation not contained in this 
Prospectus in connection with the offering 
made hereby.  If given or made, such 
information or representation must not be 
relied upon as having been authorized by the 
Company.  Neither the delivery of this 
Prospectus nor any sale made hereunder shall 
under any circumstances create any 
implication that the information contained 
herein is correct as of any time subsequent to 
the date hereof.  This Prospectus does not 
constitute an offer to sell or a solicitation of 
an offer to buy any securities in any 
jurisdiction to any person to whom it would 
be unlawful to make such an offer or 
solicitation in such jurisdiction.

                                     

        1,874,971 SHARES

        THE BOMBAY COMPANY, 
        INC. 

        COMMON STOCK

        PROSPECTUS

        October 29, 1997

 
TABLE OF CONTENTS

Available Information       

Incorporation of Certain Documents
  by Reference      
                                  
Use of Proceeds     

Selling Shareholders        

Plan of Distribution        

Legal Matters       

Experts     

Indemnification     

        PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following documents, which have been filed with the Commission by the 
Company, are incorporated herein by reference and made a part hereof:  

(i)     Annual Report on Form 10-K for the year ended February 1, 1997 
("Annual Report");

(ii)    All other reports filed with the Commission pursuant to Section 13(a) 
or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of 
the fiscal year covered by the Annual Report;

(iii)   The description of the Company's Common Stock contained in the 
Company's Registration Statement on Form 8-A filed May 17, 1993; and

(iv)    The description of certain rights of certain holders of the Company's 
Common Stock contained in the Company's Registration Statement on Form 8-A 
filed June 12, 1995.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent 
to the date of this Registration Statement and prior to the filing of a 
post-effective amendment that indicates that all securities offered have been 
sold or that deregisters all securities then remaining unsold, shall be 
deemed to be incorporated herein by reference and to be a part hereof from 
the date of filing of such documents.  Any statement contained in a document 
incorporated or deemed to be incorporated by reference herein shall be deemed 
to be modified or superseded for purposes of this Registration Statement to 
the extent that a statement contained herein or in any other subsequently 
filed document which also is or is deemed to be incorporated by reference 
herein modifies or supersedes such statement.  Any such statement so modified 
or superseded shall not be deemed, except as so modified or superseded, to 
constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

Delaware General Corporation Law

Section 145(a) of the General Corporation Law of the State of Delaware (the 
"DGCL") provides that a corporation may 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.  The termination of any action, 
suit or proceeding by judgment, order, settlement, conviction, or upon 
a plea of nolo contendere or its equivalent, shall not, of itself, create a 
presumption that the person did not act in good faith and in a manner which 
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 
reasonable cause to believe that his conduct was unlawful.

Section 145(b) of the DGCL states that a corporation may 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 he is or was 
a director, officer, employee or agent of the corporation, or is or was 
serving at the request or agent of another corporation, partnership, joint 
venture, trust or other enterprise 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 and except that no indemnification shall 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(c) of the DGCL provides that to the extent that a director, 
officer, employee or agent of a corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in 
subsections (a) and (b) of Section 145, or in 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.

Section 145(d) of the DGCL states that any indemnification under subsections 
(a) and (b) of Section 145 (unless ordered by a court) shall be made by the 
corporation only as authorized in the specific case upon a determination that 
indemnification of the director, officer, employee or agent is proper in the 
circumstances because he has met the applicable standard of conduct set forth 
in subsections (a) and (b).  Such determination shall be made (1) by the 
board of directors by a majority vote of a quorum consisting of directors who 
were not parties to such action, suit or proceeding, or (2) if such a quorum 
is not obtainable, or, even if obtainable, a quorum of disinterested 
directors so directs, by independent legal counsel in a written opinion, or 
(3) by the stockholders.

Section 145(e) of the DGCL provides that expenses (including attorneys' fees) 
incurred by an officer or director in defending any civil, criminal, 
administrative or investigative action, suit or proceeding may be paid by the 
corporation in advance of the final disposition of such action, suit or 
proceeding upon receipt of an undertaking by or on behalf of such director or 
officer to repay such amount if it shall ultimately be determined that he is 
not entitled to be indemnified by the corporation as authorized in Section 
145.  Such expenses (including attorneys' fees) incurred by other employees 
and agents may be so paid upon such terms and conditions, if any, as the 
board of directors deems appropriate.

Section 145(f) of the DGCL states that the indemnification and advancement of 
expenses provided by, or granted pursuant to, the other subsections of 
Section 145 shall not be deemed exclusive of any other rights to which those 
seeking indemnification or advancement of expenses may be entitled under any 
bylaw, agreement, vote of stockholders or disinterested directors or otherwise, 
both as to action in his official capacity and as to action in another 
capacity while holding such office.

Section 145(g) of the DGCL provides that a corporation shall have the power 
to purchase and maintain insurance on behalf of any person who 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 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 liability under 
the provisions of Section 145.

Section 145(j) of the DGCL states that the indemnification and advancement of 
expenses provided by, or granted pursuant to, 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 the heirs, executors and administrators of such a 
person.

Certificate of Incorporation

The Restated Certificate of Incorporation of the Company provides that a 
director of the Company shall not be personally liable to the Company or its 
stockholders for monetary damages for breach of fiduciary duty as a director, 
except for liability (i) for any breach of the director's duty of 
loyalty to the Company 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 DGCL, or (iv) for any transaction from 
which the director derived an improper personal benefit.

Bylaws

The Bylaws of the Company provide that the Company will reimburse any 
director or officer of the Company, whether or not then in office (and his 
heirs and administrators), to the full extent permitted by Section 145 of the 
DGCL for all reasonable expenses incurred by or imposed upon him 
in connection with, or resulting from any action, suit, or proceeding to 
which he may be made a party by reason of his being or having been a director 
or officer of the Company or any of its subsidiaries, or of any other 
corporation at the request of the Company.  The Company also may make such 
reimbursement in the event of a settlement of any such action, suit or 
proceeding prior to final adjudication when such settlement appears to be in 
the interest of the Company.  This right of reimbursement is not to be 
exclusive of other rights to which the director or officer may be entitled as 
a matter of law.

Insurance

The Company intends to maintain liability insurance for the benefit of its 
directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act 
of 1933 (the "Securities Act") may be permitted to directors, officers or 
controlling persons of the Company pursuant to the foregoing provisions, the 
Company has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Securities Act, as amended, and is therefore 
unenforceable.

Item 7.  Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The following is a list of all exhibits filed as a part of this Registration 
Statement on Form S-8, including those incorporated herein by reference.

    Exhibit No.         Description of Exhibit

        4.1     Restated Certificate of Incorporation.(1)

        4.2     Bylaws (Restated--Effective May 21, 1997).(2)

        4.3     Form of certificate evidencing ownership of the Common Stock 
of The Bombay Company, Inc.(2)

        5.1     Opinion of Jackson Walker L.L.P.(2)

        23.1    Consent of Price Waterhouse LLP(2)

        23.2    Consent of Jackson Walker L.L.P. (contained in Exhibit 5.1)

        24.1    Power of Attorney (contained on the signature page of this 
Registration Statement)

        99      The Bombay Company, Inc. 1996 Long-Term Incentive Stock Plan.(2)
              

(1)     Previously filed as an exhibit to the Company's Annual Report on Form 
10-K for the year ended July 4, 1993.  Such exhibit is incorporated herein by 
reference.

(2)     Filed herewith.

Item   9.       Undertakings.

(a)     The Company hereby undertakes:

(1)     To file, during any period in which offers or sales are being made, a 
post-effective amendment to this Registration Statement:

(i)     To include any prospectus required by Section 10(a)(3) of the 
Securities Act;

(ii)    To reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
registration statement.  Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering range 
may be reflected in the form of prospectus filed with the Commission pursuant 
to Rule 424(b) if, in the aggregate, the changes in volume and price 
represent no more than a 20% change in the maximum aggregate offering price 
set forth in the "Calculation of Registration Fee" table in the effective 
registration statement;

(iii)   To include any material information with respect to the plan of 
distribution not previously disclosed in this Registration Statement or any 
material change to such information in this Registration Statement;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the Company 
pursuant to Section 13 or Section 15(d) of the Exchange 
Act that are incorporated by reference in this Registration Statement.

(2)     That, for the purpose of determining any liability under the 
Securities Act, 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 Company hereby undertakes that, for purposes of determining any 
liability under the Securities Act, each filing of the Company's annual 
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, 
where applicable, each filing of an employee benefit plan's annual report 
pursuant to Section 15(d) of the Exchange Act), that is incorporated by 
reference in this 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 may be permitted to directors, officers and controlling 
persons of the Company pursuant to the foregoing provisions, or 
otherwise, the Company has been advised that in the opinion of the Commission 
such indemnification is against public policy as expressed in the Securities 
Act and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Company of expenses incurred or paid by a director, officer or controlling 
person of the Company 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 Company 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 Securities Act and will be governed by the final 
adjudication of such issue.

        POWER OF ATTORNEY

Each person whose signature appears below authorizes Michael J. Veitenheimer 
to execute in the name of each such person who is then an officer or director 
of the Registrant, and to file any amendments to this Registration Statement 
necessary or advisable to enable the Registrant to comply with the Securities 
Act of 1933, as amended, and any rules, regulations and requirements of the 
Securities and Exchange Commission, in respect thereof, in connection with 
the registration of the securities that are the subject of this Registration 
Statement, which amendments may make such changes to such Registration 
Statement as such attorney may deem appropriate.

        SIGNATURE PAGE

Pursuant to the requirements of the Securities Act of 1933, as amended, The 
Bombay Company, Inc. 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 Fort Worth, State of Texas, on 
October 29, 1997. 

THE BOMBAY COMPANY, INC.

                By:  /s/ Robert S. Jackson              
Robert S. Jackson
President and Chief Executive Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on October 29, 1997.

                Signatures                                      Title

/s/ ROBERT S. JACKSON                   President, Chief Executive
Robert S. Jackson                         Officer and Director
                                          (Principal Executive Officer)

/s/ ELAINE D. CROWLEY                   Vice President, Finance and
Elaine D. Crowley                         Treasurer
                                          (Principal Financial and Accounting
                                           Officer)

________________________                    Chairman of the Board
Clayton E. Niles                                

/s/ GLENN E. HEMMERLE                           Director
Glenn E. Hemmerle

/s/ CARSON R. THOMPSON                          Director
Carson R. Thompson

_________________________                       Director
Edmund H. Damon

/s/ ROBERT E. RUNICE                            Director
Robert E. Runice

________________________                        Director
A. Roy Megarry

/s/ SHIRLEY YOUNG                               Director
Shirley Young

/s/ BARBARA BASS                                Director
Barbara Bass

INDEX TO EXHIBITS

Exhibit 
Number  Description of Exhibit  

4.1             Restated Certificate of Incorporation.(1)

4.2             Bylaws (Restated--Effective May 21, 1997).(2)

4.3             Form of certificate evidencing ownership of the Common Stock 
of The Bombay Company, Inc.(2)

5.1             Opinion of Jackson Walker L.L.P.(2)

23.1    Consent of Price Waterhouse LLP(2)

23.2    Consent of Jackson Walker L.L.P. (contained in Exhibit 5.1)

24.1    Power of Attorney (contained on the signature page of this 
Registration Statement)

99              The Bombay Company, Inc. 1996 Long-Term Incentive Stock Plan.(2)
              

(1)     Previously filed as an exhibit to the Company's Annual Report on Form 
10-K for the year ended July 4, 1993.  Such exhibit is incorporated herein by 
reference.

(2)     Filed herewith.