II-2
  As filed with the Securities and Exchange Commission on February 13, 2002
                                              Registration Statement 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                                           75-1475223
      (State or other                                   (I.R.S. Employer
       jurisdiction                                   Identification No.)
    of incorporation or
       organization)

 550 Bailey Avenue, Suite 700
 Fort Worth, Texas 76107 (Zip Code)
   (Address of principal
    executive offices)

                          The Bombay Company, Inc.
        Amended and Restated 2001 Non-Employee Directors' Equity 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 and telephone number of agent for service)

                                  Copy to:
                               Fred W. Fulton
                          Thompson & Knight L.L.P.
                       1700 Pacific Avenue, Suite 3300
                             Dallas, Texas 75201
                               (214) 969-1700
                     __________________________________

                      CALCULATION OF REGISTRATION FEE

 Title of securities to be   Amount     Proposed        Proposed     Amount
        Registered            to be      maximum        maximum        of
                            register    offering       aggregate    registra
                              ed(2)     price per       offering    tion fee
                                        share(1)        price(1)

Common Stock, par value      781,032       $2.30        $1,796,374   $166 (3)
$1.00 per share             shares

(1)                  Estimated  solely  for the purpose  of  calculating  the
  registration fee pursuant to Rule 457(h) under the Securities Act  of  1933
  (the  "Securities Act") and based on the average of the high and low prices
  of the common stock reported on the New York Stock Exchange on February 12,
  2002.

(2)   Pursuant  to  Rule  416, shares issuable upon any  stock  split,  stock
  dividend  or similar transaction with respect to the shares covered  hereby
  are also registered hereunder.

(3)   Pursuant  to  General Instruction E of Form S-8,  in  addition  to  the
  500,000  shares of common stock that are being registered on this Form  S-8
  for  issuance under The Bombay Company, Inc. Amended and Restated 2001 Non-
  Employee  Directors' Equity Plan (the "Successor Plan"), the registrant  is
  registering on this Form S-8 the shares of its common stock that  were  not
  issued  under the registrant's 1991 Director Stock Option Plan  (the  "1991
  Plan")  and  its  1993 Stock Deferral Plan for Non-Employee Directors  (the
  "1993  Plan") (collectively, the "Carryover Shares").  The Carryover Shares
  were previously registered for sale on Registration Statements on Form  S-8
  (No. 333-96353 and 333-39059), and the registration fees in respect of  the
  Carryover  Shares  were  paid  at the times  of  filing  such  registration
  statements.  The Successor Plan provides that the Carryover Shares  may  be
  issued under the Successor Plan.

 As  is  evidenced  by  Post-Effective Amendment No. 1  to  the  Registration
 Statement  for  the  1991 Plan and Post-Effective Amendment  No.  1  to  the
 Registration  Statement  for  the  1993  Plan  (both  of  which  are   filed
 concurrently  with this Registration Statement), the filing fees  that  have
 already  been  paid  but  that  remain  unused  total  $525.81  and  $43.80,
 respectively.  Thus, the registration fee of  $166.00 for this  Registration
 Statement is reduced by $569.61, for a net amount owed of $0.


                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.   Plan Information.*

Item   2.    Registrant  Information  and  Employee  Plan  Annual
Information.*

_____________

*  Information required by Part I to be contained in the  Section
   10(a)  prospectus is omitted from this Registration  Statement
   in  accordance with Rule 428 under the Securities Act of  1933
   and the Note to Part I of Form S-8.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents have been filed by the Registrant with the
Securities  and  Exchange  Commission  and  are  incorporated   by
reference in this Registration Statement:

(1)   the  Registrant's Annual Report on Form 10-K for the  fiscal
year ended February 3, 2001 (the "Annual Report");

(2)   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;

(3)   the  description  of  the Common  Stock  of  the  Registrant
contained in the Registration Statement on Form 8-A filed May  17,
1993,  including any amendment or report filed for the purpose  of
updating such description; and

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

In  addition,  all documents filed by the Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934 subsequent to the date of this Registration Statement and
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 in this Registration Statement 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 statement so modified or superseded  shall not  be
deemed, except as so modified or superseded, to constitute a  part
of  this Registration Statement.  Upon the written or oral request
of  any  person to whom a copy of this Registration Statement  has
been  delivered, the Company will provide without charge  to  such
person a copy of any and all documents (excluding exhibits thereto
unless  such  exhibits are specifically incorporated by  reference
into such documents) that have been incorporated by reference into
this  Registration Statement but not delivered herewith.  Requests
for  such  documents  should be addressed to 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).

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 DGLC provides that to the extent that  a
present or former officer of a corporation has been successful  on
the  merits  or  otherwise  in defense  of  any  action,  suit  or
proceedings referred to in subsections (a) and (b) of Section 145,
or  in  defense of any claim, issue or matter therein, such person
shall  be indemnified against expenses (including attorneys' fees)
actually  and  reasonably incurred by such  person  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
present  or former 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,  with respect to a person who is  a  director  or
officer at the time of such determination, (1) by a majority  vote
of  the  directors  who are not parties to such  action,  suit  or
proceeding, even though less than a quorum, or (2) by a  committee
of  such  directors designated by majority vote of such directors,
even  though  less  than a quorum, or (3) if there  are  not  such
directors,  or  if such directors so direct, by independent  legal
counsel in a written opinion, or (4) 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  such
person  is  not  entitled to be indemnified by the corporation  as
authorized  in  Section 145.  Such expenses (including  attorneys'
fees) incurred by former directors and officers or other employees
and  agents may be so paid upon such terms and conditions, if any,
as the corporation 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 such person's 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 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 corporation would
have  the  power  to indemnify such person 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  Registrant
provides that a director of the Registrant shall not be personally
liable  to the Registrant 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
Registrant 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 Registrant provide that the Registrant will
reimburse  any director or officer of the Registrant,  whether  or
not then in office (and his heirs and administrators), to the full
extent  permitted  by Section 145 of the DGCL for  all  liability,
including 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 Registrant  or  any  of  its
subsidiaries,  or of any other corporation at the request  of  the
Registrant.   The  Registrant 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 Registrant.  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.

INDEMNITY AGREEMENTS

    The  Registrant has entered into an indemnity  agreement  with
each  of  its directors.  The indemnity agreements provide certain
protections  to  such  persons against legal  claims  and  related
expenses.   A  form  of the indemnity agreement  is  filed  as  an
Exhibit  to  the Registrant's Annual Report on Form 10-K  for  the
year ended June 30, 1986.

INSURANCE

    The Registrant 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  Registrant
pursuant  to  the  foregoing provisions, 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  Securities Act, as amended, and  is  therefore
unenforceable.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

      The  following  documents  are filed  as  exhibits  to  this
Registration Statement:

     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)

           23.1  Consent of PricewaterhouseCoopers, LLP. (3)

            24.1   Power  of Attorney (included on signature  page
        of this Registration Statement).

            99.1   The  Bombay Company, Inc. Amended and  Restated
        2001 Non-Employee Directors' Equity Plan. (3)

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

              (2)      Previously  filed  as  an  exhibit  to  the
     Registrant's Registration Statement on Form S-8, File No. 333-
     39057,  dated as of October 29, 1997, and incorporated herein
     by reference.

            (3)     Filed herewith.

Item 9.   Undertakings.

     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:

            (i)    To  include any prospectus required by  Section
        10(a)(3) of the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events
        arising  after  the  effective date of  this  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  this  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; and

            (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 (1)(i) and (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 with or furnished to the Commission by
     the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange  Act of 1934 that  are  incorporated  by
     reference in this Registration Statement.

         (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.

         (4) 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 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.

         (5)  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.
                           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 Fort Worth, State of Texas on February 13, 2002.

                                THE BOMBAY COMPANY, INC.


                                By:         /s/ CARMIE MEHRLANDER
                                   Carmie   Mehrlander,  Chairman
                                   of  the  Board, President  and
                                   Chief Executive Officer


                       POWER OF ATTORNEY

   Each  person whose signature appears below authorizes  Michael
J. Veitenheimer to execute in the name of 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.

   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  February  13,
2002.


           Signature          Capacity in Which      Date
                                   Signed


      /s/ CARMIE MEHRLANDER   Chairman of the       2/08/02
      Carmie Mehrlander       Board, President
                              and Chief
                              Executive
                              Officer)


      /s/ ELAINE D. CROWLEY   Vice President,       2/12/02
      Elaine D.Crowley        Chief Financial
                              Officer and
                              Treasurer
                              (Principal
                              Financial and
                              Accounting
                              Officer)



      /s/ BARBARA BASS        Director              2/07/02
      Barbara Bass



      /s/ JOHN H. COSTELLO    Director              2/07/02
      John H.Costello



      /s/ GLENN E. HEMMERLE   Director              2/07/02
      Glenn E. Hemmerle



                              Director
      James A. Marcum



     /s/ JULIE L. REINGANUM   Director              2/07/02
     Julie L. Reinganum




    /s/ BRUCE R. SMITH        Director              2/07/02
    Bruce R. Smith
Smith


        /s/ NIGEL TRAVIS      Director              2/07/02
        Nigel Travis




                        INDEX TO EXHIBITS

Exhibit Number              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)

   23.1  Consent of PricewaterhouseCoopers, LLP. (3)

   24.1 Power  of  Attorney (included on signature page  of  this
          Registration Statement).

   99.1  The  Bombay Company, Inc. Amended and Restated 2001 Non-
          Employee Directors' Equity Plan. (3)

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

         (2)  Previously filed as an exhibit to the  Registrant's
     Registration  Statement  on Form S-8,  File  No.  333-39057,
     dated  as  of October 29, 1997, and incorporated  herein  by
     reference.

        (3) Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "direq01.txt", "description": "2001 DIRECTOR EQUITY S-8", "secsgml_size_bytes": 27546}]
{"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": "333-82758", "film-number": "02547195"}, "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"}}
II-2
  As filed with the Securities and Exchange Commission on February 13, 2002
                                              Registration Statement 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                                           75-1475223
      (State or other                                   (I.R.S. Employer
       jurisdiction                                   Identification No.)
    of incorporation or
       organization)

 550 Bailey Avenue, Suite 700
 Fort Worth, Texas 76107 (Zip Code)
   (Address of principal
    executive offices)

                          The Bombay Company, Inc.
        Amended and Restated 2001 Non-Employee Directors' Equity 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 and telephone number of agent for service)

                                  Copy to:
                               Fred W. Fulton
                          Thompson & Knight L.L.P.
                       1700 Pacific Avenue, Suite 3300
                             Dallas, Texas 75201
                               (214) 969-1700
                     __________________________________

                      CALCULATION OF REGISTRATION FEE

 Title of securities to be   Amount     Proposed        Proposed     Amount
        Registered            to be      maximum        maximum        of
                            register    offering       aggregate    registra
                              ed(2)     price per       offering    tion fee
                                        share(1)        price(1)

Common Stock, par value      781,032       $2.30        $1,796,374   $166 (3)
$1.00 per share             shares

(1)                  Estimated  solely  for the purpose  of  calculating  the
  registration fee pursuant to Rule 457(h) under the Securities Act  of  1933
  (the  "Securities Act") and based on the average of the high and low prices
  of the common stock reported on the New York Stock Exchange on February 12,
  2002.

(2)   Pursuant  to  Rule  416, shares issuable upon any  stock  split,  stock
  dividend  or similar transaction with respect to the shares covered  hereby
  are also registered hereunder.

(3)   Pursuant  to  General Instruction E of Form S-8,  in  addition  to  the
  500,000  shares of common stock that are being registered on this Form  S-8
  for  issuance under The Bombay Company, Inc. Amended and Restated 2001 Non-
  Employee  Directors' Equity Plan (the "Successor Plan"), the registrant  is
  registering on this Form S-8 the shares of its common stock that  were  not
  issued  under the registrant's 1991 Director Stock Option Plan  (the  "1991
  Plan")  and  its  1993 Stock Deferral Plan for Non-Employee Directors  (the
  "1993  Plan") (collectively, the "Carryover Shares").  The Carryover Shares
  were previously registered for sale on Registration Statements on Form  S-8
  (No. 333-96353 and 333-39059), and the registration fees in respect of  the
  Carryover  Shares  were  paid  at the times  of  filing  such  registration
  statements.  The Successor Plan provides that the Carryover Shares  may  be
  issued under the Successor Plan.

 As  is  evidenced  by  Post-Effective Amendment No. 1  to  the  Registration
 Statement  for  the  1991 Plan and Post-Effective Amendment  No.  1  to  the
 Registration  Statement  for  the  1993  Plan  (both  of  which  are   filed
 concurrently  with this Registration Statement), the filing fees  that  have
 already  been  paid  but  that  remain  unused  total  $525.81  and  $43.80,
 respectively.  Thus, the registration fee of  $166.00 for this  Registration
 Statement is reduced by $569.61, for a net amount owed of $0.

                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*

Item   2.    Registrant  Information  and  Employee  Plan  Annual
Information.*

_____________

*  Information required by Part I to be contained in the  Section
   10(a)  prospectus is omitted from this Registration  Statement
   in  accordance with Rule 428 under the Securities Act of  1933
   and the Note to Part I of Form S-8.

                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

The following documents have been filed by the Registrant with the
Securities  and  Exchange  Commission  and  are  incorporated   by
reference in this Registration Statement:

(1)   the  Registrant's Annual Report on Form 10-K for the  fiscal
year ended February 3, 2001 (the "Annual Report");

(2)   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;

(3)   the  description  of  the Common  Stock  of  the  Registrant
contained in the Registration Statement on Form 8-A filed May  17,
1993,  including any amendment or report filed for the purpose  of
updating such description; and

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

In  addition,  all documents filed by the Registrant  pursuant  to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934 subsequent to the date of this Registration Statement and
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 in this Registration Statement 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 statement so modified or superseded  shall not  be
deemed, except as so modified or superseded, to constitute a  part
of  this Registration Statement.  Upon the written or oral request
of  any  person to whom a copy of this Registration Statement  has
been  delivered, the Company will provide without charge  to  such
person a copy of any and all documents (excluding exhibits thereto
unless  such  exhibits are specifically incorporated by  reference
into such documents) that have been incorporated by reference into
this  Registration Statement but not delivered herewith.  Requests
for  such  documents  should be addressed to 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).

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 DGLC provides that to the extent that  a
present or former officer of a corporation has been successful  on
the  merits  or  otherwise  in defense  of  any  action,  suit  or
proceedings referred to in subsections (a) and (b) of Section 145,
or  in  defense of any claim, issue or matter therein, such person
shall  be indemnified against expenses (including attorneys' fees)
actually  and  reasonably incurred by such  person  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
present  or former 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,  with respect to a person who is  a  director  or
officer at the time of such determination, (1) by a majority  vote
of  the  directors  who are not parties to such  action,  suit  or
proceeding, even though less than a quorum, or (2) by a  committee
of  such  directors designated by majority vote of such directors,
even  though  less  than a quorum, or (3) if there  are  not  such
directors,  or  if such directors so direct, by independent  legal
counsel in a written opinion, or (4) 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  such
person  is  not  entitled to be indemnified by the corporation  as
authorized  in  Section 145.  Such expenses (including  attorneys'
fees) incurred by former directors and officers or other employees
and  agents may be so paid upon such terms and conditions, if any,
as the corporation 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 such person's 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 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 corporation would
have  the  power  to indemnify such person 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  Registrant
provides that a director of the Registrant shall not be personally
liable  to the Registrant 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
Registrant 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 Registrant provide that the Registrant will
reimburse  any director or officer of the Registrant,  whether  or
not then in office (and his heirs and administrators), to the full
extent  permitted  by Section 145 of the DGCL for  all  liability,
including 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 Registrant  or  any  of  its
subsidiaries,  or of any other corporation at the request  of  the
Registrant.   The  Registrant 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 Registrant.  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.

INDEMNITY AGREEMENTS

    The  Registrant has entered into an indemnity  agreement  with
each  of  its directors.  The indemnity agreements provide certain
protections  to  such  persons against legal  claims  and  related
expenses.   A  form  of the indemnity agreement  is  filed  as  an
Exhibit  to  the Registrant's Annual Report on Form 10-K  for  the
year ended June 30, 1986.

INSURANCE

    The Registrant 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  Registrant
pursuant  to  the  foregoing provisions, 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  Securities Act, as amended, and  is  therefore
unenforceable.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

      The  following  documents  are filed  as  exhibits  to  this
Registration Statement:

     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)

           23.1  Consent of PricewaterhouseCoopers, LLP. (3)

            24.1   Power  of Attorney (included on signature  page
        of this Registration Statement).

            99.1   The  Bombay Company, Inc. Amended and  Restated
        2001 Non-Employee Directors' Equity Plan. (3)

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

              (2)      Previously  filed  as  an  exhibit  to  the
     Registrant's Registration Statement on Form S-8, File No. 333-
     39057,  dated as of October 29, 1997, and incorporated herein
     by reference.

            (3)     Filed herewith.

Item 9.   Undertakings.

     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:

            (i)    To  include any prospectus required by  Section
        10(a)(3) of the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events
        arising  after  the  effective date of  this  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  this  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; and

            (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 (1)(i) and (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 with or furnished to the Commission by
     the Registrant pursuant to Section 13 or Section 15(d) of the
     Securities  Exchange  Act of 1934 that  are  incorporated  by
     reference in this Registration Statement.

         (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.

         (4) 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 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.

         (5)  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.
                           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 Fort Worth, State of Texas on February 13, 2002.

                                THE BOMBAY COMPANY, INC.

                                By:         /s/ CARMIE MEHRLANDER
                                   Carmie   Mehrlander,  Chairman
                                   of  the  Board, President  and
                                   Chief Executive Officer

                       POWER OF ATTORNEY

   Each  person whose signature appears below authorizes  Michael
J. Veitenheimer to execute in the name of 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.

   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  February  13,
2002.

           Signature          Capacity in Which      Date
                                   Signed

      /s/ CARMIE MEHRLANDER   Chairman of the       2/08/02
      Carmie Mehrlander       Board, President
                              and Chief
                              Executive
                              Officer)

      /s/ ELAINE D. CROWLEY   Vice President,       2/12/02
      Elaine D.Crowley        Chief Financial
                              Officer and
                              Treasurer
                              (Principal
                              Financial and
                              Accounting
                              Officer)

      /s/ BARBARA BASS        Director              2/07/02
      Barbara Bass

      /s/ JOHN H. COSTELLO    Director              2/07/02
      John H.Costello

      /s/ GLENN E. HEMMERLE   Director              2/07/02
      Glenn E. Hemmerle

                              Director
      James A. Marcum

     /s/ JULIE L. REINGANUM   Director              2/07/02
     Julie L. Reinganum

    /s/ BRUCE R. SMITH        Director              2/07/02
    Bruce R. Smith
Smith

        /s/ NIGEL TRAVIS      Director              2/07/02
        Nigel Travis

                        INDEX TO EXHIBITS

Exhibit Number              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)

   23.1  Consent of PricewaterhouseCoopers, LLP. (3)

   24.1 Power  of  Attorney (included on signature page  of  this
          Registration Statement).

   99.1  The  Bombay Company, Inc. Amended and Restated 2001 Non-
          Employee Directors' Equity Plan. (3)

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

         (2)  Previously filed as an exhibit to the  Registrant's
     Registration  Statement  on Form S-8,  File  No.  333-39057,
     dated  as  of October 29, 1997, and incorporated  herein  by
     reference.

        (3) Filed herewith.