UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C.  20549


                                   FORM 8-K


                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported):  MAY 26, 2005


                           THE BOMBAY COMPANY, INC.
            (Exact name of registrant as specified in its charter)


                                    DELAWARE
                 (State or other Jurisdiction of Incorporation)

                 1-7832                              75-1475223
        (Commission File Number)        (I.R.S. Employer Identification No.)

           550 BAILEY AVENUE
             FORT WORTH, TX                            76107
(Address of principal executive offices)             (Zip Code)

                                 (817) 347-8200
              (Registrant's telephone number, including area code)

                                      NONE.
         (Former name or former address, if changed since last report.)


Check  the  appropriate  box  below  if  the  Form  8-K  filing  is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

   Written  communications  pursuant to Rule 425 under the Securities  Act
   (17 CFR 230.425)

   Soliciting material pursuant  to Rule 14a-12 under the Exchange Act (17
   CFR 240.14a-12)

   Pre-commencement communications  pursuant  to  Rule  14d-2(b) under the
   Exchange Act (17 CFR 240.14d-2(b))

   Pre-commencement  communications  pursuant to Rule 13e-4(c)  under  the
   Exchange Act (17 CFR 240.13d-4(c))












SECTION 1 -- REGISTRANT'S BUSINESS AND OPERATIONS.

Item 1.1 Entry into a Material Definitive Agreement.

      Please refer to the disclosure provided  under  Item 3.03 of this Current
Report on Form 8-K.


SECTION 3 -- SECURITIES AND TRADING MARKETS.

Item 3.03   Material Modification to Rights of Security Holders

      The Bombay Company, Inc., a Delaware corporation  (the "Company") entered
into  Amendment  No.  2  to Rights Agreement, dated May 26, 2005,  between  the
Company and EquiServe Trust Company, N.A., as Rights Agent (the "Amendment").

      The Amendment (i) extends the final expiration of the Rights Agreement to
June 1, 2015, (ii) changes  the  exercise  price  of  each Right from $50.00 to
$35.00, (iii) modifies the definition of "Acquiring Person"  to  increase  from
15%  to  20% the beneficial ownership level that any person or group of persons
may acquire  before  triggering  the  Rights,  (iv) adds a provision for a TIDE
(three-year independent director evaluation) Committee,  and (v) clarifies that
the Board of Directors may in good faith determine that a disposition of Common
Stock by a person inadvertently exceeding the permitted threshold has been made
as promptly as practicable.

      The TIDE Committee will consist of independent members  of  the  Board of
Directors and will review and evaluate the Rights Agreement to consider whether
it  continues to be in the best interests of the Company, its stockholders  and
any other relevant constituencies of the Company (i) at least every three years
and (ii)  sooner  if  an  acquisition  proposal is made that the TIDE Committee
believes would make such a review and evaluation  appropriate.   Following each
such review, the TIDE Committee will communicate its  conclusions  to the Board
of  Directors, including any recommendation as to whether the Rights  Agreement
should  be modified or the Rights should be redeemed.  The Company's Governance
and Nominations  Committee  will  serve  as  the  TIDE Committee as long as its
members satisfy the independence requirement.

      A copy of the Amendment is attached hereto as  Exhibit 4 and incorporated
herein by reference.


SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01 Financial Statements and Exhibits

      (c)   Exhibits

      Exhibit No.                   Description

          4       Amendment  No.  2  to Rights Agreement  dated  May  26,  2005
                  between The Bombay Company, Inc. and EquiServe Trust Company,
                  N.A.

                                   SIGNATURE

      Pursuant to the requirements of  the Securities Exchange Act of 1934, the
registrant has duly caused this report to  be  signed  on  its  behalf  by  the
undersigned hereunto duly authorized.

Date: May 27, 2005

                                    THE BOMBAY COMPANY, INC.
                                    (Registrant)



                                    By: /S/ ELAINE D. CROWLEY
                                        Elaine D. Crowley
                                        Senior Vice President, Chief Financial
                                        Officer and Treasurer