FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
(Mark one)
     [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended April 30, 2005

                                        OR

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

           For the transition period from ___________  to  ___________

                         Commission File Number  1-7288

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



                               Delaware             75-1475223

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

  550 Bailey Avenue, Fort Worth, Texas              76107
(Address of principal executive offices)          (Zip Code)
                            (817) 347-8200
         (Registrant's telephone number, including area code)


                (Former name, former address and former fiscal year,
                        if changed since last report)

Indicate  by  check  mark  whether  the  registrant  (1)  has filed all reports
required to be filed by Section 13 or 15(d) of the Securities  Exchange  Act of
1934  during  the  preceding  12  months  (or  for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     Yes     X             No ______

Indicate  by  check mark whether the registrant is  an  accelerated  filer  (as
defined in Rule 12b-2 of the Exchange Act.)     Yes     X             No ______

Indicate the number  of  shares  outstanding of each of the issuer's classes of
common stock as of the latest practicable date.



          Class           Number of shares outstanding at May 28, 2005

Common stock, $1 par value                 36,123,425




                                   Page 1 of 20

<PAGE>
                    THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

                                    Form 10-Q

                           Quarter Ended April 30, 2005



                                TABLE OF CONTENTS


                         PART I -- FINANCIAL INFORMATION
Item                                                              Page No.


1.Financial Statements.........................................      3-10

2.Management's Discussion and Analysis of Financial
   Condition and Results of Operations.........................      11-17

3.Quantitative and Qualitative Disclosures About Market Risk...       18

4.Controls and Procedures......................................       18



                           PART II -- OTHER INFORMATION


6.Exhibits and Reports on Form 8-K.............................        19

 Signatures....................................................       20
















                                       2

<PAGE>
<TABLE>


                          THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

                            Consolidated Statements of Operations
                          (In thousands, except per share amounts)
                                         (Unaudited)
<CAPTION>
                                                                 Three Months Ended

                                                                    April 30,    May 1,
                                                                       2005       2004
                                                                               (restated)
<S>                                                                  <C>        <C>
Net revenue.................................                         $122,111   $123,581

Costs and expenses:
               Cost of sales, buying and store occupancy costs        95,253     93,622
               Selling, general and administrative expenses           40,059     39,320
                 Operating loss                                      (13,201)    (9,361)

Other income (expense):
               Interest income.............................                8         22
               Interest expense............................            (320)         --

Loss before income taxes....................                         (13,513)    (9,339)
Benefit for income taxes.....................                         (5,513)    (3,596)

               Net loss....................................          ($8,000)   ($5,743)

Basic and diluted loss per share.............                          ($.22)     ($.16)

Average common shares outstanding............                         35,939     35,430








<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       3




<PAGE>


<TABLE>

                                         Consolidated Balance Sheets
                                            (Dollars in thousands)
                                                 (Unaudited)

<CAPTION>
                                                     April 30,        January 29,          May 1,
                                                       2005              2005              2004
                                                                                         (restated)

<S>                                                    <C>               <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents................           $ 10,386          $  9,168          $ 14,567
   Inventories..............................            151,549           144,702           131,122
   Other current assets.....................             32,783            27,022            28,072
      Total current assets....................          194,718           180,892           173,761

Property and equipment, net..............                92,746            92,012            73,902
Goodwill, less amortization..............                   423               423               423
Other assets.............................                10,445            10,846             6,000
      Total assets............................         $298,332          $284,173          $254,086

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Bank borrowings..........................           $ 28,361      $         --      $         --
   Accounts payable and accrued expenses....             41,527            48,997            30,851
   Accrued payroll and bonuses..............              4,202             5,660             3,821
   Gift certificates redeemable.............              7,850             8,312             6,404
   Accrued insurance........................              4,029             4,081             3,699
      Total current liabilities...............           85,969            67,050            44,775

Accrued rent and other long term liabilities             37,942            35,192            23,932

Stockholders' equity:
   Preferred stock, $1 par value,
      1,000,000 shares authorized.............              --                --                --
   Common stock, $1 par value, 50,000,000
      shares authorized, 38,149,646 shares issued       38,150            38,150             38,150
   Additional paid-in capital...............             79,743           79,700             79,497
   Retained earnings........................             65,737           73,737             80,199
   Accumulated other comprehensive income (loss)           794               944               (261)
   Common shares in treasury, at cost, 2,084,410;
      2,259,261 and 2,611,544 shares, respectively      (8,554)           (9,268)           (10,713)
   Deferred compensation....................            (1,449)           (1,332)            (1,493)
      Total stockholders' equity..............          174,421          181,931            185,379

Total liabilities and stockholders' equity             $298,332         $284,173           $254,086


<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>

                                       4



<PAGE>


<TABLE>

                            THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

                              Consolidated Statements of Cash Flows
                                      (Dollars in thousands)
                                           (Unaudited)
<CAPTION>
                                                                         Three Months Ended
                                                                           April 30,   May 1,
                                                                             2005       2004

                                                                                     (restated)
<S>                                                                        <C>        <C>
Cash flows from operating activities:
   Net loss.............................................                    ($8,000)  ($5,743)
   Adjustments to reconcile net loss to net cash from operating activities:
                Depreciation and amortization.......................         4,5811     4,441
                Restricted stock compensation.......................            255       154
                Deferred taxes and other............................            683      (177)
   Change in assets and liabilities:
                Increase in other assets............................         (6,981)   (3,257)
                (Increase) decrease in inventories..................         (7,062)    7,344
                Decrease in current liabilities.....................         (9,389)   (9,664)
                Increase in noncurrent liabilities..................            261       654
   Landlord construction allowances.....................                      3,149       505
   Net cash used in operating activities                                    (22,503)   (5,743)

Cash flows from investing activities:
                Purchases of property and equipment.................         (5,011)   (5,731)
                Proceeds from sales of property and equipment........           --         23
   Net cash used in investing activities................                     (5,011)   (5,708)

Cash flows from financing activities:
                Net bank borrowings.................................         28,361        --
                Sale of stock to employee benefit plans.............              6        15
                Proceeds from the exercise of employee stock options.           317       233
   Net cash provided by financing activities............                     28,684       248

Effect of exchange rate change on cash...............                            48       151

Net increase (decrease) in cash and cash equivalents.                         1,218   (11,052)
Cash and cash equivalents at beginning of period.....                         9,168    25,619
Cash and cash equivalents at end of period...........                       $10,386   $14,567

<FN>
Supplemental disclosure of cash flow information:
    Interest paid.......................................                       $274    $   --
    Income taxes paid...................................                        241        10
    Non-cash investing and financing activities:
      Distributions of restricted stock.................                        372       795
      Distribution of director fees.....................                         52        21
      Capitalization of construction period rent........                        170       297

The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       5

<PAGE>

                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements
                                  (Unaudited)


(1)    Basis of Presentation

  In  the  opinion  of  the Company, the  accompanying  unaudited  consolidated
financial statements, which  include  the  accounts of The Bombay Company, Inc.
and  its wholly-owned subsidiaries (the "Company"  or  "Bombay"),  contain  all
adjustments  (consisting  of  only  normal  recurring adjustments) necessary to
present fairly the financial position as of April 30, 2005 and May 1, 2004, the
results of operations for the three months then  ended,  and cash flows for the
three  months  then  ended in accordance with the rules of the  Securities  and
Exchange Commission.   The  results  of  operations for the three-month periods
ended  April 30, 2005 and May 1, 2004 are not  necessarily  indicative  of  the
results  to  be  expected for the full fiscal year.  The consolidated financial
statements  should   be  read  in  conjunction  with  the  financial  statement
disclosures contained in the Company's 2004 Annual Report on Form 10-K.


(2)    Restatement of Previously Issued Financial Statements

    During the fourth  quarter  of Fiscal 2004, the Company began an evaluation
of its lease accounting practices  and  determined  that  it was appropriate to
restate previously issued financial statements.  Historically,  the Company has
recognized store lease expense on a straight-line basis beginning  on  the date
that  the  store  opened.   This generally had the effect of excluding the pre-
opening store build out, fixturing  and  merchandise  stocking  periods  during
which the Company typically had no rent payments.  Based upon the evaluation of
its  lease  accounting  practices,  the Company adopted an accounting policy to
capitalize rent during the construction period and recognize straight-line rent
expense  upon  the store becoming substantially  complete  and  ready  for  its
intended use, which  results  in  recording rent expense during the merchandise
stocking periods.

    Additionally,  in  prior  periods,   proceeds  from  landlord  construction
allowances  were  reflected  as  a  component  of  cash  flows  from  investing
activities  in  the  Consolidated  Statements of Cash  Flows.   The  historical
Consolidated Statement of Cash Flows  for  the fiscal quarter ended May 1, 2004
has been restated to reflect such proceeds as  a  component  of cash flows from
operating activities.

    The effects of these restatements were as follows (in thousands):


                                      Fiscal Quarter Ended May 1, 2004
<TABLE>
<CAPTION>
                                              Impact of
                              As Reported   Restatement  As Restated
<S>                            <C>             <C>         <C>
CONSOLIDATED BALANCE SHEET
Property and equipment, net     $69,222        4,680       $73,902
Other assets.............         5,779          221         6,000
Total assets.............       249,185        4,901       254,086
Accrued rent and other
   long term liabilities.        18,664        5,268        23,932
Retained earnings........        80,566         (367)       80,199
Total stockholders' equity      185,746         (367)      185,379
Total liabilities and
   stockholders' equity..       249,185        4,901       254,086

                                       6

<PAGE>

CONSOLIDATED STATEMENT
   OF OPERATIONS
Cost of sales, buying and
   store occupancy costs.       $93,626           (4)      $93,622
Loss before income taxes.        (9,343)           4        (9,339)
Benefit for income taxes.        (3,597)           1        (3,596)
Net loss.................        (5,746)           3        (5,743)
Basic loss per share.....         $(.16)          --         $(.16)
Diluted loss per share...         $(.16)          --         $(.16)

CONSOLIDATED STATEMENT
   OF CASH FLOWS
Net cash used in
   operating activities..       $(6,248)          505      $(5,743)
Net cash used in
   investing activities..        (5,203)         (505)      (5,708)
</TABLE>


(3)    Stock-Based Compensation

  The  Company  accounts  for  its  stock-based  compensation plans  under  the
intrinsic value method.  Accordingly, no compensation expense related to grants
of stock options has been recognized, as all options  granted  under  the plans
had  an  exercise  price not less than the market price of the Company's common
stock  on  the  date of  grant.  Compensation  expense  related  to  grants  of
restricted stock  is based upon the quoted market price of the Company's common
stock at the measurement  date,  amortized  to expense over the vesting period.
The following table illustrates the effect on net loss and loss per share as if
the Company had applied the fair value recognition  provisions  of Statement of
Financial   Accounting   Standards   No.   123,   "Accounting  for  Stock-Based
Compensation" ("SFAS 123"), to stock-based compensation  (in  thousands, except
per share amounts):


Three Months Ended
<TABLE>
<CAPTION>
                                      April 30,   May 1,
                                         2005      2004
<S>                                      <C>

                                                (restated)
Net loss, as reported.............      ($8,000)  ($5,743)
Stock-based compensation expense
  determined under FAS 123, net of tax     (339)     (350)
Net loss, pro forma...............      ($8,339)  ($6,093)

Basic and diluted loss
   per share, as reported.........        ($.22)    ($.16)
Basic and diluted loss
   per share, pro forma...........        ($.23)    ($.17)
</TABLE>

  During the first quarter of Fiscal 2005, the Company awarded restricted stock
grants aggregating 82,500 shares to a group of key employees.   The  respective
shares  will  become  vested in designated increments contingent upon continued
employment of the respective  executive based upon specified vesting periods of
at least 12 months and not more  than 48 months, subject to acceleration in the
event that the Company achieves an  earnings  threshold  of  $.50 per share, at
which   time  such  restricted  shares  shall  become  100%  vested.   Deferred
compensation  of $372,000 was recorded in conjunction with the grants, and will
be expensed over the respective vesting periods.

                                       7

<PAGE>

                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements (cont'd)

(4)    Comprehensive Loss

  Comprehensive  loss for the three months ended April 30, 2005 and May 1, 2004
was as follows (in thousands):
<TABLE>
<CAPTION>
                                                        Three Months Ended

                                                        April 30,    May 1,
                                                          2005        2004
                                                                   (restated)
         <S>                                            <C>         <C>
         Net loss                                       ($8,000)    ($5,743)
         Foreign currency translation adjustments          (150)       (383)
           Comprehensive loss                           ($8,150)    ($6,126)
</TABLE>


(5)    Loss per Share

  Basic earnings (loss) per share are based upon the weighted average number of
shares  outstanding.   Diluted  earnings  (loss)  per  share are based upon the
weighted  average number of shares outstanding plus the shares  that  would  be
outstanding  assuming  exercise  of  dilutive stock options and distribution of
deferred director compensation.

  The computation for basic and diluted  loss  per  share  is  as  follows  (in
thousands, except per share amounts):

<TABLE>
<CAPTION>
                                     Three Months Ended

                                     April 30,   May 1,
                                       2005       2004
                                              (restated)
<S>                                  <C>        <C>
Numerator:
   Net loss........................  ($8,000)   ($5,743)
Denominator for basic and diluted
   loss per share:
   Average common shares outstanding   35,939    35,430
Basic and diluted loss per share...    ($.22)     ($.16)
</TABLE>

  During  the  three-month  periods  ended  April 30, 2005 and May 1, 2004, the
Company reported a net loss.  Accordingly, common  stock  equivalents  would be
anti-dilutive  during  these  periods  and,  thus,  are  not  included  in  the
computation  of  diluted  loss  per  share.   The  following table presents the
potentially dilutive securities outstanding at each  of  the periods then ended
(in thousands):

<TABLE>
<CAPTION>
                                                  April 30,   May 1,
                                                    2005       2004
<S>                                                <C>        <C>
Stock options                                      3,295      3,159
Deferred director compensation                       356        200

                                                   3,651      3,359
</TABLE>

                                       8

<PAGE>



(6)    Subsequent Event - Amendment to Shareholders' Rights Plan

  Effective  May  26, 2005, the Company amended its shareholders'  rights  plan
("Rights Agreement") to (i) extend the final expiration of the Rights Agreement
to June 1, 2015, (ii)  change  the  exercise price of each Right (as defined in
the Rights Agreement) from $50.00 to  $35.00,  (iii)  modify  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) add a provision establishing  a three-year independent director evaluation
committee ("TIDE Committee"), and (v)  clarify  that  the board of directors of
the Company may, in good faith, determine that a disposition  of Company common
stock,  by a person inadvertently exceeding the permitted threshold,  has  been
made as promptly  as  practicable  and  would  preclude  such person from being
deemed an "Acquiring Person".

  The  TIDE  Committee  will  consist of independent members of  the  board  of
directors of the Company 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.


(7)    Subsequent Event - Sale of Bailey Street

  On May 27, 2005, the Company completed the  sale  of a substantial portion of
the assets of Bailey Street Trading Company ("Bailey  Street"),  a wholly-owned
subsidiary  involved  in  the wholesale distribution of a proprietary  line  of
accent furniture, to Bailey Street Holding Company, a newly formed corporation,
independent of Bombay.  Under  the terms of the agreement, Bombay received $4.7
million in cash in return for $1.1  million  in  accounts  receivable  and $2.3
million  in  inventories  as  well  as  intellectual  property,  equipment  and
facilities  associated  with the operations. Bailey Street Holding Company will
also  assume  certain  normal   operating   liabilities   associated  with  the
operations.   The  purchase  price  is  subject  to minor adjustments  and  the
agreement requires Bombay to provide certain transition  services for up to one
year.  Bombay expects to liquidate approximately $2 million  of  inventory  not
included  in  the  sale  through  its  retail  and Internet channels.  From the
beginning  of  the  fiscal  year  and through the ongoing  liquidation  of  the
remaining inventory, the Company is  expected  to  generate  approximately  $10
million.   This  transaction  may  result  in  a  one-time,  non-cash charge of
approximately $1.2 to $1.4 million relating to the costs of exiting  the leased
distribution  center  utilized  by  Bailey Street.   Exiting the business  will
allow management to focus on its retail  operations, help provide the liquidity
needed to continue the Company's strategy  to  migrate  from  mall  to off-mall
locations and improve the overall strength of the balance sheet.  During Fiscal
2004, total revenues of Bailey Street were $15.1 million.



                                       9


<PAGE>


(8)        New Accounting Pronouncement

      In December 2004, the Financial Accounting Standards Board issued
Statement on Financial Accounting Standards No. 123 (Revised 2004) ("SFAS
123R"), Share-Based Payment.  SFAS 123R establishes standards for accounting
for transactions in which an entity exchanges its equity instruments for goods
or services.  The primary focus of SFAS 123R is on employee services obtained
in share-based payment transactions.  SFAS 123R requires that all share-based
payments to employees be recognized in the financial statements based upon
their fair values.  The cost will be recognized over the period during which an
employee is required to provide services in exchange for the award.  The
standard is effective for our financial statements beginning in Fiscal 2006, at
which time we will adopt its provisions.  We are in the process of planning our
implementation and evaluating the impact of adoption on our consolidated
financial position and results of operations.

                                       10



<PAGE>


                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES


Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Special Note Regarding Forward-Looking Statements

  Certain  statements  in  this  Form  10-Q under "Management's Discussion  and
Analysis of Financial Condition and Results of Operations" constitute "forward-
looking statements" within the meaning of  the  Private  Securities  Litigation
Reform Act of 1995.  Such forward-looking statements involve known and  unknown
risks,  uncertainties  and  other  factors  which may cause the actual results,
performance or achievements of The Bombay Company,  Inc.  and  its wholly-owned
subsidiaries  (the "Company" or "Bombay") to be materially different  from  any
future results,  performance  or  achievements  expressed  or  implied  by such
forward-looking statements.  Such factors include, among others, the following:
general   economic  and  financial  market  conditions  which  affect  consumer
confidence in the spending environment for home-related purchases; competition;
seasonality;  success  of  operating  initiatives;  new product development and
introduction  schedules;  uninterrupted  flow  of product;  acceptance  of  new
product  offerings;  inherent  safety  of  product offerings;  advertising  and
promotional  efforts;  adverse  publicity;  expansion   of   the  store  chain;
availability,  locations and terms of sites for store development;  ability  to
renew leases on  an economic basis; changes in business strategy or development
plans including risks  associated  with  the  strategy to move stores off-mall;
availability and terms of borrowings or capital  for  operating purposes; labor
and employee benefit costs; ability to obtain insurance  at  a reasonable cost;
rising  fuel  and  energy  costs  and  their  impact on the operations  of  the
business; reliance on technology; security of the technological infrastructure;
changes  in  government  or  trade  regulations including   duties  on  bedroom
furniture imports from China and the  possibility that the scope of such duties
will be expanded to encompass additional countries or product categories; risks
associated  with  international  business;  fluctuations  in  foreign  currency
exchange  rates;  terrorism;  war  or   threat  of  war;  potential  travel  or
import/export  restrictions  due  to communicable  diseases;  regional  weather
conditions; hiring and retention of  adequate and qualified personnel and other
risks and uncertainties contained in the  Company's  2004 Annual Report on Form
10-K and other SEC filings as they occur.  The Company undertakes no obligation
to revise the forward-looking statements contained herein  to reflect events or
circumstances  after  the  date  hereof as a result of new information,  future
events or otherwise.

General

  The Company designs, sources and  markets  a  unique line of fashionable home
accessories, wall d{e'}cor and furniture through  495  retail  locations  in 42
states  in  the  United States and nine Canadian provinces, specialty catalogs,
the Internet and international licensing arrangements.  Throughout this report,
the terms "our", "we",  "us",  "Bombay"  and  "Company"  refer  to  The  Bombay
Company, Inc., including its subsidiaries.

  In  addition to our primary retail Bombay operations, during 2001 we expanded
our product  offering  to  include  BombayKIDS, a line of children's furniture,
textile and accessories, which is currently  being  offered  in  55  BombayKIDS
store locations as well as through catalog and Internet channels.  Bombay  also
has  international  licensing  agreements  under  which  a total of 15 licensed
international stores are operating in the Middle East and  the  Caribbean.   On
May  27,  2005, we completed the sale of a substantial portion of the assets of
Bailey Street  Trading  Company  ("Bailey  Street"),  a wholly-owned subsidiary
involved  in  the  wholesale  distribution  of  a proprietary  line  of  accent
furniture,  to a newly formed corporation, independent  of  Bombay.   The  sale
included the  subsidiary's  trade  receivables, a portion of the inventory, and
the intangibles associated with the  operations.   The  remaining  inventory is

                                       11

<PAGE>

expected to be liquidated through the Company's other retail channels including
its Bombay retail locations, outlets, and over the Internet.

  The largest percentage of Bombay's sales and operating income is realized  in
the  fiscal  quarter that includes December (Christmas season).  Merchandise is
manufactured to  our  specifications  through  a  worldwide network of contract
manufacturers.  The impact of inflation on operating  results  is typically not
significant because the majority of our products are proprietary.   We  attempt
to  alleviate  inflationary  pressures by adjusting selling prices (subject  to
competitive conditions), improving  designs  and finding alternative production
sources in lower cost countries.

  Same store sales comparisons are calculated  based  upon  revenue from stores
opened  for more than 12 months.  Stores converted from the regular  format  to
the large  format  and  stores  relocated  from  mall to off-mall locations are
classified as new and are excluded from same store  sales  until they have been
opened  for  12  months.   Stores  relocated  within a mall and whose  size  is
significantly changed are treated as new stores  and are excluded from the same
store sales calculation until opened for a full year.  Remodeled  stores remain
in the computation of same store sales.

  Cost  of  sales  includes  all costs associated with the purchase of  product
including,  but not limited to,  vendor  cost,  inbound  transportation  costs,
duties, commission,  inspections,  quality  control,  warehousing  and outbound
transportation  costs.   Buying costs include costs associated with our  buying
department, consisting primarily  of  salaries, travel, product development and
product sample costs.  Store occupancy  costs  include costs such as rent, real
estate taxes, common area maintenance charges, utilities  and  depreciation and
amortization of leasehold improvements and other fixed assets relating  to  our
retail   locations,  net  of  benefit  recognized  from  landlord  construction
allowances.

Restatement of Previously Issued Financial Statements

  During the fourth quarter of Fiscal 2004, we began an evaluation of our lease
accounting  practices  and  determined  that  it  was  appropriate  to  restate
previously issued financial statements.  Historically, we have recognized store
lease  expense  on  a  straight-line basis beginning on the date that the store
opened.  This generally had the effect of excluding the pre-opening store build
out,  fixturing and merchandise  stocking  periods  during  which  the  Company
typically  had  no  rent  payments.   Based  upon  our  evaluation of our lease
accounting practices, we have adopted an accounting policy  to  capitalize rent
during  the  construction period and recognize straight-line rent expense  upon
the store becoming substantially complete and ready for its intended use, which
results in us recording rent expense during the merchandise stocking periods.

  Additionally,   in   prior  periods,  we  reflected  proceeds  from  landlord
construction allowances as a separately identified component of cash flows from
investing activities in  the  Consolidated  Statements  of Cash Flows.  We have
restated  our historical Consolidated Statement of Cash Flows  for  the  fiscal
quarter ended May 1, 2004 to reflect such proceeds as a component of cash flows
from operating activities.

  The restatement  includes  adjustments  to  cost  of  sales, buying and store
occupancy  costs,  income (loss) before income taxes, provision  (benefit)  for
income taxes, net income  (loss)  and  earnings (loss) per share. These changes
decreased net loss and loss per share by  $3,000  and $.00 per diluted share in
the first quarter of Fiscal 2004.  The restatement  relating  to the reflection
of proceeds from landlord construction allowances as a component  of cash flows
from  operating activities decreased our net cash used in operating  activities
and increased our net cash used in investing activities in the first quarter of
Fiscal  2004  by  $.5 million.  For information with respect to the restatement
adjustments, see Note  2 to the accompanying consolidated financial statements.
This Management's Discussion and Analysis gives effect to these restatements.

                                       12



<PAGE>


Executive Summary

  We focus on several key  metrics  in  managing  and  evaluating our operating
performance and financial condition including the following:  same store sales,
sales  and  gross  margins by merchandise categories, operating  margins  as  a
percentage of revenues,  earnings  per  share,  cash flow, return on assets and
inventory  turn.   We  are  currently  executing  a multiphase  turnaround,  as
previously discussed in our Annual Report on Form 10-K, intended to improve our
operating performance and generate competitive operating  results  in-line with
current market leaders in the sector.

      During the first quarter of Fiscal 2005, we executed to four key
corporate initiatives that we have identified for the current year:

   {circle}Return   to   positive  same  store  sales  -  Although  sales  were
      disappointing through  much  of  the quarter resulting in a 5% decline in
      same store sales, we were encouraged  by  our  positive  same store sales
      trends   in  April  with  traffic,  conversion  and  average  transaction
      improving  for  the  month.   We  expect that sales trends for the second
      quarter should improve not just because of the easier comparison but also
      as a result of the improved assortment.   Similarly,  we believe that the
      trend for the third quarter should improve over the second  quarter as we
      introduce our new fall assortment and update our merchandise presentation
      in the store to showcase our new "rooms" concept which features lifestyle
      presentation   intended  to  inspire  the  customer  with  complete  room
      settings.  The improved  quality  and freshness of the inventory, our new
      in-store presentation and the increased marketing support are designed to
      drive positive same store sales during the second quarter and second half
      of the year.

   {circle}Develop sustainable growth in  margin rate - A sustainable growth in
      margin rate requires effective coordination  and  execution  of  multiple
      initiatives across almost every area of the company.  Sustainable  margin
      improvement  requires  great  product  design  and  assortment  planning,
      competitive sourcing, efficient logistics and merchandise allocation  and
      a  compelling  marketing  message  with  an  integrated  sales  promotion
      strategy,  merchandise presentation and selling skills.  We have invested
      in each of these  areas  for 2005.  In addition to improving our mark-up,
      we believe a significant amount  of improvement potential can be realized
      by better planning, allocating and transitioning of our assortments.  Our
      merchandising, planning and allocation  teams  are more focused on making
      sure  that  we  transition  out  of  items in our assortment  with  lower
      markdown  costs  and  that  we're replacing  those  items  with  improved
      product.  Most of the benefit  of  these  efforts  is expected during the
      second half of the year.

   {circle}Ensure profitability - We have developed a two-pronged  strategy for
      this  area.  Our first strategy is to keep our corporate and store  four-
      wall selling,  general  and  administrative expenses controlled at levels
      compatible with sales levels.   Our  focus  was  on efficiency and right-
      sizing the organization for our new real-estate and operating strategies.
      For the first quarter, despite a million dollar increase  in professional
      fees  relating  to  the  merchandise  strategy study discussed below  and
      higher  audit related fees, our corporate  office  selling,  general  and
      administrative expenses were below last year.  We intend to maintain this
      running rate  on  corporate  expense while continuing our track record of
      aggressively managing our store four-wall expenses.

      Our second strategy to ensure  profitability   is  to  slow our new store
      growth  in Fiscal 2005 to allow management to focus on  existing  stores.
      We will continue  to  strategically  migrate stores from mall to off-mall
      and continue to close unprofitable stores  as  the  opportunities  arise.
      Currently  we  project  to end the year between 500 and 505 stores versus
      our previously planned range of 505 to 510 stores.

                                       13



<PAGE>


   {circle}Continue to invest wisely for the future - We have spent much of the
      past two years investing  in  our  infrastructure in order to address the
      structural issues of our business.   In  order  to reduce store occupancy
      costs, we have been migrating of mall based stores  to off-mall locations
      as  leases  expire and suitable locations become available.   During  the
      first quarter of Fiscal 2005, we opened 12 core Bombay stores in off-mall
      locations and  closed  24  mall-based stores, bringing the total off mall
      count to 150 stores or 38% of  the  total  Bombay locations.   During the
      first quarter, the contribution to overhead  of  the 150 core Bombay off-
      mall locations was over 4 times the profit of the  243  core  Bombay mall
      locations.

      We continue to invest in our systems and the tools with which we operate.
      During the first quarter, we completed the installation of store  traffic
      counters and conversion measurement tools, for all stores, which we  will
      use  to  measure store productivity as well as to track the effectiveness
      of various  promotions and media spend.  We also modified our merchandise
      planning and  allocation  tools  to  be  able  to support the new "rooms"
      merchandising concept.

      We  have  undertaken  a merchandise strategy project  through  which,  we
      expect to identify near  and  mid-term  improvement opportunities for the
      current core and BombayKIDS formats, which  may  include  changes  to our
      category  mix  and  changes  to  the  allocation  of  store space between
      categories.  The  project  commenced  during  the  first quarter  and  is
      expected to be completed by the end of the second quarter  of  this year.
      We  are  encouraged about the findings to date and are in the process  of
      integrating  the  preliminary  results  into our assortment plans for the
      upcoming Fiscal 2006 spring merchandise season.   While  this  study  was
      intended  to drive long-term profitability, we expect to be able to begin
      impacting sales and profits as early as January 2006.

      Preparations  are  being  made  to  occupy  a  new distribution center in
      Canada, replacing the current undersized facility.  The new facility will
      begin operations in the second quarter of Fiscal 2005.

      Last, we consider taking our BombayKIDS business  to  the  next  level  a
      critical  investment  for our future.  During the first quarter of Fiscal
      2005, we added four BombayKIDS  stores, bringing the total to 55 at April
      30, 2005.  We expect to add 11 to  13 BombayKIDS stores this year, taking
      our total store count to 61 to 63 stores by the end of the year, with the
      belief that this business will be a profit contributor in years to come.


Results of Operations

Quarters Ended April 30, 2005 and May 1, 2004

      Net revenue decreased 1% to $122.1 million  for  the  quarter ended April
30,  2005  from $123.6 million for the quarter ended May 1, 2004.   Same  store
sales declines  of  5%  for the quarter were partially offset by sales from new
stores, which contributed  approximately  $17.0 million in net sales, more than
offsetting  sales  from  stores  closed  during   the  past  12  months,  which
contributed $10.0 million during the first quarter of last year.  Overall sales
declines were a carryover from the prior year due to a lack of freshness in the
merchandise mix and voids created by interruptions  in  the supply chain caused
by  the  imposition  of antidumping duties.  Revenues from non-store  activity,
including Bailey Street,  Internet, mail order and International, accounted for
7% of total revenue for the  quarter compared to 10% last year due primarily to
softness in Internet and mail  order  resulting  from the decision to eliminate
certain promotional events that drove Internet sales  in the prior year.  Sales
began to improve in April with same store sales increases  of  7% for the month
due,  in  part,  to  the  shift in Easter from April to March, and to  improved
merchandise selection and assortment.

                                       14

<PAGE>

        On a geographical basis,  Canada  showed the strongest results with low
single-digit same store sales gains, with the  various  regions  of  the United
States  reporting  mid  to high single-digit same store sales declines.   While
large furniture and accessories  each  continued  to  represent approximately a
third of the business, there was a slight shift toward  more  wall d{e'}cor and
occasional furniture sales.  For the first quarter of Fiscal 2005,  both  large
furniture and accessories represented 32% of the business, occasional furniture
was  20%  and  wall  d{e'}cor  was  16%.   In the same quarter last year, large
furniture represented 34% of the business, occasional  furniture  was 19%, wall
d{e'}cor was 14% and accessories were 33%.  The strong promotional  cadence  in
wall   d{e'}cor,   coupled   with  customer  acceptance  of  some  of  the  new
introductions in that category,  drove  much of the increase in that area.  The
increase in occasional furniture was the  result  of  the  improved assortment.
The average ticket increased 2% during the first quarter while  the  number  of
total transactions, including those from new stores, declined 2%.

    Cost  of sales, including buying and occupancy costs, was $95.3 million for
the first fiscal  quarter  compared  to  $93.6 million for the same period last
year.  As a percentage of revenue, cost of  sales  increased  to  78.0% for the
quarter compared to 75.8% for the prior year period.  Declines in gross  margin
were  due primarily to the negative impact of the increase in fixed costs while
experiencing  a  decline  in    same  store  sales.  Buying and occupancy costs
increased  $1.4 million, to $28.7 million in the  current  quarter  from  $27.3
million in the  first quarter of Fiscal 2004, due to the higher store count. As
a percentage of revenue,  costs increased 140 basis points, to 23.5% of revenue
compared to 22.1% in the first  quarter  of  Fiscal  2004  due  to  the loss of
operating  leverage  due  to  the decline in same store sales compared to  last
year.  While costs increased 5%,  retail  square footage increased 9%.  Product
margins declined 80 basis points during the  quarter  due  primarily  to higher
logistics costs which were deleveraged by the lower sales base.

  Selling,  general and administrative expenses increased $.7 million to  $40.1
million, or 32.8%  of  revenue, compared to $39.3 million, or 31.8% of revenue,
for the comparable period  of  the prior year.  Store four-wall costs increased
$1.7 million related primarily to  higher  store  payroll, which increased $1.4
million, due in part to the increase in the number  of stores.  As a percentage
of revenues, store four-wall costs increased 160 basis  points  as  same  store
sales  declines  resulted  in  deleveraging  fixed  costs  at  the store level.
Marketing  and visual merchandising costs decreased $.5 million,  or  30  basis
points, primarily  due  to  the elimination of monthly Sunday newspaper inserts
for  the  Bombay operations.  Corporate  general  and  administrative  expenses
decreased 10  basis  points  during the quarter compared to last year.  Current
year  expenses  included an increase  in  professional  fees  of  $1.1  million
incurred in connection  with a merchandise strategy study and higher audit fees
resulting from the restatement.   These  additional  costs  were  substantially
offset  by  savings  in  home office payroll and lower insurance costs  as  the
Company continues to focus on expense control.

  For the quarter ended April  30,  2005,  interest  expense  was  $320,000 and
interest  income  was $8,000, compared to solely interest income of $22,000  in
the first quarter of Fiscal 2004.  Interest income during the quarter was lower
than in the previous  year  related  to  lower average cash balances, resulting
from investments in inventory and capital  expenditures  during Fiscal 2004, as
well as the losses in the same period.  The shift to interest  expense  is  the
result  of  lower  cash  balances  and  earlier  borrowings  related  to higher
inventory levels and a higher first quarter loss than in the prior year.


                                       15



<PAGE>


Liquidity and Capital Resources

      The  primary  sources  of  liquidity and capital resources are cash flows
from operations and a line of credit.   We  have  a  secured,  revolving credit
agreement  with a group of banks, with an aggregate commitment of  up  to  $125
million for working capital, inventory financing and letter of credit purposes.
The available  commitment  under  the  facility  is limited to a borrowing base
generally comprised of 75% of eligible inventory and  85%  of  receivables,  as
defined in the credit agreement and with seasonal and reserve adjustments.  The
aggregate  commitment under the facility can be increased to $175 million prior
to September  15,  2007, at the request of the Company.  At April 30, 2005, the
bank  commitment was  $80.4  million,  and  $43.0  million  was  available  for
borrowings  or  additional  letters  of  credit.   The  credit facility expires
September 15, 2009.

  At April 30, 2005, inventory levels were $151.5 million  compared  to  $131.1
million at May 1, 2004.  Inventory levels have been intentionally increased  in
preparation  for introductions of new merchandise in July.  These increases are
temporary and  represent  a  shift  in timing rather than a permanent inventory
build up.  We expect to end the year  with  inventory  levels  at  or below the
Fiscal 2004 year-end levels.

      During the first quarter of Fiscal 2005, we opened 13 large format Bombay
stores  and four BombayKIDS stores.  Twenty-four stores were closed during  the
period.  As of the end of the first quarter, we had 376 large format stores, 17
regular stores,  47 outlets and 55 BombayKIDS stores for a total of 495 stores.
During the remainder  of  Fiscal  2005,  we plan to open approximately 28 to 30
stores, including seven to nine BombayKIDS  locations,  and close approximately
21 to 24 core Bombay stores.  We anticipate that we will  end the year with 500
to 505 stores compared to 495 stores at April 30, 2005.

  Our capital expenditures plan for Fiscal 2005 is expected to total $25 to $27
million  for  the  year, excluding approximately $7 to $8 million  of  landlord
construction allowances, and includes the cost of opening 45 to 47 stores.  The
capital expenditures plan also includes relocation to a new distribution center
which replaces an existing  undersized leased facility in Canada, and continued
investment in information systems.

  From a liquidity and capital  expenditures  standpoint,  our  strategy  is to
utilize  our credit facility to finance seasonal borrowings and working capital
required by  store  growth  while  we utilize cash flow from operations and our
balance sheet to finance our long-term  capital  programs.   The operating loss
for Fiscal 2004, the first quarter of Fiscal 2005 and the resulting  decline in
the cash balance caused us, in late Fiscal 2004, to reassess our liquidity  and
capital program and investigate alternatives to fund the continued migration of
store  from  mall  to  off-mall  and  the  growth  of  the  BombayKIDS  stores.
Management  developed a plan that reduced the store growth in Fiscal 2005  from
previously announced  levels and called for the disposal of certain assets that
are either non-operating  assets  or  are not an integral component of our core
operations.  On May 27, 2005, the sale  of  a  portion  of the assets of Bailey
Street  was  completed,  generating  funds of $4.7 million.   The  Company  has
approximately  $2  million  of  Bailey Street  inventory  that  it  expects  to
liquidate at a profit through its Bombay retail locations, its outlets and over
the Internet by the end of the fiscal year.  We also plan to sell non-operating
assets, including a Company-owned  building  occupied  by  a  third party and a
parcel of land adjacent to our Company headquarters, in order to supplement our
available capital.  We expect that the proceeds from the sale of  assets of our
Bailey  Street operation, along with the sale of land and building,  should  be
adequate, when added to expected cash flow from operations, to fund our capital
expenditure  program  and  result in a higher cash balance at the end of Fiscal
2005.


                                       16



<PAGE>


New Accounting Pronouncement

In December 2004, the Financial Accounting Standards Board issued Statement on
Financial Accounting Standards No. 123 (Revised 2004) ("SFAS 123R"), Share-
Based Payment.  SFAS 123R establishes standards for accounting for transactions
in which an entity exchanges its equity instruments for goods or services.  The
primary focus of SFAS 123R is on employee services obtained in share-based
payment transactions.  SFAS 123R requires that all share-based payments to
employees be recognized in the financial statements based upon their fair
values.  The cost will be recognized over the period during which an employee
is required to provide services in exchange for the award.  The standard is
effective for our financial statements beginning in Fiscal 2006, at which time
we will adopt its provisions.  We are in the process of planning our
implementation and evaluating the impact of adoption on our consolidated
financial position and results of operations.

                                       17



<PAGE>


                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

      As of April 30, 2005, the Company does not have any market risk sensitive
instruments.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

  Pursuant to Rule 13a-15(e)  under  the  Securities  Exchange  Act of 1934, as
amended,  an  evaluation  was  performed  under  the  supervision and with  the
participation  of  the  Company's  management,  including the  Chief  Executive
Officer and Chief Financial Officer, of the effectiveness  of  the  design  and
operation  of the Company's disclosure controls and procedures as of the end of
the  period covered  by  this  report.   In  performing  this  evaluation,  the
Company's  management  considered the Company's controls over the selection and
application of our lease  accounting policies relating to the classification of
landlord allowances within  the  consolidated  statements  of  cash  flows  and
related  remediation  efforts  implemented  in the first quarter of Fiscal 2005
described below.  Based on that evaluation, the Company's management, including
the Chief Executive Officer and Chief Financial  Officer,  concluded  that  the
Company's  disclosure  controls  and  procedures were effective as of April 30,
2005 in alerting them in a timely fashion  to  material information relating to
the  Company  that  is  required to be included in periodic  filings  with  the
Securities and Exchange Commission.


Changes in Internal Control Over Financial Reporting

  Management is responsible  for establishing and maintaining adequate internal
control over financial reporting  (as defined in Rule 13a-15(f) of the Exchange
Act).   Management's  prior  assessment  of  internal  control  over  financial
reporting as of January 29, 2005  had  previously  concluded that controls over
the  selection  and  application  of  the Company's lease  accounting  policies
relating to the classification of landlord  allowances  within the consolidated
statements  of  cash  flows  were  ineffective  to  ensure  that  such  leasing
transactions  were  properly  reported in the consolidated statements  of  cash
flows.   Specifically,  landlord   allowances,   although   clearly  separately
identified,  were  improperly  included  as  a  component  of  cash flows  from
investing  activities  instead  of cash flows from operating activities,  which
resulted  in  the  restatement  of our  Fiscal  2003  and  Fiscal  2002  annual
consolidated financial statements.   Management  further  concluded  that as of
January  29,  2005, this control deficiency represented a material weakness  in
the Company's internal  control  over financial reporting based on the criteria
established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission.

  In the first quarter of Fiscal 2005,  the  Company  conducted a review of its
lease  accounting  practices  and  performed  additional  analysis   and  other
procedures  to  ensure that its consolidated financial statements were prepared
in accordance with  generally  accepted accounting principles.  The Company has
also enhanced its monitoring of  developments  surrounding  the  accounting for
leases  and  revised its accounting policies with respect to classification  of
landlord allowances in the Consolidated Statements of Cash Flows.

  Other than as  described above, there have been no significant changes in the
Company's internal  control  over financial reporting during the period covered
by this report that have materially  affected,  or  are  reasonably  likely  to
materially affect, the Company's internal control over financial reporting.

                                       18

<PAGE>


                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
                          PART II - OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

(a)   The Exhibits filed as a part of this report are listed below.

Exhibit No.                                  Description

         10(a)                         Revised Form of Option Award Agreement
                                       under the 1996 Long-Term Incentive Stock
                                       Plan

         10(b)                         Revised Form of Restricted Stock Award
                                       Agreement under the 1996 Long-Term
                                       Incentive Stock Plan

         31(a)                         Certification by Chief Executive Officer
                                       Pursuant to Rule 13a-15 and Rule 15d-15
                                       of The Securities Exchange Act of 1934,
                                       as amended

         31(b)                         Certification by Chief Financial Officer
                                       Pursuant to Rule 13a-15 and Rule 15d-15
                                       of The Securities Exchange Act of 1934,
                                       as amended

         32                            Certifications of Registrant Pursuant to
                                       18 U.S.C. Section 1350, as Adopted
                                       Pursuant to Section 906 of the Sarbanes-
                                       Oxley Act of 2002

(b)   On March 23, 2005, the Company filed a Form 8-K reporting the results of
its earnings for the fourth   quarter and fiscal year ended January 29, 2005,
which were subsequently revoked following a decision to restate previous
periods for the effects of lease accounting.

     On April 2005, the Company filed a Form 8-K reporting certain equity
  awards granted to executive officers, and announcing the resignation of a
  Director of the Company.



                                       19

<PAGE>



                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

                                  SIGNATURES

   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 thereunto duly authorized.

                                       THE BOMBAY COMPANY, INC.
                                       (Registrant)



                                        /S/ JAMES D. CARREKER
   Date: June 9, 2005                  James D. Carreker
                                       Chairman of the Board and
                                       Chief Executive Officer





                                        /S/ ELAINE D. CROWLEY
   Date: June 9, 2005                  Elaine D. Crowley
                                       Senior Vice President, Chief
                                       Financial Officer and Treasurer















                                       20