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 July 31, 2004

                                        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 August 28, 2004

Common stock, $1 par value                         35,818,000



                                   Page 1 of 20




<PAGE>
                    THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

                                    Form 10-Q

                           Quarter Ended July 31, 2004



                                TABLE OF CONTENTS


                          PART I - FINANCIAL INFORMATION

Item
Page No.

1.Financial Statements                                                     3-9

2. Management's Discussion and Analysis of Financial Condition and
   Results of Operations                                                 10-16

3. Quantitative and Qualitative Disclosures About Market Risk              17

4. Controls and Procedures                                                 17



                           PART II - OTHER INFORMATION


4. Submission of Matters to a Vote of Security Holders                     18

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                      Six Months Ended
                                                    July 31,      August 2,                  July 31,      August 2,
                                                      2004          2003                       2004           2003
<S>                                                 <C>            <C>                        <C>           <C>
Net revenue                                         $122,479       $130,273                   $246,060      $249,510

Costs and expenses:
     Cost of sales, buying and
        store occupancy costs                         95,074         94,863                    188,700       180,762
     Selling, general and administrative
         expenses                                     37,549         36,673                     76,869        72,257
      Operating loss                                 (10,144)        (1,263)                   (19,509)       (3,509)

Other income (expense):
     Interest income                                      19             35                         39           178
     Interest expense                                     (6)           (41)                        (4)          (42)

Loss before income taxes                             (10,131)        (1,269)                   (19,474)       (3,373)
Benefit for income taxes                              (3,803)          (501)                    (7,400)       (1,332)


     Net loss                                        $(6,328)        $ (768)                  $(12,074)     $ (2,041)

Basic and diluted earnings (loss) per share            $(.18)         $(.02)                     $(.34)        $(.06)

Average common shares outstanding                     35,670         34,556                     35,550        34,088







<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
                                       3
<PAGE>
<TABLE>
                                             THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

                                                    Consolidated Balance Sheets
                                                       (Dollars in thousands)
                                                            (Unaudited)
<CAPTION>
                                                   July 31,             January 31,               August 2,
                                                     2004                  2004                      2003
<S>                                                <C>                   <C>                     <C>
ASSETS
Current assets:
      Cash and cash equivalents                    $ 10,034              $ 25,619                $   8,914
      Inventories                                   136,620               138,908                  161,776
      Other current assets                           30,342                26,012                   22,795
            Total current assets                    176,996               190,539                  193,485

Property and equipment, net                          73,640                68,107                   46,961
Goodwill, less amortization                             423                   423                      423
Other assets                                          5,561                 5,864                   10,318
            Total assets                           $256,620              $264,933                 $251,187

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Bank borrowings                              $  2,200               $    --                 $ 13,847
      Accounts payable and accrued                   36,899                35,348                   42,104
       expenses
      Income taxes payable                               --                 1,103                       --
      Accrued payroll and bonuses                     4,074                 8,019                    6,181
      Gift certificates redeemable                    6,430                 7,129                    5,251
      Accrued insurance                               4,195                 3,730                    3,908
            Total current liabilities                53,798                55,329                   71,291
Accrued rent and other liabilities                   22,163                18,217                    5,954
Stockholders' equity:
   Preferred stock, $1 par value,
            1,000,000 shares                             --                    --                       --
      authorized, none issued
   Common stock, $1 par value,
   50,000,000 shares authorized,                     38,150                38,150                   38,150
      38,149,646 shares issued
   Additional paid-in capital                        79,778                79,210                   75,735
   Retained earnings                                 74,238                86,312                   74,320
   Accumulated other comprehensive                      142                   122                     (547)
   income (loss)
   Common shares in treasury, at cost,
    2,362,866; 2,816,772 and 3,073,478               (9,693)              (11,555)                 (12,615)
      shares, respectively
   Deferred compensation                             (1,956)                 (852)                  (1,101)
            Total stockholders' equity              180,659               191,387                  173,942

Total liabilities and stockholders'                $256,620              $264,933                 $251,187
equity
<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>
                                                                  Six Months Ended
                                                              July 31,       August 2,
                                                                2004           2003
<S>                                                           <C>             <C>
Cash flows from operating activities:
      Net loss                                                $(12,074)       $(2,041)
      Adjustments to reconcile net loss
        to net cash from operating activities:                   8,444          8,943
      Depreciation and amortization                                414             79
      Employee stock-based compensation expense                    (11)           156
      Deferred taxes and other

   Changes in assets and liabilities:
     (Increase) decrease in inventories                          2,327        (58,569)
      Increase in other current assets                          (4,925)          (999)
      Decrease in current liabilities                           (2,986)        (4,009)
      Increase in noncurrent assets                                (18)            (4)
      Increase (decrease in noncurrent liabilities)                305           (108)
   Net cash used in operating activities                        (8,524)       (56,552)
 Cash flows from investing activities:
  Purchases of property and equipment                          (14,282)       (10,765)
  Landlord constructioin allowances                              4,320             --
  Proceeds from sales of property and equipment                     26             71

   Net cash used in investing activities                        (9,936)       (10,694)
Cash flows from financing activities:
  Net bank borrowings                                            2,200         13,847
  Purchases of treasury stock                                       --            (82)

  Sale of stock to employee benefit plans                          215            147
  Proceeds from the exercise of employee stock options             514          5,291
 Net cash provided by financing activities                       2,929         19,203
Effect of exchange rate change on cash                             (54)           349
Net decrease in cash and cash equivalents                      (15,585)       (47,694)
Cash and cash equivalents at beginning of period                25,619         56,608
Cash and cash equivalents at end of period                    $ 10,034       $  8,914

<CAPTION>
Supplemental disclosure of cash flow information:
        Interest paid                                           $   --         $   97
        Income taxes paid                                        1,454          5,483
        Non-cash financing activities:
        Distributions of deferred director fees                     --            179
        Issuance of restricted stock                             1,518          1,035
<FN>
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 July 31, 2004 and August 2, 2003,
the results of operations for the three and  six  months  then  ended, and cash
flows  for  the  six  months  then  ended in accordance with the rules  of  the
Securities and Exchange Commission.   The  results  of operations for the three
and  six  month  periods  ended  July  31,  2004 and August  2,  2003  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 2003 Annual Report
on Form 10-K/A.


(2)    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  earnings (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" ("FAS 123"), to stock-based  compensation  (in  thousands,
except per share amounts):

<TABLE>
<CAPTION>
                                             Three Months Ended          Six Months Ended

                                            July 31,    August 2,      July 31,     August 2,
                                             2004         2003          2004         2003
<S>                                       <C>          <C>            <C>            <C>
Net loss, as reported                     $(6,328)     $ (768)        $(12,074)      $(2,041)
Stock-based compensation expense
  determined under FAS 123, net of tax       (535)        (325)           (884)         (549)
Net loss, pro forma                       $(6,863)     $(1,093)        $(12,958)     $(2,590)

Basic and diluted earnings (loss)
   per share, as reported                   $(.18)       $(.02)           $(.34)       $(.06)
Basic and diluted earnings (loss)
   per share, pro forma                     $(.19)       $(.03)           $(.36)       $(.08)

</TABLE>





                                       6

<PAGE>




                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements (cont'd)

  During the first quarter of Fiscal 2004, the Company awarded restricted stock
grants aggregating  115,000  shares  to a group of key employees other than the
Chief  Executive  Officer.   The  respective   shares  will  become  vested  in
designated increments contingent upon continued  employment  of  the respective
employee  based  upon specified vesting periods of at least 12 months  and  not
more  than 36 months.   Deferred  compensation  of  $795,000  was  recorded  in
conjunction  with  the grants, and will be expensed over the respective vesting
periods.

  During the second  quarter of Fiscal 2004, the Company awarded 122,980 shares
of restricted stock to  its  Chief  Executive  Officer.   Contingent  upon  his
continued  employment,  the  shares  will  become fully vested after 24 months.
Deferred compensation of $723,000 was recorded  in  conjunction with the grant,
and will be expensed over the vesting period.


(3)    Comprehensive Income/Loss

  Comprehensive  loss  for the three and six months ended  July  31,  2004  and
August 2, 2003 was as follows (in thousands):

<TABLE>
<CAPTION>
                                        Three Months Ended             Six Months Ended

                                     July 31,     August 2,         July 31,     August 2,
                                       2004         2003             2004          2003
<S>                                  <C>           <C>             <C>           <C>
Net loss                             $(6,328)      $(768)          $(12,074)     $(2,041)
Foreign currency translation
   adjustments                           403         115                 20          847
Comprehensive loss                   $(5,925)      $(653)          $(12,054)     $(1,194)
</TABLE>

(4)    Earnings (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.








                                       7



<PAGE>

                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements (cont'd)

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

 <TABLE>
 <CAPTION>
                                         Three Months Ended               Six Months Ended

                                       July 31,      August 2,          July 31,     August 2,
                                         2004          2003              2004          2003
<S>                                   <C>            <C>              <C>            <C>
Numerator:
  Net loss                            $(6,328)       $ (768)          $(12,074)      $(2,041)
Denominator for basic and diluted
   earnings (loss) per share:
   Average common shares outstanding    35,670        34,556            35,550         34,088
Basic and diluted earnings (loss)
   per share                            $ (.18)        $(.02)           $ (.34)       $ (.06)
</TABLE>

  During the three and six month periods ended  July  31,  2004  and  August 2,
2003,  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 earnings (loss) per share.  The following table presents
the potentially dilutive  securities  outstanding  at  each of the periods then
ended, which are excluded from the computation of diluted  earnings  (loss) per
share because their inclusion would be antidilutive (in thousands):

                                             July 31,       August 2,
                                               2004           2003

Stock options                                  3,329          2,940
Deferred director compensation                    34              7
   Total potentially dilutive securities       3,363          2,947



(5)    Credit Facility and Debt

  The  Company  has  an  unsecured, revolving credit agreement with a group  of
banks with an aggregate commitment of $75 million.  The facility, which expires
July 5, 2005, is for working  capital, inventory financing and letter of credit
purposes.

  Availability under the credit  facility  is  limited  to  the  lesser  of $75
million  or 45% of eligible inventory, as defined by the credit agreement.   At
July 31, 2004,  the  bank commitment was $61,285,000.  Borrowings of $2,200,000
and letters of credit  totaling  $12,002,000,  primarily  to  support inventory
purchases, were outstanding under the facility, and $47,083,000  was  available
for additional borrowings or letters of credit.

  At July 31, 2004, the Company failed to satisfy two financial covenants,  the
Fixed  Charge  Coverage Ratio and the Leverage Ratio, as such terms are defined
by the credit agreement,  a  copy  of which is on file with the SEC.  The banks
were promptly notified and have provided  written  waiver  of such deficiencies
that are effective through September 30, 2004.

                                        8




<PAGE>

                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements (cont'd)

  Management has signed a letter of intent and expects to replace the Company's
existing credit facility with a new, secured, revolving credit  facility.   The
proposed  facility  has  an aggregate commitment of up to $175 million, with an
initial  commitment  of  up  to   $125   million,  subject  to  borrowing  base
limitations.  Available commitment under the facility is based upon a borrowing
base  comprised  of  eligible  inventory and receivables,  as  defined  by  the
agreement.  The proposed facility  provides  for  borrowings,  at the Company's
option  and  subject  to certain limitations, in the form of loans  or  by  the
issuance of bankers' acceptances  with  respect  to  inventory  purchases.  The
facility is expected to expire five years after execution of the  agreement and
is  to  be  secured  by  the  Company's  inventory and receivables.  Management
expects to execute a final agreement relating  to  the  facility  on  or before
September  30, 2004, at which time the existing facility will expire coincident
with the closing of the new facility.


(6)    New Accounting Pronouncements

  In January  2003,  the  Financial  Accounting Standards Board ("FASB") issued
Interpretation  46,  "Consolidation  of  Variable   Interest   Entities   -  An
Interpretation  of  ARB  No. 51" ("FIN 46").  FIN 46 is intended to clarify the
application of ARB No. 51,  "Consolidated  Financial  Statements,"  to  certain
entities  in  which  equity  investors  do  not  have  the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity  to  finance  its  activities without additional subordinated  financial
support.  For  those entities,  a  controlling  financial  interest  cannot  be
identified based  on  an  evaluation  of  voting  interests and may be achieved
through  arrangements that do not involve voting interests.  The  consolidation
requirement  of  FIN  46  was  effective  immediately  to variable interests in
variable interest entities ("VIEs") created or obtained after January 31, 2003.
FIN 46 also sets forth certain disclosures regarding interests in VIEs that are
deemed significant, even if consolidation is not required.   In  December 2003,
the  FASB  issued  FIN  46 (revised December 2003), "Consolidation of  Variable
Interest Entities" ("FIN  46R"),  which  delayed  the  effective  date  of  the
application  to  us  of  FIN 46 to non-special purpose VIEs acquired or created
before February 1, 2003, to  the  interim  period  ended  on  May  1, 2004, and
provided  additional  technical  clarifications to implementation issues.   The
Company does not have any VIEs and,  therefore,  the adoption of FIN 46R had no
impact on its consolidated financial position or results of operations.







                                     9





<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  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  provisional  duties  on
bedroom furniture  imports  from China including 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 2003 Annual Report
on Form 10-K/A and other SEC filings as they occur.

General

  The Company designs, sources and markets a unique  line  of  fashionable home
accessories,  wall  d{e'}cor and furniture through 472 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" and "Bombay"  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 40 BombayKIDS
store  locations  as  well  as  through  catalog  and  Internet channels.   Our
wholesale operation, Bailey Street Trading Company ("Bailey Street"), markets a
limited number of furniture and accessory stock keeping  units under a separate
brand to specialty gift stores, furniture stores, department stores, catalogers
and mass merchants.  Bombay also has international licensing  agreements  under
which  a  total of 15 licensed international stores are operating in the Middle
East and the Caribbean.

                                       10




<PAGE>

  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, common
area  maintenance  charges,  utilities  and  depreciation and  amortization  of
leasehold improvements and other fixed assets relating to our retail locations.


Executive Summary

  We  focus on several key metrics in managing  and  evaluating  our  operating
performance  and  financial  condition  including,  but  not  limited  to,  the
following:    same   store  sales,  sales  and  gross  margins  by  merchandise
categories, operating  margins as a percentage of revenues, earnings (loss) per
share, cash flow, return  on assets, inventory turn, number of transactions and
average  sales  per transaction.   We  are  currently  executing  a  multiphase
turnaround, as previously  discussed  in our 2003 Annual Report on Form 10-K/A.
Our  goal  is  to improve our operating performance  and  generate  competitive
operating results in line with current market leaders in the sector.

      During Fiscal 2004 and beyond, we are focused on six critical success
factors.

      DRIVE SAME STORE SALES AT A COMPETITIVE RATE - During the first half
      of Fiscal  2004, our same store sales performance has been disappointing.
      We  believe that  the  lack  of  newness  and  flow  in  our  merchandise
      assortment  are  the  biggest  factors  contributing to the decline.  The
      decision  to  carry over inventory from Fiscal  2003  adversely  impacted
      freshness within  the  assortment  for  the  first  half  of Fiscal 2004.
      However, the significant increase in newness as we enter the  fall season
      is expected to help reverse this trend.  Additionally, the effects of the
      imposition of an anti-dumping tariff on bedroom furniture from China have
      disrupted the timeliness of product flow.  Purchases for the second  half
      of the year have been adjusted accordingly.  We also believe that we have
      been  experiencing a softer demand for moderately-priced home furnishings
      than anticipated.




                                      11


<PAGE>

     SUCCESSFULLY  CONTINUE  THE MIGRATION OF OUR STORES FROM MALL TO OFF-
     MALL LOCATIONS - We continue to pursue this strategy as our leases expire,
     and expect the move to off-mall  locations  to positively impact our store
     occupancy costs.  Key to our success is the ability to transfer sales from
     stores  that  we close in a mall location to the  new  off-mall  location.
     Through the end  of  the  second  quarter,  we  estimate that 28 of the 35
     locations that we have moved have been able to maintain  or  exceed  their
     sales  volume  during the first year of operations.  We believe that sales
     from newly relocated  stores  have  been impacted by the same factors that
     impacted the rest of the chain, including  a weakness in demand and issues
     relating to our merchandise assortment.  Through  the  end  of  the second
     quarter,  in  the  aggregate, on a four-wall basis the Company's 101  core
     off-mall locations were as profitable as its 282 mall-based locations.  We
     continue to be encouraged by the results and believe that it validates our
     overall strategy.

     GROW STORE COUNT  - Our strategy is to focus on opening stores in our
     top 25 markets, thereby  increasing  market  density  and  allowing  us to
     create  operating  efficiencies, particularly in the areas of advertising,
     logistics and field  supervision.   We  continue  to  closely  monitor the
     impact  of new stores on the performance of nearby existing stores  as  we
     assess market  density  opportunities  and  identify  new locations.  This
     information will be key to helping define our future real estate strategy.
     Currently,  60%  of  our  stores are concentrated in our top  25  markets.
     During the first and second  quarters, we opened 19 stores, including five
     BombayKIDs stores, and closed  18  stores  either  whose leases expired or
     were underperforming.  During the remainder of the year, we expect to open
     45 to 50 stores, including 10 to 11 BombayKIDs stores,  and  to  close  16
     stores,  ending  the  year with slightly more than 500 stores.  The ending
     store count reflects a  recent  decision  to reduce the store opening plan
     for Fiscal 2004 by ten stores so that we can focus on execution during the
     fourth quarter.  We expect to renew or replace substantially all stores as
     their  leases  expire and, over the long-term,  increase  store  count  by
     approximately 5% annually.

     DEVELOP BOMBAYKIDS  -  We are pleased with the performance to date of
     our BombayKIDS stores.  This  concept  allows  us  to  leverage the Bombay
     brand and reach a new customer.  BombayKIDS stores currently total 40, and
     we  plan  to  have  approximately 50 open by the end of the  fiscal  year.
     Particularly encouraging  is the impact that our BombayKIDS stores have on
     the adjacent Bombay store which have performed at a higher sales level due
     to the synergies created and  the  introduction  of  a new customer to the
     Bombay brand.

     BUILD   THE  PROPER  INFRASTRUCTURE  TO  SUPPORT  FUTURE   GROWTH   -
     Significant investments  in  infrastructure  continue to be made in Fiscal
     2004, including the addition of a distribution  center  this  quarter near
     Allentown,  Pennsylvania.   The  facility  will  reduce our dependence  on
     temporary  storage  for  that  region  and  is  expected  to  improve  our
     efficiency through both modernization with the newer  facility  and better
     proximity  to  transportation sources.  During the third quarter, our  new
     point-of-sale system  with broadband communications, already in service in
     the  U.S., will be rolled  out  to  our  Canadian  store  locations.   The
     Canadian  stores  will  benefit from faster transaction times and enhanced
     functionality as we enter the holiday season, when we typically experience
     the highest transaction volumes  of  the  year.   Key leadership positions
     have  been  filled,  including  a  General  Merchandise Manager  and  Vice
     President of Financial Planning and Analysis.  Although the costs of these
     and  other investments have been difficult to  leverage  with  the  recent
     revenue  declines,  we  continue  to believe that they are critical to our
     future profitability and growth.


                                      12
<PAGE>
     GENERATE PROFIT MARGIN EXPANSION  -  Our ability to execute the first
     five  critical  success  factors  should lead us  to  better  profit  flow
     through.  While our progress to date  has  been  disappointing, we believe
     that  the  opportunity  exists for us, in the long-term,  to  improve  our
     operating results to approach  those  of  industry  leaders in our sector.
     We believe that there are significant opportunities for to increase profit
     margins  through  improvements  in  gross margins and leveraging  overhead
     expense, in addition to the improvement  that  comes from sales growth and
     pursing the off-mall strategy as discussed above.


Results of Operations

Quarters Ended July 31, 2004 and August 2, 2003

  Net revenue for the quarter ended July 31, 2004 declined 6% to $122.5 million
compared to $130.3 million for the quarter ended August  2,  2003.   Same store
sales  declined 18% for the quarter as we anniversaried same store sales  gains
of 26% in  the  second  quarter of the prior year.  Sales declines were largely
the result of a lack of freshness  in  merchandise mix due to decisions made in
the fall of Fiscal 2003 that led to excess  inventory  on hand as of the end of
Fiscal 2003.   Same store sales declines in the current  period  were partially
offset by sales from new stores, net of closings, and growth from the Internet.
Revenues  attributable  to  new  stores totaled $23.0 million for the  quarter,
while stores closed during the quarter  contributed  $11.3  million in revenues
during  the  second quarter of Fiscal 2003.  Revenues from non-store  activity,
including Internet,  mail order, International and Bailey Street, accounted for
9% of sales for the quarter compared to 8% last year.

  The following table  outlines  the  sales  mix  by  product  category for the
quarters ended July 31, 2004 and August 2, 2003:


                                 Three Months Ended

                              July 31,       August 2,
                                2004            2003
Sales mix:
   Large furniture               34%             31%
   Occasional furniture          17              20
   Wall decor                    13              13
   Accessories                   36              36
                                100%            100%





  Growth  in  BombayKIDS  helped  drive  the  increased  penetration  of  large
furniture  during  the quarter while the occasional furniture category declined
as a result of the lack  of newness.  The average ticket declined 5% during the
second quarter while the number  of  total  transactions  decreased  1%.   On a
geographical  basis,  all regions of the United States and Canada reported same
store sales declines in  the double-digit range, compared to last year's strong
double-digit same store sales increases.






                                       13
<PAGE>
Cost of sales, including  buying  and  occupancy costs, was $95.1 million for
the second fiscal quarter compared to $94.9  million  for  the same period last
year.   As a percentage of revenue, cost of sales increased to  77.6%  for  the
quarter compared  to  72.8%  for  the  prior  year  period due primarily to the
negative impact of the increase in fixed costs while  experiencing a decline in
same store sales.  Buying and occupancy costs were 370 basis points higher than
last  year,  at 22.3% of revenue, compared to 18.6% in the  second  quarter  of
Fiscal  2003.   Store  occupancy  costs  increased  12%  over  the  prior  year
comparable  quarter  while  retail square footage increased 18% since August 2,
2003.  Buying costs increased 20 basis points, and product margins declined 110
basis points primarily due to the loss of leverage on fixed logistics costs.

  Selling, general and administrative  expenses were $37.5 million, or 30.7% of
revenue, compared to $36.7 million, or 28.2%  of  revenue,  for  the comparable
period of the prior year.  Store four-wall costs increased $1.1 million  due to
a  $.6  million  increase  in  store  payroll, related to the 12% growth in the
number  of  stores,  and  $.5  million  increase  in  telecommunication  costs,
primarily related to the costs of the broadband  network  installed in the U.S.
stores last fall.  As a percentage of revenue, store four-wall  costs increased
170  basis  points as same store sales declines resulted in deleveraging  fixed
costs at the  store  level.  Marketing and visual merchandising costs increased
$.6 million, or 80 basis  points, principally resulting from an increase in the
number of markets receiving  the  monthly Sunday newspaper inserts for both the
Bombay  and  BombayKIDS  operations.    Corporate  general  and  administrative
expenses  declined  $.9  million, or 10 basis  points,  principally  due  to  a
reduction of $1.3 million  in  depreciation  and  amortization  resulting  from
accelerated  amortization  taken in Fiscal 2003 on the point-of-sale system and
components of the merchandising  planning  and  allocation  systems  which were
replaced  last  year.   Additionally,  foreign  exchange  gain  relating to our
Canadian  operations  resulted  in decreased expenses of $.4 million  from  the
prior year.  No provision was made  during  the  current  quarter for incentive
bonuses to corporate executives, which accounted for an additional  $.8 million
of  expense last year.  These decreases in corporate general and administrative
expenses  were  partially  offset  by  higher  insurance costs, which rose $1.0
million  related  primarily  to  higher  self-insured  medical  costs,  and  by
professional services, which increased $.4  million  related  to  higher legal,
accounting and Internet hosting costs.

  For the quarter ended July 31, 2004, interest income was $19,000 and interest
expense was $6,000, compared to income of $35,000 and expense of $41,000 in the
second quarter of Fiscal 2003.  Improvement is a result of higher average  cash
balances  during  the  quarter  coupled with seasonal borrowings beginning at a
later date than last year, related to lower inventory levels as compared to the
prior year.


Six Months Ended July 31, 2004 and August 2, 2003

  Net revenue was $246.1 million  for  the  six  months  ended  July  31,  2004
compared  to $249.5 million for the six months ended August 2, 2003, a decrease
of 1%.  Same  store sales declined 13% for the year-to-date as we anniversaried
same store sales  gains  of  25%  in  the  first half of the prior year.  Sales
declines were largely the result of a lack of  freshness in merchandise mix due
to decisions made in the fall of Fiscal 2003 that  led  to  excess inventory on
hand as of the end of Fiscal 2003.  Same store sales declines  in  the  current
period  were  partially  offset  by sales from new stores, net of closings, and
growth from the Internet and Bailey  Street.  New stores accounted for revenues
of  $44.9 million during the first half  of  Fiscal  2004,  and  stores  closed
through  the  second  quarter contributed revenues of $21.8 million in the same
period last year.  Revenues  from  non-store activity, including Internet, mail
order, International and Bailey Street, accounted for 9% of sales for the year-
to-date period compared to 8% last year.




                                         14
<PAGE>
  The following table outlines the sales  mix  by  product category for the six
month periods ended July 31, 2004 and August 2, 2003:



                                Six Months Ended

                            July 31,      August 2,
                             2004           2003
Sales mix:
   Large furniture            35%            33%
   Occasional furniture       17             19
   Wall d{e'}cor              14             14
   Accessories                34             34
                             100%           100%




  Growth  in  BombayKIDS  helped  drive  the  increased  penetration  of  large
furniture during the period.  The average ticket declined  6%  during the year-
to-date  while  the  number  of  total transactions, including those  from  new
stores, increased 4%.  On a geographical  basis,  all  regions  of  the  United
States  and Canada reported same store sales declines within a relatively tight
range, compared to last year's strong double-digit same store sales increases.

   Cost of  sales, including buying and occupancy costs, was $188.7 million, or
76.7% of revenue,  for the six months compared to $180.8 million, or 72.4%, for
the same period last  year.   The  higher costs as a percentage of revenue were
due  primarily  to the negative impact  of  the  increase  in  fixed  costs  in
conjunction with  same  store  sales declines.  Buying and occupancy costs were
300 basis points higher than last  year, at 22.2% of revenue, compared to 19.2%
in the first six months of Fiscal 2003.   Store  occupancy  costs increased 13%
while retail square footage increased 18% due to new store openings  in larger,
off-mall  locations.   Buying  costs  increased  30  basis  points, and product
margins declined 130 basis points for the year-to-date due primarily  to higher
logistics costs measured against a lower sales volume.

  Selling, general and administrative expenses increased $4.6 million to  $76.9
million  compared to $72.3 million for the comparable period of the prior year.
As a percentage  of  revenue, selling, general and administrative expenses were
31.2% for the six months ended July 31, 2004 and 29.0% for the six months ended
August 2, 2003.  Store four-wall costs increased $3.3 million related primarily
to a $2.0 million increase in store payroll, resulting from the 12% increase in
store count, and a $1.0  million increase in telecommunication costs, primarily
related to the costs of the  broadband  network  installed  last  fall  in U.S.
stores.  As a percentage of revenue, store four-wall costs increased 150  basis
points as same store sales declines resulted in deleveraging fixed costs at the
store  level.  Marketing and visual merchandising costs increased $1.0 million,
or 50 basis  points,  primarily  as  a  result  of an increase in the number of
markets receiving the monthly Sunday newspaper inserts  for both the Bombay and
BombayKIDS operations.  Corporate general and administrative expenses increased
$.3 million or 30 basis points.  Insurance and taxes were  $1.6 million higher,
principally  related  to  higher  self-insured  medical  costs.  Payroll  costs
increased $.8 million as a result of additional infrastructure  investments and
severance  costs associated with vice president level changes made  to  reflect
the current needs of the business.  Additionally, professional services rose by
$.5 million, reflecting higher legal, accounting and Internet consulting costs.
These increases  were  substantially  offset  by  a decline in depreciation and
amortization resulting primarily from accelerated amortization  taken in Fiscal
2003  associated  with the retirement of the old point-of-sale system  and  the
lack  of  accrual  for  performance-based  incentive  compensation  for  senior
management.
                                      15

<PAGE>
For the year-to-date  July 31, 2004, interest income was $39,000 and interest
expense was $4,000, compared  to  income  of $178,000 and expense of $42,000 in
the first half of Fiscal 2003.  The decrease  in  interest income is the result
of lower average cash balances in the current year,  particularly  in the first
quarter, related to higher average inventory levels in the earlier part  of the
period.   Lower  expense is a result of beginning seasonal borrowings later  in
the current period  than  during  last  year, as a result of lowering inventory
levels and later timing of seasonal inventory build-up in the current year.

Liquidity and Capital Resources

  The primary sources of liquidity and capital  resources  are  cash flows from
operations  and  a  line of credit.  We currently have an unsecured,  revolving
credit agreement with  a  group of banks, with an aggregate commitment of up to
$75 million for working capital  and  letter of credit purposes.   Availability
under the credit facility is limited to  the  lesser  of  $75 million or 45% of
eligible inventory, as defined by the credit agreement.  At  July 31, 2004, the
bank  commitment  was  $61.3  million,  with  letters of credit and  borrowings
outstanding  totaling  $12.0  million and $2.2 million,  respectively,  leaving
$47.1 million available for borrowings  or  additional  letters of credit.  The
credit facility, which expires July 5, 2005, gives us the  option to request an
increase in the aggregate commitment to $100 million, subject  to  approval  by
the banks, through the addition of another lending bank or increased commitment
by  the  existing  lending  banks.   At July 31, 2004, we failed to satisfy two
financial covenants, the Fixed Charge Coverage Ratio and the Leverage Ratio, as
such terms are defined by the credit agreement, a copy of which is on file with
the SEC.  The banks were promptly notified  and have provided written waiver of
such deficiencies that are effective through September 30, 2004.

  We have signed a letter of intent to replace the current credit facility with
a new, secured, revolving credit facility with  a  commitment  of  up  to  $175
million in order to finance the growing need for working capital as we continue
to  open  stores.  We are in the process of negotiating the final agreement and
expect to execute  the new facility on or before September 30, 2004.  Our long-
term strategy is to  utilize our credit facility to finance seasonal borrowings
and to utilize cash flow  from  operations and our balance sheet to finance our
capital programs.

  At July 31, 2004, inventory levels  were  $136.6  million  compared to $161.8
million  at  August 2, 2003.  On a per store basis, inventory declined  25%  to
$289,000 from  August  2,  2003.   Inventory  levels last year were higher than
required as a result of our focus on being in-stock  for  the  duration of each
promotional  event,  and  to  support forecasted double-digit same store  sales
increases.  The decrease in inventory  level  on a per store basis this year is
consistent with our plans to improve inventory  turns  from 2.2 times in Fiscal
2003  to  2.4  times  during  Fiscal  2004,  and  with more conservative  sales
forecasts in the current year.

  During the first six months of Fiscal 2004, we opened  14 large format Bombay
stores  and  five  BombayKIDS stores.  Eighteen stores were closed  during  the
period.  As of the end  of  the second quarter, we had 364 large format stores,
22 regular stores, 46 outlets  and  40  BombayKIDS  stores  for  a total of 472
stores.  During the remainder of Fiscal 2004, we plan to open 45 to  50 stores,
including approximately 10 to 11 BombayKIDS locations.

  Our  capital expenditures plan, net of landlord construction allowances,  for
Fiscal 2004  is  expected  to  total approximately $30 million for the year and
includes the cost of opening new  stores,  migrating  stores  from mall to off-
mall,  expanding our distribution facilities in the northeast and  rolling  out
our new  point-of-sales  system  and  broadband  communications to our Canadian
operations.   We  believe  that  our  current  cash position,  cash  flow  from
operations and the proposed, expanded, credit facility  will  be  sufficient to
fund our operations and capital expenditure programs during the current year.


                                    16

<PAGE>
                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

  As of July 31, 2004, the Company does not have any market risk sensitive
instruments.


Item 4.  Controls and Procedures

  Pursuant  to  Rule  13a-15  under  the  Securities  Exchange Act of 1934,  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.  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  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.  In conjunction with its preparation toward compliance
with  Section  404  of  the  Sarbanes-Oxley  Act of 2002, the Company is in the
process  of  implementing certain enhancements with  respect  to  its  internal
control over financial  reporting.   Specifically,  the  Company  is  enhancing
segregation  of  duties  within  its information technology systems and further
restricting  system  access.   These  matters  have  been  discussed  with  the
Company's independent accountants,  with  the  Audit  and Finance Committee and
with the Board of Directors of the Company.  Management,  including  the  Chief
Executive  Officer and Chief Financial Officer, expects that these enhancements
will be in place by October 30, 2004.









                                      17


 <PAGE>

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


Item 4.  Submission of Matters to a Vote of Security Holders

(a)   The Annual  Meeting  of  Shareholders  of the Company was held on May 26,
2004.

(b)   Directors  elected  to  hold  office are listed  in  the  attached  Proxy
Statement, which is incorporated herein by reference.

      Directors elected:Paul J. Raffin, Julie L. Reinganum and Bruce R. Smith
      Continuing directors:James  D.  Carreker,  John  H.  Costello,  Susan  T.
                        Groenteman,  Laurie M. Shahon and Nigel Travis

(c)
      (i)  Election of directors:

           Name                          For             Withheld
           Paul J. Raffin            31,212,196         1,017,431
           Julie L. Reinganum        31,108,074         1,121,553
           Bruce R. Smith            31,182,708         1,046,919

      (ii) Ratify PricewaterhouseCoopers LLP as independent auditors:

           For                        Against            Abstain
           31,769,459                  389,796           70,373










                                      18



<PAGE>

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)                               Restricted Stock Agreement with
                                        Executive Officer

   10 (b)                               Employment Agreement with Executive
                                        Officer

    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 May 20, 2004, the Company filed a Form 8-K reporting the results of
its earnings for the first
     fiscal quarter ended May 1, 2004.

     On May 24, 2004, the Company filed a Form 8-K related to FD disclosure
  regarding its Internet business relationship.















                                       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: September 8, 2004              James D. Carreker
                                        Chairman of the Board and
                                        Chief Executive Officer





                                         /S/ ELAINE D. CROWLEY
   Date: September 8, 2004              Elaine D. Crowley
                                        Senior Vice President, Chief
                                        Financial Officer and Treasurer
























                                      20