EXHIBIT 10(b)

                           EMPLOYEE AWARD AGREEMENT
                               RESTRICTED STOCK
                                  PURSUANT TO
         THE BOMBAY COMPANY, INC. 1996 LONG-TERM INCENTIVE STOCK PLAN



      This  Award  Agreement  (the  "Agreement")  is  made  this  _____  day of
_____________,   ________,   between  THE  BOMBAY  COMPANY,  INC.,  a  Delaware
corporation (the "Company"), and _________________________ , an employee of the
Company or one of its subsidiaries (the "Employee").

      WHEREAS, the Company desires  to  carry  out  the  purposes of The Bombay
Company,  Inc.  1996 Long-Term Incentive Stock Plan (the "Plan")  by  affording
Employee the opportunity  to  obtain  shares  of  the Company's $1.00 par value
common stock (the "Shares").

      NOW, THEREFORE, in consideration of the mutual  covenants hereinafter set
forth for other good and valuable consideration, the parties  hereto  agree  as
follows:

      1.    Grant  of  Award.   The Company hereby grants to Employee as of the
date set forth above (the "Date of Grant") the right to receive an aggregate of
__________  shares  of the Company's  Shares,  such  Shares  being  subject  to
adjustment as provided  in  paragraph 8 hereof, and on the terms and conditions
herein set forth.  The Shares  granted  pursuant  to  this Award are granted as
restricted stock (the "Restricted Shares").

      2.    Restricted Period.  Except as otherwise provided  in  Paragraph  7,
this  Award  of  Restricted  Shares  shall  be subject to the following vesting
periods:  25% per year, as of each anniversary  of  the Date of Grant, for four
(4) years.

      3.    Purchase Price.  The purchase price of the  Restricted Shares shall
be $0.00 per Share.  For purposes of the Award, the fair  market  value of such
Shares  on the date first appearing above is acknowledged to be $_________  per
share.

      4.    Delivery  of  Shares.   Upon  satisfaction  and  completion  of the
applicable  vesting  period  as set forth in Paragraph 2 or Paragraph 7, as the
case may be, and any other conditions prescribed by the Company as set forth in
this Agreement, if any, the restrictions  applicable  to the specified quantity
of Restricted Shares shall lapse and a stock certificate  for  that  number  of
Restricted   Shares   which  have  vested  shall  be  delivered,  free  of  all
restrictions, to Employee.

      5.    Forfeiture.   All  Restricted Shares granted pursuant to this Award
to Employee which have not vested  in  accordance with Paragraph 2 or Paragraph
7,  as  the  case may be, shall be forfeited  upon  Employee's  termination  of
employment with the Company.

      6.    Taxes.   The payment of withholding tax liability by Employee shall
be a condition precedent  to the Company's obligation to issue any certificates
for Restricted Shares resulting from this Award.

      7.    Acceleration of  Delivery Dates.  Notwithstanding the provisions of
Paragraph 2 above relating to  the  vesting  period,  at  any time prior to the
fourth (4th) anniversary of the Date of Grant, (i) in the event  the  Company's
annual earnings per share, measured as of the end of the Company's fiscal year,
equals or exceeds fifty cents ($0.50) per share, the Restricted Shares shall be
100%  vested effective with the public announcement of such earnings; and  (ii)
the Committee  may,  in its discretion, permit the Restricted Shares to be 100%
vested upon any Change in Control of the Company (as defined in the Plan).

      8.    Adjustments of Shares Subject to Award.  If any Shares shall at any
time  be  changed  or  exchanged   by   reason   of   reorganization,   merger,
consolidation, recapitalization, reclassification, stock split, combination  of
shares  or a dividend payable in stock, then the aggregate number of Restricted
Shares subject  to  this  Agreement  shall  be automatically adjusted such that
Employee's proportionate interest shall be maintained  as before the occurrence
of such event.  The determination of any such adjustment by the Committee shall
be final, binding and conclusive.

      9.    No  Contract.  This Agreement does not constitute  a  contract  for
employment  and shall  not  affect  the  right  of  the  Company  to  terminate
Employee's employment for any reason whatsoever.

      10.   Rights  as  Shareholder.   This Award shall not entitle Employee to
any rights of a shareholder of the Company  or  to any notice of proceedings of
the Company with respect to any Restricted Shares  unless and until the vesting
period has been satisfied for such Restricted Shares.   None  of the Restricted
Shares may be sold, transferred, assigned, pledged or otherwise  encumbered  or
disposed  of  prior  to  the satisfaction of all restrictions prescribed by the
Company with respect to the Restricted Shares.

     11.    Restriction on  Issuance  of  Shares.   The  Company  shall  not be
required  to  issue  or deliver any certificates for Shares covered by an Award
prior to the obtaining  of  any approval from any governmental agency which the
Company shall, in its sole discretion,  determine to be necessary or advisable,
and the completion of any registration or  other  qualification  of such Shares
under  any  state  or  federal law or ruling or regulations of any governmental
body which the Company shall, in its sole discretion, determine to be necessary
or advisable.  In addition,  if  shares  reserved for issuance upon exercise of
Awards  shall not then be registered under  the  Securities  Act  of  1933  the
Company may,  upon  Employees  receipt  of  an  Award,  require Employee or his
permitted transferee to represent in writing that the Shares being acquired are
for  investment  and  not  with  a  view  to  distribution,  and may  mark  the
certificate  for the Shares with a legend restricting transfer  and  may  issue
stop transfer orders relating to such certificate to the transfer agent.

     12.    Lapse  of Award.  The Agreement shall be null and void in the event
Employee shall fail  to  sign  and  return  a counterpart hereof to the Company
within thirty (30) days of its delivery to Employee.

     13.    Binding Effect.  This Agreement shall  be  binding  upon the heirs,
executors, administrators, and successors of the parties hereto.

     14.    Modification.  No change or modification of this Agreement shall be
valid  or  binding  upon  the parties unless the change or modification  is  in
writing and signed by the parties;  provided,  however,  that  the  Company may
change or modify this Agreement without the Participant's consent or  signature
if  the  Company  determines,  in  its  sole  discretion,  that  such change or
modification is necessary for purposes of compliance with or exemption from the
requirements of Section 409A of the Internal Revenue Code of 1986,  as amended,
or  any  regulations or other guidance issued thereunder.  Notwithstanding  the
preceding  sentence,  the Company may amend the Plan to the extent permitted by
the Plan.

     15.    Governing Instrument  and  Law.   This  Award and any Shares issued
hereunder shall in all respects be governed by the terms  and provisions of the
Plan,  and by the laws of the State of Texas, and in the event  of  a  conflict
between the terms of this Agreement and the terms of the Plan, the terms of the
Plan shall control.


                               THE BOMBAY COMPANY, INC.


                               By:





Accepted and Agreed:


                                              Date:
Michael J. Veitenheimer