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 May 1, 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 May 29, 2004

Common stock, $1 par value                 35,540,470




                                   Page 1 of 16

<PAGE>2
                    THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

                                    Form 10-Q

                            Quarter Ended May 1, 2004



                                TABLE OF CONTENTS


                         PART I -- FINANCIAL INFORMATION
Item                                                                 Page
No.

1.Financial Statements.........................................       3-8

2.Management's Discussion and Analysis of Financial
   Condition and Results of Operations.........................      9-13

3.Quantitative and Qualitative Disclosures About Market Risk...       14

4.Controls and Procedures......................................       14



                           PART II -- OTHER INFORMATION


6.Exhibits and Reports on Form 8-K.............................       15

 Signatures....................................................       16

















                                    2


<PAGE>3

<TABLE>


                        THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

                          Consolidated Statements of Operations
                        (In thousands, except per share amounts)
                                       (Unaudited)

<CAPTION>
                                                              Three Months Ended

                                                               May 1,      May 3,
                                                                2004        2003
<S>                                                             <C>       <C>
Net revenue                                                     $123,581  $119,237

Costs and expenses:
         Cost of sales, buying and store occupancy costs          93,626    85,899
         Selling, general and administrative expenses             39,320    35,584
           Operating loss                                         (9,365)   (2,246)

Non-operating income:
         Interest income                                              22       142

Loss before income taxes                                          (9,343)   (2,104)
Income tax benefit                                                (3,597)     (831)

         Net loss                                                ($5,746)  ($1,273)

Basic earnings per share                                          ($0.16)   ($0.04)

Diluted earnings per share                                        ($0.16)   ($0.04)

Average common shares outstanding and
         dilutive potential common shares                         35,430    33,618









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


                                            3

<PAGE>4

<TABLE>

                               THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

                                      Consolidated Balance Sheets
                                         (Dollars in thousands)
                                              (Unaudited)

<CAPTION>
                                                      May 1,          January 31,     May 3,
                                                       2004              2004          2003
<S>                                                   <C>               <C>          <C>
ASSETS
Current assets:
   Cash and cash equivalents                          $ 14,567          $25,619      $ 22,417
   Inventories                                         131,122          138,908       129,682
   Other current assets                                 28,072           26,012        22,892

      Total current assets                             173,761          190,539       174,991

Property and equipment, net                             69,222           68,107        43,622
Goodwill, less amortization                                423              423           423
Other assets                                             5,779            5,864         9,961

      Total assets                                    $249,185         $264,933      $228,997

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses              $ 30,068         $ 35,348      $ 38,549
   Income taxes payable                                    783            1,103         --
   Accrued payroll and bonuses                           3,821            8,019         4,643
   Gift certificates redeemable                          6,404            7,129         5,663
   Accrued insurance                                     3,699            3,730         3,735

      Total current liabilities                         44,775           55,329        52,590

Accrued rent and other liabilities                      18,664           18,217         6,176

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                           79,497           79,210        75,375
   Retained earnings                                    80,566           86,312        75,088
   Accumulated other comprehensive income (loss)          (261)             122          (662)
   Common shares in treasury, at cost, 2,611,554;
      2,816,772 and 4,283,554 shares, respectively     (10,713)         (11,555)      (17,535)
   Deferred compensation                                (1,493)            (852)         (185)

      Total stockholders' equity                       185,746          191,387       170,231

Total liabilities and stockholders' equity            $249,185         $264,933      $228,997

<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
                                                 4

<PAGE>5

<TABLE>
<CAPTION>
                          THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

                            Consolidated Statements of Cash Flows
                                   (Dollars in thousands)
                                         (Unaudited)

                                                                        Three Months Ended
<S>                                                                     <C>          <C>
                                                                        May 1,       May 3,
                                                                         2004         2003
Cash flows from operating activities:
   Net loss                                                             ($5,746)   ($1,273)
   Adjustments to reconcile net loss
      to net cash from operating activities:
         Depreciation and amortization                                    4,240      4,064
         Employee stock-based compensation expense                          154         52
         Deferred taxes and other                                          (175)        40
   Change in assets and liabilities:
         (Increase) decrease in inventories                               7,344    (26,157)
         Increase in other current assets                                (2,956)    (1,188)
         Decrease in current liabilities                                 (9,664)    (9,032)
         Increase in noncurrent assets                                       (2)        (3)
         Increase (decrease) in noncurrent liabilities                      557        (55)

   Net cash used in operating activities                                 (6,248)   (33,552)

Cash flows from investing activities:
         Purchases of property and equipment                             (5,731)    (1,889)
         Landlord construction allowances                                   505         --
         Proceeds from sales of property and equipment                       23         51

   Net cash used in investing activities                                 (5,203)    (1,838)

Cash flows from financing activities:
         Sale of stock to employee benefit plans                             15         --
         Proceeds from the exercise of employee stock options               233      1,284

   Net cash provided by financing activities                                248      1,284

Effect of exchange rate change on cash                                      151        (85)

Net decrease in cash and cash equivalents                               (11,052)   (34,191)

Cash and cash equivalents at beginning of period                         25,619     56,608

Cash and cash equivalents at end of period                              $14,567    $22,417

Supplemental disclosure of cash flow information:
    Income taxes paid                                                      $ 10     $5,168
    Non-cash financing activities:
      Distributions of restricted stock                                     795         --


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

                                           5

<PAGE>6

                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements


(1)    Basis of Presentation

  In  the  opinion  of  the Company, the  accompanying  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  May  1, 2004 and May 3, 2003, 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 May 1,
2004  and May 3, 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.


(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 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

                                                                        May 1,   May 3,
                                                                         2004     2003

<S>                                                                    <C>      <C>

Net loss as reported                                                   ($5,746) ($1,273)

Stock-based compensation expense
  determined under FAS 123, net of tax                                    (350)    (224)

Net loss, pro forma                                                    ($6,096) ($1,497)

Basic earnings per share, as reported                                    ($.16)   ($.04)
Diluted earnings per share, as reported                                  ($.16)   ($.04)
Basic earnings per share, pro forma                                      ($.17)   ($.04)
Diluted earnings per share, pro forma                                    ($.17)   ($.04)
</TABLE>

  During the first quarter of Fiscal 2004, the Company awarded restricted stock
grants aggregating 115,000  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 36 months.  Deferred compensation  of
$795,000 was recorded in conjunction with the grants, and will be expensed over
the respective vesting periods.


                                           6

<PAGE>7


                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements (cont'd)

(3)    Comprehensive Income/Loss

  Comprehensive loss for the three months ended May 1, 2004 and May 3, 2003 was
as follows (in thousands):

<TABLE>
<CAPTION>
                                                        Three Months Ended

                                                          May 1,    May 3,
                                                           2004      2003
<S>                                                     <C>        <C>
Net loss                                                ($5,746)   ($1,273)

Foreign currency translation adjustments                   (383)       732

   Comprehensive loss                                   ($6,129)     ($541)

</TABLE>


(4)    Earnings per Share

  Basic earnings per share are based upon the weighted average number of shares
outstanding.   Diluted  earnings  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 earnings per share is as follows (in
thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                             Three Months Ended

                                                               May 1,    May 3,
                                                                2004      2003
<S>                                                           <C>      <C>
Numerator:
  Net loss                                                    ($5,746) ($1,273)

Denominator for basic and diluted
   earnings per share:
   Average common shares outstanding                           35,430   33,618

Basic and diluted earnings per share                            ($.16)   ($.04)
</TABLE>

  During the three-month periods ended May 1, 2004 and May 3, 2003, the Company
reported  a  loss.   Accordingly, during these periods common stock equivalents
would be anti-dilutive  and,  thus,  are  not  included  in  the computation of
diluted  earnings  per  share.   Following  are  the  common  stock equivalents
excluded from such computations (in thousands):

<TABLE>
<CAPTION>
                                                             May 1,    May 3,
                                                             2004       2003

<S>                                                          <C>       <C>
Stock options                                                3,159     3,506
Deferred director compensation                                 200        51
                                                             3,359     3,557
</TABLE>


                                            7

<PAGE>8





                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES

              Notes to Consolidated Financial Statements (cont'd)


(5)    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.










                                         8

<PAGE>9



                   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:
downward  pressure  in  retail due to economic pessimism and declining consumer
sentiment; competition; seasonality;  success  of  operating  initiatives;  new
product  development  and introduction schedules; uninterrupted flow of product
from overseas sources; acceptance of new product offerings including children's
merchandise; 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;
availability and terms of borrowings or capital  for  operating purposes; labor
and employee benefit costs; ability to obtain insurance  at  a reasonable cost;
reliance  on technology; security of the technological infrastructure;  changes
in  government  regulations;  risks  associated  with  international  business;
potential  business  interruptions  due  to communicable diseases, particularly
with  respect to our Canadian subsidiary; terrorism;  war  or  threat  of  war;
regional  weather  conditions; hiring and retention of key management personnel
and other risks and uncertainties contained in the Company's 2003 Annual Report
on Form 10-K 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  465  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
introduced  BombayKIDS,  a  new  line  of  children's  furniture,  textile  and
accessories, which is currently being offered  in 38 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 ("SKUs") 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 13 licensed international stores are operating in the Middle  East and
the Caribbean.

  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.

                                          9

<PAGE>10


  Same store sales comparisons are calculated  based  upon  revenue from stores
that  have  been  opened  for more than 12 months.  Stores converted  from  the
regular format to the large  format  and  stores  that have been 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 that have been
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 they
have been opened for a full year. Remodeled stores remain in the computation of
same store sales.

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

     DRIVE  SAME  STORE  SALES  AT  A COMPETITIVE RATE - During the  first
     quarter  of  Fiscal  2004,  our  same store  sales  performance  has  been
     disappointing.  We attribute our current  same store sales declines to the
     difficult comparisons of the prior year and  to  the  lack of freshness in
     our current merchandise mix.  Our "narrow and deep" merchandising strategy
     in  the  fall of 2003 and soft holiday sales had a bigger  impact  on  the
     first quarter  than originally anticipated.  Because much of the inventory
     carried over from  Fiscal  2003  was core product, we expect to be able to
     sell it in the normal course of business.   Some  of  the  negative impact
     from  this  strategy will extend into the second quarter.  We  expect  the
     trend to improve  later  in  the second quarter as new product arrives for
     the fall, beginning in July.

     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 first quarter, we estimate that all but three of 31
     locations that we have moved  have  been  able to maintain or exceed their
     sales  volume  during the first year of operations.   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.  Currently, 60% of our stores are concentrated  in
     our top 25 markets.  We are on schedule with our current year store growth
     plans and anticipate ending Fiscal 2004 with over 500 stores.   During the
     first  quarter,  we  opened four Bombay stores and three BombayKIDS stores
     while closing 13 stores  whose  leases expired.  The majority of the store
     openings are planned for the second half of the year.

     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 38  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 level due to
     the synergies created and the introduction of a new customer to the Bombay
     brand.

                                          10

<PAGE>11

     BUILD   THE   PROPER  INFRASTRUCTURE  TO  SUPPORT  FUTURE  GROWTH   -
     Significant  investments  in  infrastructure  were  made  in  Fiscal  2003
     including the  addition  of  a distribution center and a new point-of-sale
     system that uses broadband communications to the stores, designed to speed
     transaction  times  at high volume  periods  of  the  year.   Declines  in
     comparable store sales  coupled  with a seasonality that typically results
     in the first quarter being the softest  quarter from a revenue perspective
     made  it  difficult  to  leverage the higher  base  of  fixed  costs  that
     accompany these investments.   However,  we continue to believe that these
     additions  are critical to succeeding in our  growth  plans  and  leverage
     future profitability.

     GENERATE  PROFIT  MARGIN EXPANSION - Our ability to execute the first
     five  critical success factors  should  lead  us  to  better  profit  flow
     through.  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
     expansion  of profit margins through improvements  in  gross  margins  and
     overhead expense  control,  in addition to the improvement that comes from
     sales growth and pursing the off-mall strategy as discussed above.

Results of Operations

Quarters Ended May 1, 2004 and May 3, 2003

      Net revenue was $123.6 million for the quarter ended May 1, 2004 compared
to $119.2 million for the quarter  ended  May 3, 2003, an increase of 4%.  Same
store sales declined 9% for the quarter as  we  anniversaried  25%  same  store
sales gains in the first quarter of the prior year.  In addition, merchandising
decisions  in the fall of 2003, coupled with softer than planned holiday sales,
left us with  a  merchandise mix that was not as fresh in the spring of 2004 as
in the prior year.   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.   Revenues  from  non-store activity,  including
Internet, mail order, International and Bailey Street,  accounted  for  10%  of
sales for the quarter compared to 9% last year.

         On  a  geographical basis, all regions of the United States and Canada
reported same store sales declines in the high single-digit to low double-digit
range, compared to  last year's strong double-digit same store sales increases.
The  sales  mix  remained  similar  to  the  prior  year,  as  large  furniture
represented 34% of  the  business,  occasional furniture was 19%, wall d{e'}cor
was 14% and accessories were 33% compared  to  the  prior  year  of  32%  large
furniture,  21%  occasional  furniture,  14% wall d{e'}cor and 33% accessories.
Growth in BombayKIDS helped drive the increased  penetration of large furniture
during the quarter.  The average ticket declined 8%  during  the  first quarter
while  the  number  of  total  transactions,  including  those from new stores,
increased 11%.

   Cost of sales, including buying and occupancy costs, was  $93.6  million for
the  first  fiscal  quarter compared to $85.9 million for the same period  last
year.  As a percentage  of  revenue,  cost  of sales increased to 75.7% for the
quarter compared to 72.0% 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 were
220 basis points higher than last year at 22.1% of revenues  compared  to 19.9%
in  the  first  quarter of Fiscal 2003.    Store occupancy costs increased  13%
while retail square  footage  increased  15%.   Buying costs increased 40 basis
points, due in part to increased international travel,  which was restricted in
last  year's  first quarter as a result of the risk of SARS.   Product  margins
declined 150 basis points during the quarter due to higher logistics costs as a
result of opening  a new distribution center during the third quarter of Fiscal
2003 and the increase in store count, higher costs of private label credit card
promotions and the acceleration  of  clearance  activity  into  April  from the
second quarter.

                                         11


<PAGE>12

  Selling, general and administrative expenses increased $3.7 million to  $39.3
million,  or  31.8% of revenue, compared to $35.6 million, or 29.8% of revenue,
for the comparable  period  of the prior year.  Store four-wall costs increased
$2.1 million related primarily  to  higher  store payroll, which increased $1.4
million,  due  in  part to the increase in the number  of  stores,  and  higher
telecommunication costs,  which increased $.5 million, primarily related to the
costs  of the broadband network  installed  last  fall.   As  a  percentage  of
revenues,  store four-wall costs increased 130 basis points as same store sales
declines resulted  in  deleveraging  fixed costs at the store level.  Marketing
and visual merchandising costs increased  $.5  million,  or  20  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  $1.1  million  or 50
basis points principally due to higher payroll costs associated with additional
infrastructure investments and severance costs, as vice president level changes
were  made  to  reflect  the  current needs of the business, as well as foreign
exchange loss and higher medical and property insurance costs.

  For the quarter ended May 1,  2004,  interest  income was $22,000 compared to
$142,000 in the first quarter of Fiscal 2003.  Decrease  is  a  result of lower
cash  balances  related  to higher inventory levels and a higher first  quarter
loss than in the prior year.

Liquidity and Capital Resources

  The primary sources of liquidity  and  capital  resources are cash flows from
operations and a line of credit with banks.  We 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.   The bank
commitment is limited to the lesser of the  $75  million  or  45%  of  eligible
inventory  as  defined  by  the  credit  agreement.   At  May 1, 2004, the bank
commitment  was  $58.8 million and outstanding letters of credit  totaled  $5.2
million, leaving $53.6  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.

      With our current store growth plans, we  anticipate  that we will need to
increase  our borrowing capabilities to finance peak pre-holiday  build  up  of
inventory in  Fiscal  2004,  which  generally occurs in the October to November
timeframe  annually.   We intend to take  advantage  of  the  favorable  credit
environment to increase  our  overall borrowing capabilities.  We are currently
exploring various alternatives,  including  increasing  our  existing facility.
Long-term,  our 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 May 1, 2004, inventory levels  were  $131.1  million  compared  to  $129.7
million  at  May  3,  2003.   On  a  per  store basis, inventory declined 8% to
$282,000 from May 3, 2003.  The decrease in  inventory  level  on  a  per store
basis is consistent with our plans to improve inventory turns from 2.2 times in
Fiscal 2003 to 2.4 times during Fiscal 2004.

      During  the  first  quarter  of  Fiscal 2004, we opened four large format
Bombay stores and three BombayKIDS stores.   Thirteen stores were closed during
the  period.   As of the end of the first quarter,  we  had  359  large  format
stores, 22 regular  stores,  46 outlets and 38 BombayKIDS stores for a total of
465 stores.  During the remainder  of  Fiscal  2004,  we  plan to open 68 to 72
stores, including approximately 14 BombayKIDS locations.  We expect to renew or
replace substantially all of the stores as the leases expire and increase store
count by approximately 5% annually.

                                          12

<PAGE>13



  Our capital expenditures plan, net of landlord allowances, for Fiscal 2004 is
expected  to  total $30 to $35 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 expanded credit
lines  will be sufficient  to  fund  our  operations  and  capital  expenditure
programs during the current year.













                                           13

<PAGE>14



                   THE BOMBAY COMPANY, INC. AND SUBSIDIARIES


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

      As of May 1, 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.   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.








                                            14

<PAGE>15


                   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

    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 18, 2004, the Company filed a Form 8-K reporting the results of
its earnings for the fourth   quarter and fiscal year ended January 31, 2004.

     On March 23, 2004, the Company filed a Form 8-K providing guidance
  relating to its planned real estate activity and expected store count for
  Fiscal 2004.

















                                           15


<PAGE>16


                   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 10, 2004                 James D. Carreker
                                       Chairman of the Board and
                                       Chief Executive Officer





                                        /S/ ELAINE D. CROWLEY
   Date: June 10, 2004                 Elaine D. Crowley
                                       Senior Vice President, Chief
                                       Financial Officer and Treasurer







                                        16