EXHIBIT 10.6


                            GARDEN RIDGE CORPORATION

                              AMENDED AND RESTATED
                 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


                                    ARTICLE I
                                     PURPOSE

      Garden Ridge Corporation, a Delaware corporation (the "Company"), is
dependent for the successful conduct of its business on the initiative, effort
and judgment of its directors. This 1996 Non-Employee Director Stock Option Plan
(the "Plan") is intended to provide the non-employee directors of the Company
additional compensation for their service as directors and an incentive, through
options to acquire stock in the Company, to increase the value of the Company's
Common Stock, par value $0.01 per share ("Common Stock").

                                   ARTICLE II
                                 ADMINISTRATION

      The Plan shall be administered by the Board of Directors of the Company
(the "Board"). Subject to the express provisions of the Plan and the policies of
each stock exchange on which any of the Company's stock at any time may be
traded, the Board shall have plenary authority (i) to construe and interpret the
Plan, (ii) to define the terms used therein, (iii) to prescribe, amend and
rescind rules and regulations relating to the Plan, and (iv) to make all other
determinations necessary or advisable for the administration of the Plan. All
determinations and interpretations made by the Board shall be binding and
conclusive on all participants in the Plan and their legal representatives and
beneficiaries. No member of the Board shall be liable for any action, failure to
act, determination or interpretation made in good faith with respect to the Plan
or any transaction under the Plan.

                                   ARTICLE III
                   SHARES SUBJECT TO PLAN AND DURATION OF PLAN

      The Plan shall expire and terminate on the earlier of (i) the date ten
years from the effective date of this Plan, or (ii) the date on which there have
been granted to eligible non-employee Directors pursuant to the Plan stock
options to purchase an aggregate of 120,000 shares of the Common Stock. Shares
subject to stock options under the Plan may be either authorized and unissued
shares or issued shares that have been acquired by the Company and held in its
treasury, in the sole discretion of the Board. When stock options have been
granted under the Plan and have lapsed unexercised or partially unexercised or
have been surrendered for cancellation by the optionee thereof, the unexercised
shares which were subject thereto may be reoptioned under the Plan.

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                                   ARTICLE IV
                          ELIGIBILITY AND PARTICIPATION

      Under the Plan, non-employee directors shall be entitled to receive stock
options to purchase from the Company the number of shares of Common Stock as set
forth below. For purposes of the Plan, the term "non-employee director" shall be
limited to directors who, at the time of the grant, are not (i) serving as
officers or employees of the Company or any subsidiary, (ii) serving as
consultants to the Company or any subsidiary, or (iii) affiliates of consultants
to the Company.

      (a) GRANT UPON INITIAL ELECTION TO BOARD. Effective as of the date of a
non-employee director's initial election to the Board, each non-employee
director shall be granted a stock option to purchase from the Company a certain
number of shares of Common Stock at a price determined as set forth in ARTICLE V
below. The number of shares subject to such stock option shall be adjusted to
reflect the fiscal quarter in which the non-employee director is initially
elected to the Board, and shall be as follows: (i) second quarter election on or
prior to the date three days following the Company's release of financial
results for its first fiscal quarter, 0 shares, (ii) second quarter election
after the date three days following the Company's release of financial results
for its first fiscal quarter, 5,000 shares, (iii) third quarter election, 3,750
shares, (iv) fourth quarter election, 2,500 shares, and (v) first quarter
election, 1,250 shares.

      (b) ANNUAL GRANTS. Effective each year on the date which is three days
following the Company's release of financial results for its first fiscal
quarter, each non-employee director shall be granted a stock option to purchase
from the Company 5,000 shares of Common Stock at a price determined as set forth
in ARTICLE V below.

                                    ARTICLE V
                     TERMS AND CONDITIONS OF STOCK OPTIONS;
                       STOCK OPTION PRICE; TRANSFERABILITY

      Each stock option granted under the Plan shall be evidenced by a stock
option agreement (the "Agreement"), the form of which shall have been approved
by the Board. The Agreement shall be executed by the Company and the optionee,
and shall set forth the terms and conditions of the stock option, which terms
and conditions shall include, but not be limited to the following:


      (a) OPTION PRICE. The per share stock option price shall be an amount
equal to the Fair Market Value (as defined below) of the Common Stock on the
date of grant of the stock option. In no event shall the stock option price be
less than the par value of the Company's Common Stock.


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      (b) TERM. The term of each stock option granted under the Plan shall be
for a period of five years from the grant thereof.

      (c) TRANSFERABILITY. Except as set forth below, the stock options granted
hereunder shall not be transferable otherwise than by will or operation of the
laws of descent and distribution or pursuant to a qualified domestic relations
order as defined in the Internal Revenue Code of 1986, as amended (the "Code"),
or Title I of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or the rules thereunder. During the lifetime of the optionee, stock
options granted hereunder shall be exercisable only by the optionee, the
optionee's guardian or legal representative.

      (d) VESTING. Each stock option granted under the Plan shall vest
immediately; provided, however, that the sale of the shares issued upon the
exercise of a stock option by any person subject to Section 16 of the Securities
Act of 1934 (the "1934 Act") shall not be allowed until at least six months
after the later of (i) the approval of this Plan by the stockholders of the
Company in accordance with ARTICLE XI hereof or (ii) the grant of the stock
option.

                                   ARTICLE VI
                            EXERCISE OF STOCK OPTIONS

      The purchase price of shares of Common Stock acquired upon exercise of a
stock option shall be paid in full at the time of exercise in cash or by
certified or cashier's check payable to the order of the Company, or, upon
receipt of all required regulatory approvals, if any, by delivery of shares of
Common Stock of the Company already owned, and in the possession of, the stock
option holder having a Fair Market Value equal to such stock option price, or
any combination thereof. Shares of Common Stock used to satisfy the exercise
price of a stock option shall be valued at their Fair Market Value determined as
of the close of business on the date such stock option is exercised, or if such
date is not a business date, on the business day immediately preceding the date
of exercise. Deliveries of cash, shares and notices to the Company shall be
directed to the Secretary of the Company.

      No stock option granted hereunder shall be exercisable unless the Plan and
all shares issuable on the exercise thereof have been registered under the
Securities Act of 1933, as amended (the "1933 Act") and all other applicable
securities laws, and there is available for delivery a prospectus meeting the
requirements of Section 10 of the 1933 Act, or the Company shall have first
received the opinion of its counsel that registration under the 1933 Act and all
other applicable securities laws is not required in connection with such
issuance. At the time of exercise, if the shares with respect to which the stock
option is being exercised have not been registered under the 1933 Act and all
other applicable securities laws, the Company may require the optionee to
provide the Company whatever written assurance counsel for the Company may
require that the shares are being acquired for investment and not with a view to
the distribution thereof, and that the shares will not be disposed of without
the written opinion of such counsel that registration under the 1933 Act and all
other applicable securities laws is not required. Share


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certificates issued to the optionee upon exercise of the stock option shall bear
a legend to the foregoing effect to the extent counsel for the Company deems it
advisable.

                                   ARTICLE VII
                        FAIR MARKET VALUE OF COMMON STOCK

      For purposes of the Plan, the term "Fair Market Value" on any date shall
mean (i) if the Common Stock is not listed or admitted to trade on a national
securities exchange and if bid and asked prices for the Common Stock are not so
furnished through NASDAQ or a similar organization, the value established by the
Board for purposes of the Plan; (ii) if the Common Stock is listed or admitted
to trade on a national securities exchange or national market system, the
closing price of the Common Stock, as published in the WALL STREET JOURNAL, so
listed or admitted to trade on such date or, if there is no trading of the
Common Stock on such date, then the closing price of the Common Stock on the
next preceding date on which there was trading in such shares; or (iii) if the
Common Stock is not listed or admitted to trade on a national securities
exchange or national market system, the mean between the bid and asked price for
the Common Stock on such date, as furnished by the National Association of
Securities Dealers, Inc. through NASDAQ or a similar organization if NASDAQ is
no longer reporting such information. In addition to the above rules, Fair
Market Value shall be determined without regard to any restriction other than a
restriction which, by its terms, will never lapse.

                                  ARTICLE VIII
                                   ADJUSTMENTS

      (a) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any required
action by the Company's directors and stockholders, the number of shares
provided for in each outstanding stock option and the price per share thereof,
and the number of shares provided for in the Plan, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of the
Company's Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend (but only on the Common Stock), a stock
split, a reverse stock split, or any other increase or decrease in the number of
such shares effected without receipt of consideration by the Company, and shall
also be proportionately adjusted in the event of a spin-off, spin-out, or other
distribution of assets to stockholders of the Company, to the extent necessary
to prevent dilution of the interests of grantees pursuant to the Plan or of the
other stockholders of the Company, as applicable. If the Company shall engage in
a merger, consolidation, reorganization or recapitalization, each outstanding
stock option (or if such transaction involves less than all of the shares of the
Company's Common Stock, then a number of stock options proportionate to the
number of such involved shares), shall become exercisable for the securities and
other consideration to which a holder of the number of shares of the Company's
Common Stock subject to each such stock option would have been entitled to
receive in any such merger, consolidation, reorganization or recapitalization.



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      (b) SIGNIFICANT EVENT. In the event of a potential merger or consolidation
involving the Company regardless of whether the Company is the surviving entity
of such merger or consolidation, a potential liquidation or dissolution of the
Company, a potential sale or other disposition by the Company of all or
substantially all of its assets, or a potential sale or other disposition by the
stockholders of the Company of all or substantially all of the outstanding
Common Stock to one purchaser (any such merger, consolidation, liquidation,
dissolution, or sale being referred to herein as a "Significant Event"), then
the Company shall have the option of terminating all outstanding stock options
upon the actual occurrence of the Significant Event, by notice to all optionees
at least 10 days before the occurrence of the Significant Event. Any exercise by
an optionee in these circumstances may be conditioned upon the occurrence of the
Significant Event. Upon the actual occurrence of the Significant Event, each
outstanding stock option shall terminate if the Company exercises its option
under this paragraph (b). If the potential Significant Event does not in fact
occur for any reason, then the Company's exercise of its option under this
paragraph (b) shall have no effect and his or her rights will be the same as if
the Company had never exercised its option under this paragraph (b).

      (c) CHANGE OF PAR VALUE. In the event of a change in the Company's Common
Stock which is limited to a change of all of its authorized shares
with par value into the same number
of shares with a different par value or without par value, the shares resulting
from any such change shall be deemed to be Common Stock within the meaning of
the Plan.

      (d) MISCELLANEOUS. The adjustments provided for in this Article shall be
made by the Board whose determination in that respect shall be final, binding
and conclusive. Except as hereinbefore expressly provided in this Article, the
holder of a stock option shall not be entitled to the privilege of stock
ownership as to any shares of Common Stock or other stock not actually issued
and delivered to the holder. Any issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall not
affect and no adjustment by reason thereof shall be made with respect to the
number or price of shares of the Company's Common Stock subject to any stock
option. The grant of a stock option pursuant to the Plan shall not affect in any
way the right or power of the Company to, among other things, make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge or to consolidate or to dissolve or liquidate or sell or
transfer all or any part of its business or assets.

                                   ARTICLE IX
                          PRIVILEGES OF STOCK OWNERSHIP

      No person entitled to exercise any stock option granted under the Plan
shall have any of the rights or privileges of stockholder of the Company in
respect of any shares of stock issuable upon exercise of such stock option until
certificates representing such shares shall have been issued and delivered. Upon
exercise of a stock option, the person exercising the stock option shall be
entitled to one stock certificate evidencing the shares acquired upon such
exercise.

                                    ARTICLE X


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                           AMENDMENT OR DISCONTINUANCE

      The Board may at any time and from time to time amend, rescind, suspend or
terminate the Plan, as it shall deem advisable, provided that the Plan may not
be amended more than once every six months, other than to comport with changes
in the Code, ERISA, or the rules thereunder. In addition to Board approval of
any amendment to the Plan, if the Board further determines on advice of counsel
that it is necessary or desirable to obtain stockholder approval of any
amendment to the Plan in order to comply with Rule 16b-3 of the General Rules
and Regulations under the 1934 Act, or any successor rule, as it shall read as
of the time of amendment, or for any other reason, then the effectiveness of any
such amendment may be conditioned upon its approval by the affirmative votes of
the holders of a majority of the outstanding voting stock of the Company (voting
as a single class), present, or represented, and entitled to vote at a meeting
duly held in accordance with the applicable laws of the state or other
jurisdiction in which the Company is incorporated.

      No change may be made in, and no amendment, rescission, suspension or
termination of the Plan shall have an effect on, stock options previously
granted under the Plan which may impair or alter the rights or obligations of
the holders thereof, except that any change may made in stock options previously
granted with the consent of the optionees.

                                   ARTICLE XI
                      EFFECTIVE DATE; STOCKHOLDER APPROVAL

      The Plan shall be effective as of March 6, 1996, the date on which it
received the approval of a majority of the disinterested members of the Board.
However, the Plan and all stock options granted under the Plan shall be void if
the Plan is not approved by the stockholders within twelve (12) months from the
date the Plan is approved by the Board. The Plan shall be deemed approved by the
holders of the outstanding voting stock of the Company by the affirmative votes
of the holders of a majority of the outstanding voting stock of the Company
present, or represented, and entitled to vote at a meeting of such stockholders
duly held in accordance with the applicable laws of the state or other
jurisdiction in which the Company is incorporated. No stock option granted under
the Plan shall be exercisable in whole or in part unless and until such
stockholder approval is obtained.



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