BOMBAY COMPANY INC
PRIDDY EMPLOYMENT CONTRACT
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<DESCRIPTION>PRIDDY EMPLOYMENT CONTRACT
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                                                   EXHIBIT 10(d)







August 28, 2002


Mr. Brian Priddy
550 Bailey Ave.
Ft. Worth, TX  76107


Re:  Revised Employment Agreement


Dear Brian:

This letter is to confirm our agreement as of August 18, 2002, that you will
continue to be employed by The Bombay Company, Inc. ("Company") on the
following terms:

Your position will remain Executive Vice President-Operations.  With the
departure of the company's CEO, you will serve as Chairman of the interim
Executive Committee, which will manage the day to day business of the Company
until a new CEO is selected.  Until further action by the Board, your base
salary is being adjusted to an annualized amount of $300,000, and your bonus
participation, assuming the Company successfully reaches its 2002 financial
plan, is being revised to $150,000.

The Board of Directors has further approved a revised severance arrangement
for you.  If you are terminated not for cause, you will receive salary
continuation (base salary only) for a period of up to twenty four (24) months,
with twelve (12) months guaranteed and twelve (12) months subject to offset by
earnings from subsequent employment.  You understand and agree that your
employment is at-will and may be terminated by the Board at any time, with or
without cause.

In the event of a "Change of Control," as defined in Exhibit "A," attached
hereto, the restricted stock and stock options previously granted to you shall
immediately vest and be deliverable to you and exercisable by you commencing
on the date of the Change of Control event.  The severance provisions of this
letter will likewise become operational at your election in such a Change of
Control event.

This letter supersedes your employment letter of April 13, 1998.  If this
letter accurately reflects your revised agreement, please sign and return one
copy of this letter to me at your earliest opportunity.



                                        Sincerely,

                                        /S/MICHAEL J. VEITENHEIMER
                                        Michael J. Veitenheimer
                                        Vice President, Secretary and General
                                        Counsel



/S/BRIAN PRIDDY                         September 9, 2002
Brian Priddy                            Date








EXHIBIT "A"

A "Change of Control" of the Company, unless otherwise determined by the Board,
shall be deemed to have occurred upon the happening of any of the following
events:

(i) the acquisition, other than from the Company, by any individual, entity
or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act) of beneficial ownership of 20% or more of either the then outstanding
shares of Common Stock of the Company or the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors; provided, however, that any acquisition by the Company
or any of its subsidiaries, or any employee benefit plan (or related trust) of
the Company or its subsidiaries, or any corporation with respect to which
following such acquisition, more than 50% of, respectively, the then
outstanding shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Common Stock and
voting securities of the Company immediately prior to such acquisition in
substantially the same proportion as their ownership, immediately prior to
such acquisition, of the then outstanding shares of Common Stock of the Company
or the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors, as the case
may be, shall not constitute a Change of Control;

(ii) individuals who, as of January 1, 1996, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority of
the Board, provided that any individual becoming a director subsequent to such
date whose election, or nomination for election by the Company's shareholders,
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors of the
Company (as such terms are used in rule 14a-11 of Regulation 14A promulgated
under the Exchange Act); or

(iii) approval by the shareholders of the Company of a reorganization, merger
or consolidation of the Company, in each case, with respect to which the
individuals and entities who were the respective beneficial owners of the
Common Stock and voting securities of the Company immediately prior to such
reorganization, merger or consolidation do not, following such reorganization,
merger or consolidation, beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding shares of Common Stock and the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such reorganization, merger or consolidation, or a
complete liquidation or dissolution of the Company or of the sale or other
disposition of all or substantially all of the assets of the Company.




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