UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 416, 2005

THE BOYDS COLLECTION, LTD.

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of Incorporation) (Commission File Number) 52-1418730(IRS Employer Identification Number)

Maryland		52-1418730
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

350 South Street McSherrystown, Pennsylvania 17344
(Address of registrant’s principal executive office)

(717) 633-9898
(Registrant’s telephone number)

350 South Street

McSherrystown, Pennsylvania 17344(Address of registrant’s principal executive office)

(717) 633-9898(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registration under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

~~ITEM~~Item 1.01. Entry into a Material Definitive Agreement

On October 316, 2005, The Boyds Collection, Ltd. (the “Company”) entered into a ~~waiver~~Securities ~~agreement~~Purchase ~~(the “Waiver”) in connection with the Credit~~ Agreement ~~dated as of February 23, 2005~~ (~~as it may have been heretofore amended,~~ the “~~Credit~~ Agreement”), bywith ~~and between~~KKR ~~D.E.~~Fund ~~Shaw~~1996 ~~Laminar Portfolios,~~ L.LP.C. ~~and Bank of America, N.A.~~ (~~each a~~ “~~Lender~~KKR” ~~and collectively, the “Lenders”~~) ~~and Bank of America~~, ~~N.A., as initial L/C Issuer and administrative agent.~~ D.E. Shaw Laminar Portfolios, L.L.C. became a Lender under the Credit Agreement pursuant to assignment agreements. The Lenders believe, and the Company confirms, that events of default have occurred under the Credit Agreement and are continuing, or will occur at some time in the future as a result of the Company’s inability to comply with the financial covenants regarding ratios of outstanding debt to EBITDA and the minimum EBITDA requirement contained in Section 7.6 of the Credit Agreement (~~collectively referred to herein as~~ the “~~Existing Defaults~~Buyer”). ~~The~~ ~~Waiver~~Pursuant ~~provides~~to ~~for,~~the ~~among other things~~Agreement, ~~the Lenders’ forbearance from exercising remedies~~ on ~~account of such Existing Defaults through~~ October 16, 2005~~. No~~, ~~separate~~KKR ~~cash~~sold ~~consideration was paid by the Company~~ to the ~~Lenders~~Buyer ~~in consideration for the Waiver~~11, ~~however~~795,725 ~~pursuant~~shares ~~to the terms~~ of the ~~Waiver, future interest will accrue at the default rate under the Credit Agreement. Notwithstanding the Waiver, the~~ Company is not permitted to borrow additional funds or issue letters of credit pursuant to the Credit Agreement without the consent of the Lenders, however, the Company remains in discussions with the Lenders regarding a comprehensive plan to modify or otherwise restructure the Company’s ~~existing~~common ~~debt obligations~~stock.

~~The press release announcing the execution of the Waiver is attached as Exhibit 99.1.~~2

~~ITEM 9.01 Financial Statements and Exhibits~~SIGNATURES

~~(c) Exhibits~~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 hereunto duly authorized.

99.1 On October 4, 2005, the Company issued a press release announcing the execution of the Waiver. A copy of the press release is attached as Exhibit 99.1 to this report.

	The Boyds Collection, Ltd.

	By:	/s/ Joseph E. Macharsky
		Name:	Joseph E. Macharsky
		Title:	Chief Financial Officer


Dated: October 28, 2005

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 hereunto duly authorized.

	The Boyds Collection, Ltd.
	By:	/s/ Joseph E. Macharsky
		Name:	Joseph E. Macharsky
		Title:	Chief Financial Officer
Dated: October 4, 2005

Exhibit Index

Exhibit No.		Description
99.1		On October 4, 2005, the Company issued a press release announcing the execution of the Waiver.

Filing Compare · BOYDS COLLECTION LTD