UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K CURRENT REPORT

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 2413, 2006

THE BOYDS COLLECTION, LTD. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Maryland	001-14843	52-1418730
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

Maryland	001-14843	52-1418730
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

350 South Street
McSherrystown, Pennsylvania 17344
(Address of Principal executive offices, including Zip Code)

~~350~~(717) ~~South~~633-9898 (Registrant’s ~~Street~~telephone number, including area code)

~~McSherrytown,~~N/A ~~Pennsylvania~~(Former ~~17344~~name or former address, if changed since last report)

(Address of Principal executive offices, including Zip Code)

(717) 633-9898

(Registrant’s telephone number, including area code)

None.

(Former name of former address, if changed since last report)

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.0103 ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership

~~The~~On ~~information set forth~~June 13, in2006, ~~this~~the ~~Current~~United ~~Report~~States onBankruptcy ~~Form 8-K~~Court ~~under~~for ~~Item~~the ~~5.02,~~District ~~“Departure~~ of Maryland ~~Directors~~(Baltimore orDivision) ~~Principal~~(the ~~Officers;~~“Bankruptcy ~~Election~~Court”) ofentered ~~Directors;~~an ~~Appointment~~order of(the ~~Principal~~“Confirmation ~~Officers,~~Order”) ~~and~~confirming the ~~press~~Second Amended Plan of Reorganization (the ~~release~~“Plan”) of (a) The Boyds Collection, Ltd.; (~~the~~b) The ~~“Company”~~Boyds Collection, Ltd., LP; (c) Boyds ~~dated~~Operations ~~May~~Inc.; (d) 25The Boyds Collection — Pigeon Forge, ~~2006~~LLC; (e) The Boyds Collection — Myrtle Beach, LLC; (f) The ~~attached~~Boyds toCollection ~~this~~— ~~Form~~Branson, LLC; (g) ~~8-K~~J&T asDesigns ~~Exhibit~~and Imaginations, 99Inc.1; (h) HC Accents & Associates, Inc.; ~~are~~and ~~each~~(i) Boyds Bear ~~incorporated~~and byCompany, ~~reference~~LP ~~into~~(collectively, ~~this~~the ~~Item 1~~“Debtors”).~~01.~~

~~Item~~A ~~5.02~~copy ~~Departure~~ of ~~Directors~~the orPlan is ~~Principal~~attached ~~Officers;~~as ~~Election~~Exhibit of2.01 ~~Directors;~~to ~~Appointment~~this ofCurrent ~~Principal~~Report ~~Officers~~on Form 8-K and is incorporated herein by reference.

~~(b) On~~The ~~May 24, 2006,~~following ~~the~~is ~~Company~~a summary ~~and~~of ~~Jan L. Murley,~~ the ~~Company’s~~material ~~Chief~~features ~~Executive~~of ~~Officer, entered into a Termination Agreement (~~the ~~“Agreement”)~~Plan ~~pursuant~~as toit ~~which~~was ~~Ms. Murley will~~confirmed beby ~~removed as~~ the Bankruptcy ~~Company’s~~Court. ~~Chief~~This ~~Executive~~summary ~~Officer~~highlights ~~effective~~only oncertain ~~the earlier~~provisions ~~to occur~~ of ~~(i)~~ the ~~effective~~Plan and ~~date~~is ofnot ~~the~~a ~~Company’s~~complete ~~plan~~description of ~~reorganization~~ ~~and~~that ~~(ii) June 30, 2006~~document. InTherefore, ~~the~~this ~~event~~summary ~~that the~~is ~~effective~~qualified ~~date~~in ofits ~~the~~entirety ~~Company’s~~by ~~plan~~reference ~~of reorganization occurs prior~~ to ~~June 30, 2006,~~ the ~~Company will employ Ms~~Plan. ~~Murley~~ inCapitalized ~~the~~terms ~~role~~used ~~of Transition Advisor~~but ~~effective~~not asdefined ofherein ~~the~~shall ~~effective~~have ~~date of~~ the ~~Company’s~~meaning ~~plan~~set offorth ~~reorganization~~in ~~and continuing through June 30, 2006. Ms. Murley’s employment with~~ the ~~Company~~ ~~will terminate on July 1, 2006~~Plan. ~~Ms. Murley will continue to receive her current salary and benefits through June 30, 2006.~~

~~In accordance with, and~~Material ~~subject~~Features ~~to the Order Approving the Debtors’ Key Employee Retention Program (the “KERP Order”), which approved the Debtor’s motion providing for certain retention and severance payments to certain~~ of the Company’s key employees, Ms. Murley shall be entitled to receive $500,000 constituting severance, which shall be paid in 12 equal monthly installments commencing on July 1, 2006 (the “Severance Payments”). The aggregate amount of the Severance Payments shall be reduced by 75% of the aggregate value of any Retention Payments and Potential Performance Pay (each as defined in the KERP Order) paid to Ms. Murley in accordance with the terms of the KERP Order. Ms. Murley shall be eligible to receive a Retention Payment under the KERP Order in connection with the effective date of the plan of reorganization. Ms. Murley shall also be eligible to receive the Potential Performance Pay contemplated under the KERP Order for the second quarter of 2006. The Company shall make all premium payments on Ms. Murley’s behalf for health care benefits for a period of twelve months following July 1, 2006.Plan:

~~(c) On~~The ~~May 24,~~Plan provides ~~2006,~~for the ~~Board~~Debtors ofto ~~Directors~~continue to conduct their current business operations under a new capital structure. It embodies the agreement of Laminar, the ~~Company~~Debtors’ principal ~~appointed~~secured ~~Robert~~creditor ~~Coccoluto~~(together aswith ~~Chief~~other lenders under the Credit ~~Executive~~Agreement, ~~Officer~~dated ~~and~~February 23, ~~Peter~~2005, ~~Frost~~the as“Senior ~~Chief~~Secured ~~Operating~~Lenders”) ~~Officer~~to accept ~~effective,~~significant inmodifications ~~each~~to their current secured debt positions. ~~case~~Specifically, ~~upon~~the Senior Secured Lenders will exchange their $57.7 million in Senior Secured Claims arising under the ~~earlier~~Debtors’ topre-petition ~~occur~~credit facility agreement for 48.5% of ~~(i)~~ the ~~effective~~New ~~date~~Common Stock in Reorganized Boyds and $30 million in post-Confirmation secured debt securities of the ~~Company’s~~Reorganized Debtors. This should afford the Reorganized Debtors substantial breathing space to implement their business plan and thereby permit larger Distributions to holders of ~~reorganization~~Allowed General Unsecured Claims and to holders of Qualifying and Non-Qualifying Noteholder Claims (iiif the relevant Classes accept the Plan) ~~June 30~~, ~~2006.~~as well ~~The~~as ~~Board~~providing value to be distributed to holders of ~~Directors~~Interests in Boyds ofCollection, Ltd. in the ~~Company~~form ~~also~~of ~~appointed~~46.5% ~~Michael~~of ~~Prager~~the asNew ~~President~~Common ~~effective~~Stock in Reorganized ~~immediately~~Boyds.

~~Mr. Coccoluto,~~The ~~age~~Plan permits ~~63,~~the ~~previously~~Debtors ~~served~~to reorganize as ~~President~~a ~~and~~going ~~Chief Financial Officer of the Company from 1997 to 2001~~concern. InThis ~~2001,~~will heresult ~~founded~~in ~~Advanced~~a ~~Design~~variety ~~Group, which designed~~of ~~and~~advantages ~~marketed~~to ~~unique~~the ~~garden~~Debtors ~~decorations~~ and ~~served~~their asstakeholders ~~Chief~~that ~~Executive~~not ~~Officer.~~only Inwould be ~~2004,~~unavailable hein ~~joined~~a ~~Frost~~piecemeal ~~Associates~~liquidation, ~~where~~but hethat ~~has~~likely ~~served~~could asnot abe ~~management and~~secured ~~Mergers &~~even ~~Acquisitions~~through ~~advisor~~a to“going ~~companies~~concern” insale of the ~~gift~~Debtors’ ~~and~~entire ~~home décor industries~~enterprise.

~~Mr. Frost,~~All ~~age~~Claims ~~59,~~against ~~previously~~each ~~served~~of asthe ~~Vice President~~Debtors ofwill ~~Finance~~be classified and ~~Chief~~treated ~~Financial~~under ~~Officer of~~ the ~~Company~~Plan. ~~from~~Under ~~1999-2002.~~the ~~In 2002~~Plan, hethe ~~joined~~principal ~~Gotham~~Classes ~~Golf Partners, an owner/operator~~ of 26Claims ~~golf~~and ~~courses, as~~Interests ~~Chief~~will ~~Financial~~be ~~Officer.~~treated ~~In 2003, he founded Frost Associates where he serves~~ as ~~a management and Mergers & Acquisitions advisor to companies in the gift industry.~~follows:

~~Mr. Prager,~~· Holders ~~age~~of ~~42,~~Senior ~~joined~~Secured ~~the~~Claims ~~Company~~will inreceive ~~2004~~for ~~and~~their ~~served~~claims asof ~~Vice~~approximately ~~President, Sales until~~$57.7 ~~2005~~million: senior ~~when~~secured hepromissory ~~became~~notes in ~~Group~~the ~~Vice~~aggregate ~~President,~~principal ~~Wholesale~~amount of ~~the~~$30 ~~Company.~~million, ~~Prior~~ to ~~joining~~ ~~the~~be ~~Company,~~due ~~Mr. Prager~~in ~~was~~five ~~Vice President, Sales at The~~years ~~Timberland~~following ~~Company~~the ~~from~~Effective ~~2001~~Date; toand ~~2004.~~New ~~From~~Common ~~1995~~Stock torepresenting ~~2001, Mr~~approximately 48. ~~Prager~~5% ~~was employed~~of bythe ~~Johnson &~~New ~~Johnson~~Common ~~where~~Stock heissued ~~served~~on ~~in several executive level positions in~~ the ~~sales~~Effective ~~and marketing division~~Date.

In· Each holder ~~addition,~~of ~~the~~an ~~Board~~Allowed ~~of Directors~~Qualifying ~~approved~~Noteholder Claim shall receive Cash in the amount ~~terms~~of 22% of the ~~Employment~~Allowed ~~Agreement~~amount ~~(“CEO~~of ~~Employment Agreement”)~~such ~~between~~Allowed ~~the~~Qualifying ~~Company~~Noteholder Claim, ~~and~~to ~~Mr. Coccoluto~~be ~~and~~paid, ~~the~~if ~~terms~~at ofall, on the ~~Employment~~ ~~Agreement~~date ~~(“COO~~upon ~~Employment~~which ~~Agreement”)~~a ~~between~~Future ~~the~~Transaction ~~Company~~is consummated; ~~and~~plus ~~Mr. Frost and~~its ~~authorized~~Pro ~~certain~~Rata ~~officers~~Share of ~~the~~5% ~~Company~~of ~~to execute~~ the ~~CEO~~New ~~Employment Agreement~~Common ~~and~~Stock, ~~COO~~plus ~~Employment~~its Pro ~~Agreement.~~Rata ItShare isof ~~expected~~50% ~~that~~of the ~~CEO~~Reallocated Shares.

~~Employment~~· Each holder ~~Agreement~~of ~~and~~an ~~COO~~Allowed ~~Employment~~Non-Qualifying ~~Agreement~~Noteholder ~~will be~~Claim ~~executed~~shall ~~upon~~receive Cash ~~the~~in ~~effective date of~~ the ~~Company’s~~amount ~~plan~~ of ~~reorganization.~~24% ~~Brief descriptions~~ of the ~~material terms of these agreements are provided below. All~~Allowed ~~terms~~amount of such ~~agreements,~~Allowed ~~including~~Non-Qualifying ~~those~~Noteholder ~~set~~Claim ~~forth~~to ~~below~~be paid, ~~are~~if inat all ~~respects~~, ~~subject to revision or modification approved by~~ on the ~~executing~~date ~~officer~~upon inwhich ~~his sole~~a ~~discretion. The Company anticipates securing the approval of these~~Future ~~agreements~~Transaction byis ~~the United States Bankruptcy Court of the District of Maryland~~consummated.

~~The CEO Employment~~· Each ~~Agreement~~holder ~~provides that Mr. Coccoluto will serve as Chief Executive Officer until December 31, 2006, unless employment is earlier terminated pursuant to the CEO Employment Agreement. The term~~ of ~~employment shall be automatically extended for~~ an ~~additional~~Allowed ~~one-year~~General ~~period,~~Unsecured ~~unless~~Claim ~~the Company~~ or ~~Mr. Coccoluto~~ ~~provides~~Claims ~~the~~will ~~other~~receive ~~party~~Cash ~~written notice at least sixty days~~equal ~~prior~~ to December 31, 2006 of its intention not to extend the term of employment. Mr. Coccoluto shall be entitled to an annualized base salary of not less than $250,000 subject to increase, if any, as may be approved in writing by the Board of Directors, but not to decrease from the then current base salary. Mr. Coccoluto shall be eligible for an annual incentive bonus award determined by the Board of Directors in respect of each fiscal year during the term of employment ranging from 0 to 5028% of base salary. The actual annual bonus payable in respect of each fiscal year shall be based upon the level of achievement of annual Company and individual performance objectives for such fiscal year, as determined by the Board of Directors, in its ~~sole~~Allowed ~~discretion, and~~General ~~communicated~~Unsecured toClaim Mr. Coccoluto. Mr. Coccoluto shall be entitled to participate in health, insurance, retirement and other perquisites and benefits generally provided to other senior executives of the Company. If Mr. Coccoluto is terminated without cause or he terminates his employment for good reason, subject to certain conditions, he shall be entitled to half of his then current base salary and annual bonus payable over six months from the date of his termination as well as the continuation of health benefits for that periodClaims. Mr. Coccoluto is prohibited from competing with the Company for a period of six months following termination of his employment with the Company. In the event that Mr. Coccoluto is required to relocate from Minnesota to Gettysburg, Pennsylvania, the Company shall reimburse him for the reasonable cost of such relocation, in accordance with the Company’s policy, as in effect from time to time.

~~The COO Employment~~· Secured ~~Agreement~~Claims provides that Mr. Frost will serve as Chief Operating Officer until December 31, 2006, unless employment is earlier terminated pursuant to the COO Employment Agreement. The term of employment shall be automatically extended for an additional one-year period, unless the Company or Mr. Frost provides the other ~~party~~than ~~written~~those ~~notice at least sixty days prior to December 31, 2006~~ of ~~its intention not to extend~~ the ~~term~~Senior ofSecured ~~employment.~~Claims ~~Mr. Frost shall~~will be ~~entitled~~treated toeither ~~an annualized base salary of not less than $200,000 subject to increase, if any,~~ as ~~may be approved in writing by the Board of~~ ~~Directors,~~agreed ~~but not to decrease from the then current base salary. Mr. Frost shall be eligible for an annual incentive bonus award determined~~ by the ~~Board of~~parties ~~Directors~~or in ~~respect~~a ofmanner ~~each~~that ~~fiscal~~reinstates ~~year during~~ the ~~term~~Secured ofClaim ~~employment~~or ~~ranging~~provides ~~from 0 to 50% of base salary. The actual annual bonus payable in respect of each fiscal year shall be based upon the level of achievement of annual Company and individual performance objectives~~ for ~~such~~payment ~~fiscal year, as determined by the Board of Directors, in its sole discretion, and communicated~~ to ~~Mr. Frost. Mr. Frost shall be entitled to participate in health, insurance, retirement and other perquisites and benefits generally provided to other senior executives of~~ the ~~Company.~~creditor Ifequal ~~Mr. Frost is terminated without cause or he terminates his employment for good reason, subject~~ to ~~certain conditions, he shall be entitled to half of his then current base salary and annual bonus payable over six months from~~ the ~~date~~value of ~~his~~such ~~termination as well~~creditor’s ~~as the continuation of health benefits for that period~~collateral. ~~Mr. Frost is prohibited from competing with the Company for a period of six months following termination of his employment.~~

A· Each holder ~~copy~~of an Allowed Other Priority Claim shall receive, on account of ~~our~~and ~~press~~in full and complete settlement, release ~~issued~~and ondischarge ~~May 25~~of such Allowed Other Priority Claim, ~~2006~~(a) Cash isequal ~~attached~~to the amount of such Allowed Other Priority Claim or (b) such other treatment as to ~~this~~which ~~Current~~the ~~Report~~Reorganized Debtors and such holder shall have agreed upon in writing in an amount sufficient to render such Allowed Priority Claim not Impaired under section 1124 of the Bankruptcy Code, to be paid on ~~Form~~the latest of (a) ~~8-K~~the Effective Date (or as ~~Exhibit~~soon thereafter as is reasonably practicable), (b) ~~99.1~~five Business Days after the Allowance Date for such Other Priority Claim, or (c) the date on which the Debtors and ~~incorporated~~the ~~herein~~holder byof ~~reference~~such Allowed Other Priority Claim otherwise agree.

~~Item~~· Allowed Priority ~~9.01~~Tax ~~Financial~~Claims ~~Statements~~will either be paid, at the sole option of the Debtors, (a) on the latter of (i) the Effective Date (or as soon thereafter as is reasonably practicable), (ii) five Business Days after the Allowance Date with respect to such Allowed Priority Tax Claim; (b) beginning the first anniversary following the Effective Date, Cash payments to be made in equal annual installments, with the final installment being payable no later than the sixth anniversary of the date of the assessment of such Allowed Priority Tax Claim, in an aggregate amount equal to such Allowed Priority Tax Claim, together with interest on the unpaid balance of such claim calculated from the Effective Date through the date of payment at the Applicable Rate; or (c) such other treatment agreed to by the holder of such Allowed Priority Tax Claim and the ~~Exhibits~~Debtors.

~~(d) Exhibits~~· Interests in, or consisting of, the current common stock of Boyds will be extinguished as of the Effective Date, and each holder of an Allowed Interest shall receive its Pro Rata Share of 46.5% of the New Common Stock.

Exhibit No.		Description
99.1		Press release issued by the Company on May 25, 2006.

The Confirmation Order and Plan provide for releases and exculpation of the Debtors, their officers and directors and other parties to the bankruptcy proceedings. Additionally, the Plan discharges and releases the Reorganized Debtors from liabilities which arose prior to June 14, 2006.

2As of March 31, 2006 the Company had total assets of approximately $59.8 million and total liabilities of approximately $100.9 million.

~~SIGNATURES~~Forward-looking statements. This report contains forward-looking statements that are based on management’s expectations, estimates, projections and assumptions pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are identified by words such as “will,” “shall,” “would” and “should.” We undertake no obligation to update such statements. Actual results may differ based on a variety of factors including those contained under “Risk factors which may affect future performance” in our annual report on Form 10-K for the year ended December 31, 2005 filed with the SEC on June 8, 2006.

~~Pursuant~~Item ~~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~~9.01 Exhibits

	THE BOYDS COLLECTION, LTD.
	By:	/s/ Michael A. Prager
Date: May 31, 2006		Name:	Michael A. Prager
		Title:	President

2.01

Debtors’ Second Amended Joint Plan of Reorganization. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarterly Period Ended September 30, 2005 filed with the SEC on June 8, 2006).

~~EXHIBIT INDEX~~SIGNATURES

Exhibit No.		Description
99.1		Press release issued by the Company on May 25, 2006.

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.

4THE BOYDS COLLECTION, LTD. By: /s/ Michael A. Prager Name: Michael A. Prager Title: President

Date: June 23, 2006

EXHIBIT INDEX

Exhibit No.		Description

2.0.1		Debtors’ Second Amended Joint Plan of Reorganization. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarterly Period Ended September 30, 2005 filed with the SEC on June 8, 2006).

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