SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): May 19, 2000



                          THE GREAT TRAIN STORE COMPANY
             (Exact Name of Registrant as Specified in Its Charter)


                                    Delaware
                 (State or Other Jurisdiction of Incorporation)


         1-13158                                          75-2539189
(Commission File Number)                    (I.R.S. Employer Identification No.)

14180 Dallas Parkway, Suite 618, Dallas, Texas               75240
(Address of Principal Executive Offices)                   (Zip Code)

                                 (972) 392-1599
              (Registrant's Telephone Number, Including Area Code)

                              _____________________


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Item 3.  Bankruptcy or Receivership.

         Since   February  28,  2000,   The  Great  Train  Store   Company  (the
"Registrant") is operating under the protection of the United States  Bankruptcy
Code as a debtor-in-  possession  and had been  attempting  to obtain bridge and
replacement financing and to explore other opportunities for the Registrant.

         On May 18, 2000,  the United States  Bankruptcy  Court entered an order
authorizing,  among other things, that the Registrant (i) discontinue operations
at and liquidate the inventory located at the going-out-of-business  stores, and
(ii) enter into an agency agreement for such liquidation.

Item 5.  Other Events

         On April 26, 2000, the Registrant  filed  unaudited  monthly  operating
reports  as of and for the month  ended  March  29,  2000  with  respect  to the
Registrant and The Great Train Store Partners,  L.P., GTS Limited Partner,  Inc.
and GTS Partner,  Inc.,  all direct or indirect  subsidiaries  of the Registrant
(the "Subsidiaries") with the United States Bankruptcy Court. Attached hereto as
Exhibit  99.1 are such  monthly  reports as  included in the  bankruptcy  filing
referred to above.

         As of May 5, 2000, as required by the  Registrant's  current  lender in
connection with the Registrant's attempts to obtain additional financing,  James
H. Levi  resigned as Chairman  of the Board and Chief  Executive  Officer of the
Registrant. However, Mr. Levi currently remains as a director of the Registrant.
Subsequently,  the Registrant  replaced its President  with Cheryl  Taylor,  the
current Chief Financial  Officer of the Registrant,  and terminated 11 employees
in the Registrant's executive office.

Item 7.  Financial Statements and Exhibits

         (c)    Exhibits

                99.1   Monthly   operating   reports  of   the   Registrant  and
                       Subsidiaries  as of and  for the  month  ended  March 29,
                       2000,  as filed with the United States Bankruptcy Court.


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                                    SIGNATURE


         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.

Date:  May 19, 2000

                                          THE GREAT TRAIN STORE COMPANY



                                          By: /s/ Cheryl A. Taylor
                                              ----------------------------------
                                              Cheryl A. Taylor
                                              Vice President - Finance &
                                              Administration


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