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): December 21, 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.

         On February 28, 2000, The Great Train Store Company (the  "Registrant")
filed a voluntary petition for protection and reorganization under Chapter 11 of
the  Federal  Bankruptcy  Code in the  United  States  Bankruptcy  Court for the
District of Delaware (the  "Filing").  From that time,  the  Registrant had been
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.

         On June 23, 2000, the United States  Bankruptcy  Court entered an order
approving  the auction  procedure  for the sale of the  Registrant's  leases and
approving the rejection procedure for termination of the leases not auctioned.

Item 5. Other Events.

         On December 21, 2000, the Registrant filed unaudited  monthly operating
reports as of and for the month ended  September  30,  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.

         On July 17, 2000,  the  Registrant  completed  the  liquidation  of its
inventory  located at its store locations and on August 15, 2000, the Registrant
closed its offices.  The going out of business sale  termination date was August
31, 2000.

         Based  on the  results  of the  liquidation,  the  stockholders  of the
Company  will  not  receive  a  distribution  as a  result  of the  liquidation.
Accordingly, the Registrant believes that its common stock is without value.

Item 7.  Financial Statements as Exhibits

         (c)      Exhibits

                  99.1  Monthly   operating   reports  of  the   Registrant  and
         Subsidiaries as of and for the month ended September 30, 2000, as filed
         with the United States Bankruptcy Court.



                                    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:  February 12, 2001.

                                          THE GREAT TRAIN STORE COMPANY



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


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