##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-K

Annual Report Pursuant to Section l3 or l5(d)

of the Securities Exchange Act of l934


|                                            |  |                               
|------------------------------------------- |  | ------------------------------
|For the fiscal year ended June 30,
    2004 |  | Commission File Number 0-18927

TANDY BRANDS ACCESSORIES, INC.

(Exact name of Registrant as Specified in its
Charter)


|                                                                   |  |                                            
|------------------------------------------------------------------ |  | -------------------------------------------
|A Delaware Corporation                                             |  | 75-2349915                                 
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    Identification Number)

690 E. Lamar Blvd.,
Suite 200

Arlington, Texas 76011


(Address of Principal Executive Offices)


(817) 548-0090

(Registrants Telephone Number, Including
Area Code)


Securities registered pursuant to Section l2(b)
of the Act:

NONE


Securities registered pursuant to
Section 12(g) of the Act:

Title of Class

Common Stock, Par Value $1.00 Per
Share


Indicate by check mark whether the registrant
(l) has filed all reports required to be filed by Section
l3 or l5(d) of the Securities Exchange Act of l934 during the
preceding l2 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days.     Yes þ          No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be
contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any
amendment to this
Form 10-K.     o

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Act).     Yes o          No þ

The aggregate market value of the voting and
non-voting common equity held by non-affiliates as of
December 31, 2003 (computed by reference to the price at
which the common equity was last sold on such date), was
approximately $70,282,409.

There were 6,397,480 shares of common stock,
par value $1.00 per share, outstanding on
September 17, 2004.

DOCUMENTS INCORPORATED BY REFERENCE:

(a) Annual Report to Stockholders for Fiscal
Year Ended June 30, 2004 (incorporated herein by reference
in Parts I and II).

(b) Definitive Proxy Statement for the
Annual Meeting of Stockholders to be held October 14, 2004
(incorporated herein by reference in Part III).



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TABLE OF CONTENTS



|                                                                                               |  |  |  |  |  |  |  | 
|---------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|PART I                                                                                        
|Item 1. Business.                                                                             
|Item 2. Properties.                                                                           
|Item 3. Legal Proceedings.                                                                    
|Item 4. Submission of Matters to a Vote of Security Holders.                                  
|PART II                                                                                       
|Item 5. Market for the Registrants Common Equity and Related Stockholder Matters.            
|Item 6. Selected Financial Data.                                                              
|Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|Item 7A. Quantitative and Qualitative Disclosures About Market Risk.                          
|Item 8. Financial Statements and Supplementary Data.                                          
|Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 
|Item 9A. Controls and Procedures.                                                             
|PART III                                                                                      
|PART IV                                                                                       
|Item 15. Exhibits, Financial Statement Schedule, and Reports on Form 8-K.                     
|SIGNATURES                                                                                    
|Restated Bylaws                                                                               
|Third Amendment to Credit Agreement                                                           
|Form of Non-Employee Director Nonqualified Stock Option Agreement                             
|Form of Employee Nonqualified Stock Option Agreement                                          
|Form of Non-Employee Director Restricted Stock Award Agreement                                
|Form of Employee Restricted Stock Award Agreement                                             
|2004 Annual Report to Stockholders                                                            
|List of Subsidiaries                                                                          
|Consent of Ernst & Young LLP                                                                  
|Certification of Chief Executive Officer                                                      
|Certification of Chief Financial Officer                                                      
|Section 1350 Certification by CEO & CFO                                                       



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##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND
SUBSIDIARIES

FORM 10-K




PART I






|        |          
|------- | ---------
|Item 1. | Business.

What do we do?

We are a leading designer, manufacturer and
marketer of branded mens, womens and childrens
accessories, including belts and small leather goods, such as
wallets. Our product line also includes handbags, socks,
scarves, gloves, hats, hair accessories, suspenders, cold
weather accessories and sporting goods accessories. We market
our merchandise under a broad portfolio of nationally recognized
licensed and proprietary brand names, including Dockers®,
Levis®, Levi Strauss SignatureTM, Jones
New York®, Rolfs®, Haggar®, Woolrich®,
Jordache®, Bugle Boy®, Canterbury®, Prince
Gardner®, Princess Gardner®, Amity®, Accessory
Design Group® and Tiger®, as well as private brands
for major retail customers. We sell our products to a variety of
retail outlets, including mass merchants, national chain stores,
major department stores, mens and womens specialty
stores, catalog retailers, grocery stores, drug stores, golf pro
shops, sporting goods stores and the retail exchange operations
of the United States military.

In addition, we recently entered the mens
neckwear business, utilizing a direct-to-retailer sales model.
We plan to design and promote mens neckties which will be
manufactured overseas and shipped directly to our retail
customers in the United States, allowing our pricing to be very
competitive compared to established neckwear suppliers. We also
recently acquired Superior Merchandise Company. Through this
acquisition, which was completed on July 1, 2004, we have
added gift accessories to our product line that we will sell
under the ETON® and licensed totes® brands.

What are our product lines?

|                                                                                                                                                                                                                                                                                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Fiscal 2004 Product Line Sales
    (as a % of net sales)Graphic                                                                                                                                                                                                                                          |  | Our primary
    products consist of belts and small leather goods, such as
    wallets, which accounted for approximately 54.6% and 21.1% of
    our net sales for fiscal 2004, respectively. Our other products
    include womens handbags, socks, scarves, gloves, hats,
    hair accessories, suspenders, cold weather accessories, sporting
    goods accessories, and other fashion accessories. Collectively,
    these other products accounted for the remaining 24.3% of our
    net sales in fiscal 2004.     To facilitate our internal
    operations as well as our customer relationships, our products
    are generally organized along mens and womens
    product lines. As a result, we have two reportable segments:
    (1) mens accessories and (2) womens
    accessories. Mens and boys products accounted for
    approximately 52.7% of net sales during fiscal
|2004, and womens and girls products
    accounted for approximately 47.3% of net sales during the same
    period. Financial information regarding our operations and
    assets by segment appears on page 32 of our 2004 Annual
    Report to Stockholders, and is incorporated herein by reference.



| |      
| | -----
| | Belts

We, along with our predecessors, have been
manufacturing and marketing belts for over 70 years, and
belts remain our largest single product category, representing
approximately 54.6%, 53.1% and 55.2% of net sales in fiscal
2004, 2003 and 2002, respectively. We compete in all four
categories of the belt market: casual, work, dress and fashion.
In fiscal 2004, we manufactured approximately 31.6% of the
mens belts we distributed and imported the balance,
including all womens belts, from China, Guatemala and
various other countries.

1



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|                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Fiscal 2004 Belt SalesGraphic |  | Mens belt
    sales increased by $6.3 million during 2004, but
    womens belt sales decreased by $8 million during the
    same period, resulting in an overall decrease of
    $1.7 million, or 1.4%, in our total belt sales compared to
    fiscal 2003. The decrease in womens belt sales was due to
    downward pressure on inventory replenishment by mass merchant
    customers and competitive market pressures. In fiscal 2004,
    sales of mens and boys belts represented
    $87.2 million, or 74.2% of total belt sales, and
    womens and girls belts represented
    $30.4 million, or 25.8% of total belt sales.



| |                    
| | -------------------
| | Small Leather Goods

|                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Fiscal 2004 Small Leather Goods
    SalesGraphic |  | Our small leather
    goods consist primarily of mens and womens wallets
    sold under licensed, private and proprietary brands. Our small
    leather goods are primarily sourced from manufacturers in
    foreign countries, such as China, due to the labor-intensive
    nature of manufacturing small leather goods and the relatively
    low cost of labor in those countries. Sales of small leather
    goods accounted for approximately $45.3 million, or 21.1%
    of our net sales in fiscal 2004. Sales of small leather goods
    accounted for approximately 19.8% and 21.0% of our net sales in
    fiscal 2003 and 2002, respectively.

In fiscal 2004, sales of mens and
boys small leather goods represented $18.3 million,
or 40.4% of total small leather goods sales, and womens
and girls small leather goods represented
$27.0 million, or 59.6% of our total small leather goods
sales.



| |                  
| | -----------------
| | Other Accessories

In addition to belts and small leather goods, we
distribute accessories such as womens handbags, socks,
scarves, gloves, hats, hair accessories, mens suspenders
and sporting goods accessories. These products are marketed
under certain of our proprietary brands, licensed brands and
private brands. These other accessories complement our core belt
and small leather goods products. We purchase all of our other
accessory items, which are manufactured according to our design
specifications, from foreign and domestic sources. In fiscal
2004, our sales of other accessories totaled $52.5 million,
or 24.3% of our net sales. Sales of other accessories accounted
for 27.1% and 23.8% of our net sales in fiscal 2003 and 2002,
respectively.

What brands do we sell?

|                                                         |  |                                                                                                                                                                                                      
|-------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Fiscal 2004 Brand Sales
    (as a % of net sales)Graphic |  | Our brand sales
    consist of licensed brands, private brands and proprietary
    brands which accounted for approximately 8.1%, 57.5% and 34.4%
    of our net sales for fiscal 2004, respectively.



| |                             
| | ----------------------------
| | Exclusive License Agreements

We have been awarded exclusive license agreements
for several well recognized brands, including Dockers®,
Levis®, Levi Strauss SignatureTM, Jones
New York®, Bugle Boy®, Haggar®, Woolrich®
and Jordache®. Through our acquisition of Superior
Merchandise Company on July 1, 2004 we have also acquired
an exclusive license agreement for totes® gift accessories.

2



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Generally, our license agreements cover specific
products and require us to pay annual royalties, ranging from 2%
to 8% of net sales, based on minimum sales quotas or sales. The
terms of the agreements are typically four to ten years, with
options to extend the terms, provided certain sales or royalty
minimums are achieved. For fiscal 2004, sales of our licensed
products accounted for approximately $17.5 million, or 8.1%
of our net sales, with no sales associated with any individual
license agreement accounting for more than 5% of net sales.



| |                       
| | ----------------------
| | Private Brand Products

In fiscal 2004, private brand products accounted
for approximately $123.9 million, or 57.5% of our net
sales. In a private brand program we are responsible for
designing, manufacturing and delivering unique products for
select customers according to the customers individual
requirements. These programs offer our customers exclusivity and
pricing control over their products, both of which are important
factors in the retail marketplace. We believe our flexible
sourcing capabilities, advanced electronic inventory management
and replenishment systems, and design, product development and
merchandising expertise provide retailers with a superior
alternative to direct sourcing of their private brand products.
Our principal private brand programs include those for leading
retailers such as:



| |   |                    
| | - | -------------------
| |  | Wal-Mart;          
|
| |  | Target;            
|
| |  | JCPenney;          
|
| |  | Sears; and         
|
| |  | Payless ShoeSource.

Our principal private brand programs also include
nationally recognized private brand names such as:



| |   |                 
| | - | ----------------
| |  | Farah®;         
|
| |  | Faded Glory®;   
|
| |  | Meeting Street®;
|
| |  | No Boundaries®; 
|
| |  | St. Johns Bay®;
|
| |  | Xhilaration®;   
|
| |  | Mossimo®; and   
|
| |  | Cherokee®.      



| |                   
| | ------------------
| | Proprietary Brands

In addition to our licensed and private brands,
we produce and market products under our own registered
trademarks and trade names. We own leading and well recognized
trademarks such as Rolfs®, Amity®, Canterbury®,
Tiger®, Accessory Design Group®, Prince Gardner®,
Princess Gardner®, and, through our acquisition of Superior
Merchandise Company on July 1, 2004, the ETON® brand.
We intend to build on the success of our proprietary brand
portfolio by pursuing additional ownership opportunities and
expanding the assortment of products we offer and the retail
channels we serve with our proprietary brands. Net sales under
our proprietary brands were approximately $74.0 million, or
34.4% of our net sales in fiscal 2004.

3



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| |                               
| | ------------------------------
| | Distribution of Our Key Brands

Our key brands and each brands targeted
distribution channels and primary products are as follows:

|                          |  |                       |  |                          
|------------------------- |  | --------------------- |  | -------------------------
|Brand                     |  | Distribution Channel  |  | Products                 
|                          |  |                       |  |                          
|Dockers®                  |  | National chain stores |  | Belts                    
|                          |  | Department stores     |  | Handbags                 
|                          |  | Specialty stores      |  | Small leather goods      
|                          |  |                       |  | Cold weather accessories 
|                         
|Levis®                   |  | National chain stores |  | Belts                    
|                          |  | Department stores     |  | Small leather goods      
|                          |  | Specialty stores      |  |                          
|                         
|Levi Strauss Signature TM |  | Mass merchants        |  | Belts                    
|                          |  | National chain stores |  | Small leather goods      
|                          |  |                       |  | Casual multi-purpose bags
|                         
|Jones New York®           |  | Department stores     |  | Belts                    
|                          |  | Specialty stores      |  | Small leather goods      
|                         
|Rolfs®                    |  | Department stores     |  | Small leather goods      
|                          |  | Specialty stores      |  |                          
|                         
|Haggar®                   |  | National chain stores |  | Belts                    
|                          |  | Department stores     |  | Small leather goods      
|                          |  | Catalogs              |  |                          
|                         
|Woolrich®                 |  | Department stores     |  | Belts                    
|                          |  | Specialty stores      |  | Small leather goods      
|                         
|Jordache®                 |  | National chain stores |  | Belts                    
|                         
|Bugle Boy®                |  | National chain stores |  | Belts                    
|                          |  | Department stores     |  | Small leather goods      
|                         
|Canterbury®               |  | Specialty stores      |  | Belts                    
|                          |  | Golf pro shops        |  | Small leather goods      
|                         
|Prince Gardner®           |  | National chain stores |  | Small leather goods      
|                          |  | Specialty stores      |  |                          
|                         
|Princess Gardner®         |  | National chain stores |  | Small leather goods      
|                          |  | Specialty stores      |  |                          
|                         
|Amity®                    |  | Mass merchants        |  | Small leather goods      
|                          |  | National chain stores |  |                          
|                         
|Coletta®                  |  | Mass merchants        |  | Handbags                 
|                          |  | National chain stores |  |                          
|                         
|Accessory Design Group®   |  | Mass merchants        |  | Belts                    
|                          |  | National chain stores |  | Womens accessories      
|                         
|Tiger®                    |  | Mass merchants        |  | Belts                    
|                          |  | National chain stores |  |                          

4



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|       |  |                       |  |                    
|------ |  | --------------------- |  | -------------------
|Brand  |  | Distribution Channel  |  | Products           
|       |  |                       |  |                    
|Stagg® |  | Mass merchants        |  | Belts              
|       |  | National chain stores |  | Small leather goods
|      
|ETON®  |  | Department stores     |  | Gift accessories   
|       |  | Specialty stores      |  |                    
|      
|totes® |  | Department stores     |  | Gift accessories   
|       |  | Specialty stores      |  |                    

What are our channels of
distribution?

We sell our products to a variety of retail
outlets, including the following:

 department stores;

 e-commerce websites;

 specialty chains;

 national chain stores;

 mass merchants;

 outlet stores;

 the retail exchange operations of the
United States military;

 off-price stores;

 golf pro shops;

 sporting goods stores;

 supermarkets;

 individual specialty stores;

 uniform stores;

 catalog retailers;

 TV shopping networks;

 shoe stores;

 drug stores;

 wholesale clubs; and

 office supply stores.

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Who are our customers?

We maintain strong relationships with various
major retailers in the United States and Canada, including the
following:

|                   |  |                        |  |                            
|------------------ |  | ---------------------- |  | ---------------------------
|Department Stores: |  | National Chains:       |  | Mass Merchants:            
|                   |  |                        |  |                            
|Nordstrom;         |  | Sears (U.S. & Canada); |  | Wal-Mart (U.S. and Canada);
|Dillards;         |  | JCPenney;              |  | Target;                    
|May Company;       |  | Mervyns;              |  | Shopko/Pamida;             
|Federated/ Macys; |  | AAFES;                 |  | Meijer;                    
|Belk;              |  | Structure;             |  | Fred Meyer; and            
|Saks, Inc.;        |  | Stein Mart;            |  | Zellers (Canada).          
|Dayton Hudson;     |  | TJ Maxx;               |  |                            
|Kohls;            |  | Marshalls;            |  |                            
|Stage;             |  | Mens Wearhouse; and   |  |                            
|Boscovs;          |  | Moores (Canada).      |  |                            
|Gottschalks;      |  |                        |  |                            
|Bon-Ton; and       |  |                        |  |                            
|The Bay (Canada).  |  |                        |  |                            

For fiscal 2004 and 2003, Wal-Mart accounted for
36.7% and 35.6% of our net sales, respectively, and Target
accounted for 14.0% and 15.4%, respectively. No other customer
accounted for 10% or more of our total revenues. In fiscal 2004,
our top ten customers accounted for approximately 73.4% of net
sales. A decision by Wal-Mart, Target or any other significant
customer, whether motivated by competitive conditions, financial
difficulties or otherwise, to decrease the amount of merchandise
purchased from us or to change their manner of doing business
with us could have a material adverse effect on our financial
position and results of operations.

How do we maintain strong customer
relations?

We believe our success is due in large part to
our strong customer relationships, strong sales and marketing
organization and superior customer service. Factors which help
facilitate these characteristics include our quick
response distribution, vendor inventory management
services, electronic data interchange capabilities and expertise
in the communication of fashion and lifestyle concepts through
product lines and innovative point-of-sale presentations. We
develop and manage our accounts through the coordinated efforts
of senior management, regional managers, account executives and
an organization of salespeople and independent sales
representatives. Members of our senior management or senior
account executives manage our relationships with certain of our
national accounts such as Wal-Mart, Shopko, Kohls,
Dillards, JCPenney, Sears, Meijers and Target.

We maintain in-store customer service
relationships with various specialty stores, national chain
stores and major department stores. We have a team of more than
141 sales associates in the United States and approximately 10
sales associates in Canada. These sales associates are organized
on a regional basis and supervised by regional sales managers.
Sales associates are responsible for overseeing accounts within
a defined geographic territory, developing and maintaining
business relationships with their respective customers,
preparing and conducting line presentations, and assisting
customers in the implementation of programs at the individual
store level. In addition, sales associates may, depending on the
needs of an individual customer, assist in the maintenance and
presentation of merchandise on the selling floor. Our regional
sales organization is supported by account executives. Sales
personnel, other than senior managers, generally are compensated
based on a combination of salary and commission.

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Did we have firm backlog orders for fiscal
2004 and the prior fiscal year?

We had firm backlog orders at June 30, 2004
and 2003, totaling $10,258,000 and $9,593,000, respectively. Our
backlog orders are fairly consistent throughout the year with a
seasonal increase during the first and second quarter.
Generally, whether we can fill our backlog orders is dependent
on product availability. Historically, the amount of unfilled
backlog orders has been immaterial. The backlog at June 30,
2004 may not be indicative of future results.

How do we merchandise and develop our
products?

Senior managers are responsible for generating
profitable performance results by developing, planning, selling
and implementing merchandise programs for their accounts.
Individual senior managers develop and maintain business
relationships with customers buyers and merchandise
managers. Senior managers also develop and propose comprehensive
programs relating to product mix, pricing and fixturing and they
assist customers buyers and merchandise managers in the
implementation of these programs. We coordinate the
implementation of marketing programs through the efforts of
senior and regional managers. Senior and regional managers are
compensated based on a combination of salary and bonus tied to
various measures of profitability and sales performance.

Our product development and merchandising
professionals work closely with our customers, suppliers and
licensors to interpret market trends, develop new products and
create and implement comprehensive merchandising programs which
consist of packaging, point-of-sale fixturing and presentation
materials. We believe our ability to design all of our products
internally represents a significant competitive advantage
because retail customers have become increasingly reliant on the
design and merchandising expertise of their suppliers.

What is our competitive position?

Competition in the fashion accessories industry
is intense. The accessories market is highly fragmented, and
management believes we are one of the largest competitors in the
accessories industry. Based on our analysis, we have found that
the sectors of the accessories industry we serve have grown at
an average annual rate of 3-5% in recent years. In our opinion,
this growth has resulted from:



| |   |                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------
| |  | the trend toward more casual attire, which has
    increased demand for accessories outside the traditional dress
    category;
|
| |  | increased consumer awareness of branded
    accessories as a fashion and lifestyle statement; and                              
|
| |  | a desire for newness and change in accessories
    styles.                                                                     

As a result of recent consolidation in the retail
industry, retailers have increasingly chosen to consolidate
their supply bases to a core group of companies that have the
resources and expertise to meet the retailers increasing
demands. We believe we are well positioned to continue to
capitalize on these market trends.

Our ability to remain competitive depends largely
on our ability to maintain our customer relationships, create
new designs and products and offer high quality merchandise at
competitive prices. The following table summarizes our primary
competitors:

|                               |  |                                                                 
|------------------------------ |  | ----------------------------------------------------------------
|Product Segment                |  | Primary Competitors                                             
|                               |  |                                                                 
|Mens and Boys Belts          |  | Swank, Randa/Humphreys, Cipriani and Fossil                     
|Mens Wallets                  |  | Buxton, Randa/Humphreys, Mundi, Fossil, Swank and
    Cipriani  
|Womens and Girls Belts       |  | Cipriani, Liz Claiborne, Circa, Accessory Network
    and Fossil
|Womens Handbags               |  | Nine West, Liz Claiborne, Kenneth Cole and Fossil               
|Womens Personal Leather Goods |  | Buxton, Mundi, Fossil, Liz Claiborne and Nine West              

We compete on the basis of customer service,
brand recognition, product quality and price. We believe our
ability to compete successfully is based on our strong customer
relationships, superior customer service,

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strong national brand portfolio, national
distribution capabilities, proprietary inventory management
systems, flexible sourcing and product design and innovation.


How do we seek to grow our business?

We seek increased sales and earnings through a
variety of means, including increased sales through our current
operating units, as well as growth through the acquisition of
assets and similar businesses. Since our incorporation in
Delaware on November 1, 1990, we have acquired numerous
businesses. Over the last three years, we made the following
acquisitions:

|               |  |                                           |  |                            |  |                                
|-------------- |  | ----------------------------------------- |  | -------------------------- |  | -------------------------------
|               |  | Name of Business                          |  |                            |  |                                
|Date Acquired  |  | or Assets Acquired                        |  | Product Lines              |  | Brands Acquired                
|               |  |                                           |  |                            |  |                                
|April 12, 2002 |  | Certain assets of AA&E Leathercraft, Inc. |  | Sporting goods accessories |  | AA&E                           
|July 1, 2004   |  | Superior Merchandise Company              |  | Gift accessories           |  | ETON® and licensed totes® brand

Where and how do we manufacture our
products?

Our manufacturing facilities are located in
Yoakum, Texas, and Scarborough, Ontario. These facilities have
the capacity to manufacture approximately 5.8 million belts
per year. During fiscal 2004, our manufacturing facilities
operated at approximately 97% of capacity. We continually seek
to increase the automation of our manufacturing operations. We
believe we are one of the lowest-cost domestic belt producers
because of our automated equipment, large production volumes and
economies of scale in raw materials and finished goods sourcing.

In fiscal 2004, we sourced certain finished
products representing approximately 85% of our net sales from
outside manufacturers, both domestic and foreign. We have strong
relationships with a number of high quality, low-cost foreign
manufacturers who provide particularly labor-intensive products,
such as small leather goods, manufactured to our specifications.

Our transactions with our foreign manufactures
and suppliers are subject to the risks of doing business abroad.
Imports into the United States (both finished goods and raw
materials) are affected by, among other things, the cost of
transportation, and imposition of import duties and
restrictions. The United States, Canada, China and other
countries in which our products are manufactured may, from time
to time, impose new quotas, tariffs or other restrictions, or
adjust presently prevailing quotas, duty or tariff levels, which
could affect our operations and our ability to import products
at current or increased levels. We cannot predict the likelihood
or frequency of any such events occurring.

Financial information regarding our net revenues,
total assets and property, plant and equipment, by geographic
location, appears on page 33 of our Annual Report to
Stockholders, and is incorporated herein by reference.

To what extent is our business
seasonal?

Our quarterly sales and net income results are
fairly consistent throughout the fiscal year, with a seasonal
increase during the first and second quarter.

What are the sources and availability of our
raw materials?

Our raw materials requirements are limited to
materials used in the manufacture of mens belts, as this
is the only product we manufacture ourselves. These raw
materials consist primarily of leather hides and hardware, such
as buckles, and are readily available from a variety of foreign
and domestic sources. As a result, we have not experienced any
significant disruption of product flow based on our raw
materials needs.

8



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Are we subject to governmental
regulations?

Many of our products are manufactured in
countries other than the United States. Accordingly, those
countries and the United States may from time to time modify
existing quotas, duties, tariffs, or import restrictions, or
otherwise regulate or restrict imports in a manner which could
be material and adverse to us. In addition, economic and
political disruptions in Asia and other parts of the world from
which we import goods could have an adverse effect on our
ability to maintain an uninterrupted flow of products to our
major customers.

Due to the fact that we sell our products to
retail exchange operations of the United States military, and
thus are a supplier to the federal government, we must comply
with all federal statutes applicable to federal government
suppliers. Historically, we have not made any material
modifications or accommodations as a result of government
regulations.

How many employees do we have?

We had approximately 1,224 employees as of
June 30, 2004. We believe employee relations are generally
good.

What role does intellectual property play in
our business?

We believe our trademarks, our licenses to use
certain trademarks and our other proprietary rights in and to
intellectual property are important to our success and our
competitive position and we seek to protect our intellectual
property rights against infringement. Specifically, we seek to
protect our interests not only in our brands but in our designs
as well. We devote considerable resources to the establishment
and protection of our intellectual property on a nationwide
basis and in selected foreign markets. Our trademarks remain
valid and enforceable as long as the marks are used in
connection with our products and services and the required
registration renewals are filed.

What are our working capital
practices?

We do not enter into long-term agreements with
any of our customers. Instead, we enter into a number of
purchase order commitments with our customers for each of our
lines every season. Due to the production time required by our
foreign suppliers to produce and ship goods to our distribution
centers, we attempt, based on internal estimates, to carry on
hand inventory levels necessary for the timely shipment of
initial shipment and replenishment orders of mens and
womens accessories to our customers. A decision by the
customer buyer of a group of stores or any significant customer,
whether motivated by competitive conditions, financial
difficulties or otherwise, to significantly change the amount of
merchandise purchased from us, or to change the customer
buyers manner of doing business with us, may have a
significant effect on our financial condition and results of
operations. However, this exposure is mitigated in that we sell
our products to a variety of retail partners throughout the
United States and Canada.

Where can investors access additional
information regarding Tandy Brands?

Our website address is www.tandybrands.com. Our
annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K, Forms 3,
4 and 5 filed by our officers, directors and stockholders
holding 10% or more of our common stock and all amendments to
those reports are available free of charge through our website,
as soon as reasonably practicable after such material is
electronically filed with or furnished to the Securities and
Exchange Commission (the SEC). You may also read and
copy any reports, proxy statements or other information that we
file with the SEC at the SECs public reference room at
450 Fifth Street N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the
operation and location of the public reference room. Our SEC
filings are also available to the public, free of charge, at the
SECs website at www.sec.gov.

9



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##### Table of Contents








|        |            
|------- | -----------
|Item 2. | Properties.

We own and lease numerous facilities throughout
the United States and lease facilities in Canada and Hong Kong.
We currently lease our corporate offices which are located in
Arlington, Texas. On January 31, 2004, we renewed that
lease for a period of 67 months at an average monthly
expense of $51,654. We believe our properties are adequate and
suitable for the particular uses involved. The following table
summarizes our properties:

|                             |  |                                                                                    |  |           |       | 
|---------------------------- |  | ---------------------------------------------------------------------------------- |  | --------- | ----- | 
|                             |  |                                                                                    |  | Form of  
|Facility Location            |  | Use                                                                                |  | Ownership
|                             |  |                                                                                    |  |          
|Yoakum, Texas (4 facilities) |  | Leather product manufacturing, product
    distribution and administrative offices |  |           | Own   | 
|West Bend, Wisconsin         |  | Distribution of small leather goods and handbags                                   |  |           | Own   | 
|Scarborough, Ontario         |  | Manufacture and distribution of leather goods                                      |  |           | Lease | 
|Dallas, Texas                |  | Distribution of womens accessories                                                |  |           | Lease | 
|Arlington, Texas             |  | Corporate offices                                                                  |  |           | Lease | 
|New York, New York           |  | Office space                                                                       |  |           | Lease | 
|San Francisco, California    |  | Office space                                                                       |  |           | Lease | 
|Birmingham, Alabama          |  | Office space                                                                       |  |           | Lease | 
|Minneapolis, Minnesota       |  | Office space                                                                       |  |           | Lease | 
|Hong Kong                    |  | Office space                                                                       |  |           | Lease | 

The total space we owned, leased and occupied as
of June 30, 2004, was as follows:

|                     |  |                         |         |        |  |       |         |  |  |  |         | 
|-------------------- |  | ----------------------- | ------- | ------ |  | ----- | ------- |  |  |  | ------- | 
|                     |  |                        
|                     |  | Approximate Square Feet
|                     |  |                        
|                     |  | Owned                   |         | Leased |  | Total
|                     |  |                         |         |        |  |      
|Warehouse and Office |  |                         | 509,000 |        |  |       | 264,000 |  |  |  | 773,000 | 
|Factory              |  |                         | 60,000  |        |  |       | 27,000  |  |  |  | 87,000  | 
|                     |  |                         |         |        |  |       |         |  |  |  |         | 
|Total                |  |                         | 569,000 |        |  |       | 291,000 |  |  |  | 860,000 | 
|                     |  |                         |         |        |  |       |         |  |  |  |         | 






|        |                   
|------- | ------------------
|Item 3. | Legal Proceedings.

We are not involved in any material pending legal
proceedings, other than ordinary routine litigation incidental
to our business. No material legal proceedings were terminated
during the fourth quarter of fiscal 2004.






|        |                                                         
|------- | --------------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security
    Holders.

There were no matters submitted to a vote of
security holders during the fourth quarter of fiscal 2004.

10



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##### Table of Contents






PART II






|        |                                                                               
|------- | ------------------------------------------------------------------------------
|Item 5. | Market for the Registrants Common
    Equity and Related Stockholder Matters.

What is the principal market for our common
stock?

The principal market for our common stock is the
NASDAQ National Market System. Our common stock is listed on the
NASDAQ National Market System under the symbol TBAC.
Information regarding the high and low sales prices for our
common stock for each full quarterly period within the two most
recent fiscal years as reported on NASDAQ appears on
page 46 of our 2004 Annual Report to Stockholders, and is
incorporated herein by reference.

How many common stockholders do we
have?

As of September 17, 2004, we had
approximately 857 common stockholders of record.

Did we declare any cash dividends in fiscal
2004 or the prior fiscal year?

While we did not declare any dividends in fiscal
2003, on August 12, 2003, our board of directors declared
the companys first quarterly dividend. During fiscal 2004,
we declared and paid dividends as set forth in the following
table:

|                 |  |                    |  |                  |  |                    |        | 
|---------------- |  | ------------------ |  | ---------------- |  | ------------------ | ------ | 
|Declaration Date |  | Record Date        |  | Payable Date     |  | Dividend per Share
|                 |  |                    |  |                  |  |                   
|August 12, 2003  |  | September 30, 2003 |  | October 31, 2003 |  |                    | $0.025 | 
|October 15, 2003 |  | December 31, 2003  |  | January 22, 2004 |  |                    | $0.025 | 
|January 22, 2004 |  | March 31, 2004     |  | April 20, 2004   |  |                    | $0.025 | 
|April 22, 2004   |  | June 30, 2004      |  | July 20, 2004    |  |                    | $0.025 | 

We expect quarterly dividends will continue to be
paid in fiscal 2005. On August 12, 2004, our board of
directors declared a dividend of $0.0275 per share payable
to stockholders of record as of September 30, 2004. The
payment of the dividend will occur on October 19, 2004. The
payment of dividends in the future will be at the sole
discretion of our board of directors and will depend on our
profitability, financial condition, capital needs, future
prospects, contractual restrictions and other factors deemed
relevant by our board of directors.

How many shares of common stock are authorized
for issuance under our equity compensation plans?

The following table provides information
regarding the number of shares of our common stock that may be
issued on exercise of outstanding stock options and warrants
under our existing equity compensation plans as of June 30,
2004. These plans are as follows:



| |   |                                                                              
| | - | -----------------------------------------------------------------------------
| |  | the 1993 Employee Stock Option Plan;                                         
|
| |  | the 1997 Employee Stock Option Plan;                                         
|
| |  | the Nonqualified Formula Stock Option Plan for
    Non-Employee Directors;   
|
| |  | the Nonqualified Stock Option Plan for
    Non-Employee Directors;           
|
| |  | the 2002 Omnibus Plan;                                                       
|
| |  | the 1995 Stock Deferral Plan for Non-Employee
    Directors;                 
|
| |  | the Stock Purchase Program; and                                              
|
| |  | nonqualified stock option agreements with certain
    non-employee directors.

11



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##### Table of Contents



|                                                           |  |                         |           |                      |  |                                    |       |     |  |  |         |    
|---------------------------------------------------------- |  | ----------------------- | --------- | -------------------- |  | ---------------------------------- | ----- | --- |  |  | ------- | ---
|                                                           |  |                         |           |                      |  | (C)                               
|                                                           |  | (A)                     |           | (B)                  |  | Number of Securities Remaining    
|                                                           |  | Number of Securities to |           | Weighted-Average     |  | Available for Future Issuance     
|                                                           |  | be Issued upon Exercise |           | Exercise Price of    |  | Under Equity Compensation Plans   
|                                                           |  | of Outstanding Options, |           | Outstanding Options, |  | (Excluding Securities Reflected in
|Plan Category                                              |  | Warrants and Rights     |           | Warrants and Rights  |  | Column (A))                       
|                                                           |  |                         |           |                      |  |                                   
|Equity Compensation Plans Approved by Stockholders         |  |                         | 984,601   | (1)                  |  | $                                  | 11.43 | (2) |  |  | 422,656 | (3)
|Equity Compensation Plans Not Approved by
    Stockholders |  |                         | 19,250    | (4)                  |  | $                                  | 6.09  |     |  |  | 202,484 | (5)
|Total                                                      |  |                         | 1,003,851 |                      |  | $                                  | 11.33 |     |  |  | 625,140 |    



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes options to
    purchase 54,300 shares of common stock under the 1993
    Employee Stock Option Plan, 648,157 shares of common stock
    under the 1997 Employee Stock Option Plan, 87,337 shares of
    common stock under the Nonqualified Formula Stock Option Plan
    for Non-Employee Directors, and 172,432 shares of common
    stock under the 2002 Omnibus Plan. Also includes
    22,375 shares of common stock issuable upon settlement of
    phantom stock units under the 1995 Stock Deferral Plan for
    Non-Employee Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   
|(2) | Calculation of weighted-average exercise price
    does not include phantom stock units credited to
    participants accounts under the 1995 Stock Deferral Plan
    for Non-employee Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(3) | Includes 395,031 shares of common stock
    issuable under the 2002 Omnibus Plan and 27,625 shares of
    common stock issuable under the 1995 Stock Deferral Plan for
    Non-Employee Directors. Upon adoption of the 2002 Omnibus Plan
    by our stockholders at our 2002 annual stockholders
    meeting, the number of shares authorized and reserved for
    issuance under our previously existing stock option plans were
    transferred to the 2002 Omnibus Plan and are presently
    authorized and reserved for issuance under that plan. All shares
    of common stock authorized and reserved for issuance on the
    exercise of outstanding stock options under our previous stock
    option plans and the 2002 Omnibus Plan will, on the cancellation
    or expiration of any such stock options, automatically be
    authorized and reserved for issuance under the 2002 Omnibus Plan.                                                                                                                                                                                                                                                                                                                                     
|   
|(4) | Includes options to purchase an aggregate of
    19,250 shares of common stock under nonqualified stock
    option agreements for non-employee directors, dated
    October 16, 2001, with each of Dr. James F. Gaertner
    (4,250), Marvin J. Girouard (4,250), Gene Stallings (4,250),
    Roger R. Hemminghaus (2,500) and Colombe M. Nicholas (4,000).
    These options became fully vested six months after the date of
    grant and expire on October 16, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   
|(5) | Includes 202,484 shares of common stock
    issuable under the Stock Purchase Program. The Stock Purchase
    Program was approved by our stockholders in December 1990;
    however, subsequent amendments to increase the number of shares
    of common stock available for issuance under the Stock Purchase
    Program were not required to be approved by our stockholders and
    therefore were not submitted to our stockholders for approval.
    The Stock Purchase Program is open to all full-time employees
    who are enrolled in the Tandy Brands Accessories, Inc. Employees
    Investment Plan. Under the Stock Purchase Program, participants
    may contribute 5% or 10% of their earnings and we match 25% or
    50% of each participants contribution depending on their
    length of employment. The Stock Purchase Program purchases
    treasury stock, if available, or unissued common stock directly
    from the company at monthly average market prices. The
    participants shares are fully vested upon purchase and the
    participant may withdraw from the Stock Purchase Program at any
    time. The shares purchased under the Stock Purchase Program are
    distributed to participants annually.

12



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##### Table of Contents



Did the company repurchase any shares of
common stock during the fourth quarter of fiscal 2004?

The following table provides information
regarding repurchases of shares of common stock made by us
during the quarter ended June 30, 2004. All of such shares
were purchased in the open market and held in a rabbi trust
established under our Benefit Restoration Plan:

|                                |  |           |       |            |  |                     |       |                  |  |  |     |  |  |  |     | 
|------------------------------- |  | --------- | ----- | ---------- |  | ------------------- | ----- | ---------------- |  |  | --- |  |  |  | --- | 
|                                |  | (A)       |       | (B)        |  |                     |       | (D)             
|                                |  |           |       |            |  | (C)                 |       | Maximum         
|                                |  |           |       |            |  | Total Number of     |       | Number of Shares
|                                |  | Total     |       |            |  | Shares Purchased    |       | that may Yet Be 
|                                |  | Number of |       | Average    |  | as Part of Publicly |       | Purchased Under 
|                                |  | Shares    |       | Price Paid |  | Announced Plans     |       | the Plans or    
|Period                          |  | Purchased |       | Per Share  |  | or Programs         |       | Programs        
|                                |  |           |       |            |  |                     |       |                 
|April 1, 2004 to April 30, 2004 |  |           | 4,068 |            |  | $                   | 10.26 |                  |  |  | N/A |  |  |  | N/A | 
|May 1, 2004 to May 31, 2004     |  |           | 652   |            |  | $                   | 10.65 |                  |  |  | N/A |  |  |  | N/A | 
|June 1, 2004 to June 30, 2004   |  |           | 460   |            |  | $                   | 12.68 |                  |  |  | N/A |  |  |  | N/A | 
|Total                           |  |           | 5,180 |            |  | $                   | 10.53 |                  |  |  | N/A |  |  |  | N/A | 






|        |                         
|------- | ------------------------
|Item 6. | Selected Financial Data.

The information required by this item appears on
page 46 of our 2004 Annual Report to Stockholders, and is
incorporated herein by reference.






|        |                                                                                           
|------- | ------------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis
    of Financial Condition and Results of Operations.

The information required by this item appears on
pages 38 through 45 of our 2004 Annual Report to
Stockholders, and is incorporated herein by reference.






|         |                                                                
|-------- | ---------------------------------------------------------------
|Item 7A. | Quantitative and Qualitative Disclosures
    About Market Risk.

The information required by this item appears on
pages 42 and 43 of our 2004 Annual Report to Stockholders,
and is incorporated herein by reference.






|        |                                                 
|------- | ------------------------------------------------
|Item 8. | Financial Statements and Supplementary
    Data.

The information required by this item appears on
pages 14 through 46 of our 2004 Annual Report to
Stockholders, and is incorporated herein by reference. Following
is a cross-reference for location of the required information:

|                                                                                                     |  |                        |       | 
|---------------------------------------------------------------------------------------------------- |  | ---------------------- | ----- | 
|                                                                                                     |  | Page Number in the    
|                                                                                                     |  | Tandy Brands          
|                                                                                                     |  | Accessories, Inc.     
|                                                                                                     |  | 2004 Annual           
|Financial Statements and Supplementary Data                                                          |  | Report to Stockholders
|                                                                                                     |  |                       
|Consolidated Statements of Income for the Years
    Ended June 30, 2004, 2003 and 2002               |  |                        | 14    | 
|Consolidated Balance Sheets at June 30, 2004
    and 2003                                            |  |                        | 15    | 
|Consolidated Statements of Cash Flows for the
    Years Ended June 30, 2004, 2003 and 2002           |  |                        | 16    | 
|Consolidated Statements of Stockholders
    Equity for the Years Ended June 30, 2004, 2003 and 2002 |  |                        | 17    | 
|Notes to Consolidated Financial Statements                                                           |  |                        | 18-35 | 
|Selected Unaudited Quarterly Financial Data                                                          |  |                        | 34    | 
|Report of Independent Registered Public
    Accounting Firm                                          |  |                        | 36    | 
|Selected Financial Data                                                                              |  |                        | 46    | 

13



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##### Table of Contents








|        |                                                                                              
|------- | ---------------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements with
    Accountants on Accounting and Financial
    Disclosure.

None.






|         |                         
|-------- | ------------------------
|Item 9A. | Controls and Procedures.

We have evaluated, under the supervision and with
the participation of management, including our Chief Executive
Officer and our Chief Financial Officer, the effectiveness of
the design and operation of our disclosure controls and
procedures as of the end of the period covered by this annual
report. Based on that evaluation, our Chief Executive Officer
and our Chief Financial Officer concluded that, as of
June 30, 2004, our disclosure controls and procedures were
effective in timely alerting them to material information
(including information relating to our consolidated
subsidiaries) required to be included in our filings under the
Securities Exchange Act of 1934.

There has been no change in our internal control
over financial reporting during the quarter ended June 30,
2004 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

14



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##### Table of Contents






PART III

The information required by Items 10 through
14 is included in our definitive Proxy Statement relating to our
2004 Annual Meeting of Stockholders, and is incorporated herein
by reference. Following is a cross-reference for location of the
required information:

|         |  |                                                                    |  |                                                                                                                                                                                 |  |                      |       | 
|-------- |  | ------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------- | ----- | 
|         |  |                                                                    |  |                                                                                                                                                                                 |  | Page Number in the  
|         |  |                                                                    |  | Caption in the                                                                                                                                                                  |  | Tandy Brands        
|         |  |                                                                    |  | Tandy Brands Accessories, Inc.                                                                                                                                                  |  | Accessories, Inc.   
|         |  | Item                                                               |  | 2004 Proxy Statement                                                                                                                                                            |  | 2004 Proxy Statement
|         |  |                                                                    |  |                                                                                                                                                                                 |  |                     
|Item 10. |  | Directors and                                                      |  | Proposal: Election of Directors                                                                                                                                               |  |                      | 5-7   | 
|         |  | Executive Officers of                                              |  |                                                                                                                                                                                 |  |                      |       | 
|         |  | the Registrant                                                     |  | Executive Officers                                                                                                                                                            |  |                      | 7     | 
|        
|         |  |                                                                    |  | Section 16(a) Beneficial Ownership
    Reporting Compliance                                                                                                                   |  |                      | 10    | 
|        
|         |  |                                                                    |  | Corporate Governance
     Has the Board of Directors adopted a Code of Ethics?                                                                                               |  |                      | 16    | 
|        
|         |  |                                                                    |  | Corporate Governance
     What are the Board of Directors committees? What
    functions do they serve?                                                                     |  |                      | 16-17 | 
|        
|Item 11. |  | Executive Compensation                                             |  | Executive Officer and Non-Employee Director
    Compensation
     How do we compensate our executive officers?                                                               |  |                      | 10-13 | 
|        
|         |  |                                                                    |  | Executive Officer and Non-Employee Director
    Compensation
     How do we compensate our non-employee directors?                                                           |  |                      | 14    | 
|        
|         |  |                                                                    |  | Stock Performance                                                                                                                                                             |  |                      | 15    | 
|        
|         |  |                                                                    |  | Corporate Governance
     What are the Board of Directors committees?
     What functions do they serve?  Compensation
    Committee Interlocks and Insider Participation |  |                      | 18    | 
|        
|         |  |                                                                    |  | Report of Compensation Committee                                                                                                                                              |  |                      | 22-23 | 
|        
|Item 12. |  | Security Ownership of Certain Beneficial
    Owners and Management |  | Security Ownership of Certain Beneficial
    Owners                                                                                                                           |  |                      | 8-10  | 
|        
|Item 13. |  | Certain Relationships and Related
    Transactions                 |  | Certain Relationships and Related
    Transactions                                                                                                                            |  |                      | 14-15 | 
|        
|Item 14. |  | Principal Accountant Fees and
    Services                         |  | Independent Auditor                                                                                                                                                           |  |                      | 19-20 | 

15



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##### Table of Contents






PART IV






|         |                                                                     
|-------- | --------------------------------------------------------------------
|Item 15. | Exhibits, Financial Statement Schedule, and
    Reports on Form 8-K.

(a) The following documents are filed as a
part of this report:



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The financial statements listed in response to
    Item 8 of this report have been incorporated herein by
    reference to pages 14 through 35 of our 2004 Annual Report
    to Stockholders.                                                                                                                                                                                                                                                                                                                                                      
|
| | (2) | Financial Statement Schedule:
    Schedule II  Valuation and Qualifying Accounts
    and Report of Independent Registered Public Accounting Firm
    thereon. The financial statement schedule should be read in
    conjunction with the consolidated financial statements in our
    2004 Annual Report to Stockholders. Financial statement
    schedules not included in this report have been omitted because
    they are not applicable or the required information is shown in
    the consolidated financial statements or notes thereto.
|
| | (3) | Exhibits: A list of the exhibits required to be
    filed as part of this report is set forth in the Index to
    Exhibits, which immediately precedes such exhibits, and is
    incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                 

(b) Reports on Form 8-K.

During the fourth quarter of fiscal 2004, we
filed a Form 8-K on



| |   |                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------
| |  | April 21, 2004 to report the issuance of the
    press release announcing our financial results for the third
    quarter of fiscal 2004;
|
| |  | May 7, 2004 to report the issuance of the
    press release announcing the declaration of a quarterly
    dividend; and                  
|
| |  | June 3, 2004 to report the issuance of the
    press release announcing our agreement to acquire Superior
    Merchandise Company.       

During July and August 2004 we filed a
Form 8-K on



| |   |                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | July 1, 2004 to report the issuance of the
    press release announcing the completion of the previously
    announced acquisition of Superior Merchandise Company;                                                 
|
| |  | August 16, 2004 to report the issuance of
    the press release announcing our financial results for the
    fourth quarter and fiscal year ended June 30, 2004 and the
    declaration of a quarterly dividend; and
|
| |  | August 31, 2004 to report our entry into the
    third amendment to our credit facility.                                                                                                                            

16



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section l3 or
l5(d) of the Securities Exchange Act of l934, the registrant has
duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



| |                                            
| | -------------------------------------------
| | TANDY BRANDS ACCESSORIES, INC. (REGISTRANT)
|
| | /s/ J.S.B. JENKINS                         
| |                                            
| | J.S.B. Jenkins                             
| | President and Chief Executive
    Officer  

Date: September 23, 2004

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|                                               |  |                                                                                   |  |                   
|---------------------------------------------- |  | --------------------------------------------------------------------------------- |  | ------------------
|Name                                           |  | Position                                                                          |  | Date              
|                                               |  |                                                                                   |  |                   
|                                              
|/s/ DR. JAMES F. GAERTNERDr. James F. Gaertner |  | Director and Chairman of the Board                                                |  | September 23, 2004
|                                              
|/s/ J.S.B. JENKINSJ.S.B. Jenkins               |  | Director, President and Chief Executive Officer
    (principal executive officer) |  | September 23, 2004
|                                              
|/s/ C.A. RUNDELL, JR.C.A. Rundell, Jr.         |  | Director                                                                          |  | September 23, 2004
|                                              
|/s/ ROGER R. HEMMINGHAUSRoger R. Hemminghaus   |  | Director                                                                          |  | September 23, 2004
|                                              
|/s/ GENE STALLINGSGene Stallings               |  | Director                                                                          |  | September 23, 2004
|                                              
|/s/ COLOMBE M. NICHOLASColombe M. Nicholas     |  | Director                                                                          |  | September 23, 2004
|                                              
|/s/ GEORGE C. LAKEGeorge C. Lake               |  | Director                                                                          |  | September 23, 2004
|                                              
|/s/ MARK J. FLAHERTYMark J. Flaherty           |  | Chief Financial Officer (principal financial and
    accounting officer)          |  | September 23, 2004

17



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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM ON

FINANCIAL STATEMENT SCHEDULE


To the Board of Directors of

Tandy Brands Accessories, Inc.


We have audited the consolidated financial
statements of Tandy Brands Accessories, Inc. and subsidiaries as
of June 30, 2004 and 2003, and for each of the three years
in the period ended June 30, 2004, and have issued our
report thereon dated July 30, 2004, except for
footnote 16 to the consolidated financial statements, as to
which the date is August 26, 2004, incorporated by
reference in this Annual Report on Form 10-K. Our audits
also included the financial statement schedule listed in
Item 15(a) of this Annual Report on Form 10-K. The
schedule is the responsibility of the Companys management.
Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule
referred to above, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.



| |                      
| | ---------------------
| | /s/ ERNST & YOUNG LLP

Fort Worth, Texas

July 30, 2004


18



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##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND
SUBSIDIARIES

SCHEDULE II  VALUATION AND
QUALIFYING ACCOUNTS


For the Year Ended June 30,


|                                            |  |            |           |                  |  |                  |           |               |  |        |     |  |  |   |           |  |  |   |           | 
|------------------------------------------- |  | ---------- | --------- | ---------------- |  | ---------------- | --------- | ------------- |  | ------ | --- |  |  | - | --------- |  |  | - | --------- | 
|                                            |  |            |           |                  |  |                  |           |              
|                                            |  |            |           | Additions        |  |                  |           |              
|                                            |  | Balance at |           |                  |  |                  |           | Balance at   
|                                            |  | Beginning  |           | Charged to Costs |  | Charged to Other |           |               |  | End of
|Description                                 |  | of Period  |           | and Expenses     |  | Accounts         |           | Deductions(1) |  | Period
|                                            |  |            |           |                  |  |                  |           |               |  |       
|2004                                        |  |            |           |                  |  |                  |           |               |  |        |     |  |  |   |           |  |  |   |           | 
|Allowance for Doubtful Accounts And Returns |  | $          | 1,745,000 |                  |  | $                | 3,902,000 |               |  | $      | -0- |  |  | $ | 4,505,000 |  |  | $ | 1,142,000 | 
|                                           
|2003                                        |  |            |           |                  |  |                  |           |               |  |        |     |  |  |   |           |  |  |   |           | 
|Allowance for Doubtful Accounts And Returns |  | $          | 1,707,000 |                  |  | $                | 5,530,000 |               |  | $      | -0- |  |  | $ | 5,492,000 |  |  | $ | 1,745,000 | 
|                                           
|2002                                        |  |            |           |                  |  |                  |           |               |  |        |     |  |  |   |           |  |  |   |           | 
|Allowance for Doubtful Accounts And Returns |  | $          | 1,671,000 |                  |  | $                | 4,870,000 |               |  | $      | -0- |  |  | $ | 4,834,000 |  |  | $ | 1,707,000 | 



---



|    |                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------
|(1) | Represents uncollectible accounts written off,
    net of recoveries and application of allowances to sales returns.

19



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##### Table of Contents



TANDY BRANDS ACCESSORIES, INC. AND
SUBSIDIARIES

EXHIBIT INDEX

|                                                                                  |      |                                |  |                                                                                                                                                                    |  |      |  |          |  |          |  |  |       | 
|--------------------------------------------------------------------------------- | ---- | ------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- |  | -------- |  | -------- |  |  | ----- | 
|                                                                                  |      |                                |  |                                                                                                                                                                   
|                                                                                  |      |                                |  | Incorporated by Reference                                                                                                                                         
|                                                                                  |      |                                |  | (if applicable)                                                                                                                                                   
|                                                                                  |      |                                |  |                                                                                                                                                                   
|                                                                                  |      | Exhibit Number and Description |  | Form                                                                                                                                                               |  | Date |  | File No. |  | Exhibit 
|                                                                                  |      |                                |  |                                                                                                                                                                    |  |      |  |          |  |         
|(3) Articles of Incorporation and By-laws                                         |      |                                |  |                                                                                                                                                                    |  |      |  |          |  |         
|                                                                                  | 3.1  |                                |  | Certificate of Incorporation of Tandy Brands
    Accessories, Inc.                                                                                                 |  | S-1  |  | 11/02/90 |  | 33-37588 |  |  | 3.1   | 
|                                                                                  | 3.2  |                                |  | Restated Bylaws of Tandy Brands Accessories,
    Inc.**                                                                                                            |  | N/A  |  | N/A      |  | N/A      |  |  | N/A   | 
|(4) Instruments defining the rights of
    security holders, including indentures |      |                                |  |                                                                                                                                                                    |  |      |  |          |  |         
|                                                                                  | 4.1  |                                |  | Certificate of Designations, Powers, Preferences,
    and Rights of Series A Junior Participating Cumulative
    Preferred Stock of Tandy Brands Accessories, Inc. |  | S-1  |  | 12/17/90 |  | 33-37588 |  |  | 4.1   | 
|                                                                                  | 4.2  |                                |  | Form of Common Stock Certificate of Tandy Brands
    Accessories, Inc.                                                                                             |  | S-1  |  | 12/17/90 |  | 33-37588 |  |  | 4.2   | 
|                                                                                  | 4.3  |                                |  | Form of Preferred Share Purchase Rights
    Certificate of Tandy Brands Accessories, Inc.                                                                          |  | S-1  |  | 12/17/90 |  | 33-37588 |  |  | 4.3   | 
|                                                                                  | 4.4  |                                |  | Form of Rights Certificate of Tandy Brands
    Accessories, Inc.                                                                                                   |  | 8-K  |  | 11/02/99 |  | 0-18927  |  |  | 4     | 
|                                                                                  | 4.5  |                                |  | Amended and Restated Rights Agreement, dated
    October 19, 1999, between Tandy Brands Accessories, Inc.
    and Bank Boston, N.A                                 |  | 8-K  |  | 11/02/99 |  | 0-18927  |  |  | 4     | 
|                                                                                  | 4.6  |                                |  | Amendment to Rights Agreement, dated
    October 19, 1999, between Tandy Brands Accessories, Inc.
    and Fleet National Bank (f.k.a. Bank Boston, N.A.)           |  | 10-Q |  | 05/10/02 |  | 0-18927  |  |  | 4.7   | 
|(10) Material Contracts                                                           |      |                                |  |                                                                                                                                                                    |  |      |  |          |  |         
|                                                                                  | 10.1 |                                |  | Tandy Brands Accessories, Inc. 1991 Stock Option
    Plan*                                                                                                         |  | S-1  |  | 11/02/90 |  | 33-37588 |  |  | 10.8  | 
|                                                                                  | 10.2 |                                |  | Form of Stock Option Agreement  1991
    Stock Option Plan*                                                                                                       |  | S-1  |  | 11/02/90 |  | 33-37588 |  |  | 10.9  | 
|                                                                                  | 10.3 |                                |  | Tandy Brands Accessories, Inc. Benefit
    Restoration Plan and related Trust Agreement and Amendments Nos.
    1 and 2 thereto*                                   |  | 10-K |  | 09/25/97 |  | 0-18927  |  |  | 10.14 | 
|                                                                                  | 10.4 |                                |  | Form of Indemnification Agreement between Tandy
    Brands Accessories, Inc. and each of its Directors                                                             |  | S-1  |  | 12/17/90 |  | 33-37588 |  |  | 10.16 | 
|                                                                                  | 10.5 |                                |  | Form of Indemnification Agreement between Tandy
    Brands Accessories, Inc. and each of its Officers                                                              |  | S-1  |  | 12/17/90 |  | 33-37588 |  |  | 10.17 | 
|                                                                                  | 10.6 |                                |  | Tandy Brands Accessories, Inc. Non-Qualified
    Formula Stock Option Plan for Non-Employee Directors*                                                             |  | S-8  |  | 02/10/94 |  | 33-75114 |  |  | 28.1  | 
|                                                                                  | 10.7 |                                |  | Tandy Brands Accessories, Inc. 1993 Employee
    Stock Option Plan and form of Stock Option Agreement thereunder*                                                  |  | S-8  |  | 02/10/94 |  | 33-75114 |  |  | 28.2  | 
|                                                                                  | 10.8 |                                |  | Tandy Brands Accessories, Inc. Non-Qualified
    Stock Option Plan for Non-Employee Directors*                                                                     |  | S-8  |  | 02/10/94 |  | 33-75114 |  |  | 28.3  | 
|                                                                                  | 10.9 |                                |  | Tandy Brands Accessories, Inc. 1995 Stock
    Deferral Plan for Non-Employee Directors*                                                                            |  | S-8  |  | 06/03/96 |  | 33-08579 |  |  | 99.1  | 

20



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##### Table of Contents



| |      |                                |  |                                                                                                                                                                                                                                                                              |  |      |  |          |  |           |  |  |       | 
| | ---- | ------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  | -------- |  | --------- |  |  | ----- | 
| |      |                                |  |                                                                                                                                                                                                                                                                             
| |      |                                |  | Incorporated by Reference                                                                                                                                                                                                                                                   
| |      |                                |  | (if applicable)                                                                                                                                                                                                                                                             
| |      |                                |  |                                                                                                                                                                                                                                                                             
| |      | Exhibit Number and Description |  | Form                                                                                                                                                                                                                                                                         |  | Date |  | File No. |  | Exhibit  
| |      |                                |  |                                                                                                                                                                                                                                                                              |  |      |  |          |  |          
| | 10.1 | 0                              |  | Tandy Brands Accessories, Inc. 1997 Employee
    Stock Option Plan*                                                                                                                                                                                                          |  | S-8  |  | 12/12/97 |  | 333-42211 |  |  | 99.1  | 
| | 10.1 | 1                              |  | Tandy Brands Accessories, Inc. Employees
    Investment Plan, as Amended and Restated effective July 1,
    2000*                                                                                                                                                            |  | 10-K |  | 09/26/00 |  | 0-18927   |  |  | 10.39 | 
| | 10.1 | 2                              |  | Credit Agreement, dated as of June 27, 2001,
    among Tandy Brands Accessories, Inc. as the Borrower, Wells
    Fargo HSBC Trade Bank, N.A. as Administrative Agent and as
    Lender, certain Financial Institutions as Lenders and Wells
    Fargo Bank, N.A. as Arranger |  | 10-K |  | 09/25/01 |  | 0-18927   |  |  | 10.34 | 
| | 10.1 | 3                              |  | ISDA Master Agreement, dated as of June 27,
    2001, between Tandy Brands Accessories, Inc. and Wells Fargo
    Bank, N.A                                                                                                                                                   |  | 10-K |  | 09/25/01 |  | 0-18927   |  |  | 10.35 | 
| | 10.1 | 4                              |  | Tandy Brands Accessories, Inc. Stock Purchase
    Program (as amended and restated effective October 18,
    1991)*                                                                                                                                                          |  | S-8  |  | 03/27/92 |  | 33-46814  |  |  | 28.1  | 
| | 10.1 | 5                              |  | Limited Consent and Waiver, dated
    November 5, 2001, between Tandy Brands Accessories, Inc.
    and Wells Fargo HSBC Trade Bank, N.A. as Administrative Agent
    under the Agreement                                                                                     |  | 10-Q |  | 11/13/01 |  | 0-18927   |  |  | 10.37 | 
| | 10.1 | 6                              |  | Amendment No. 2 to the Tandy Brands
    Accessories, Inc. 1997 Employee Stock Option Plan*                                                                                                                                                                                   |  | 10-Q |  | 5/10/02  |  | 0-18927   |  |  | 10.38 | 
| | 10.1 | 7                              |  | Amendment No. 4 to the Tandy Brands
    Accessories, Inc. Nonqualified Formula Stock Option Plan For
    Non-Employee Directors*                                                                                                                                             |  | 10-Q |  | 5/10/02  |  | 0-18927   |  |  | 10.39 | 
| | 10.1 | 8                              |  | Nonqualified Stock Option Agreement for
    Non-Employee Directors, dated October 16, 2001, by and
    between Tandy Brands Accessories, Inc. and Dr. James F.
    Gaertner*                                                                                                 |  | S-8  |  | 5/15/02  |  | 33-88276  |  |  | 10.2  | 
| | 10.1 | 9                              |  | Nonqualified Stock Option Agreement for
    Non-Employee Directors, dated October 16, 2001, by and
    between Tandy Brands Accessories, Inc. and Marvin J. Girouard*                                                                                                        |  | S-8  |  | 5/15/02  |  | 33-88276  |  |  | 10.3  | 
| | 10.2 | 0                              |  | Nonqualified Stock Option Agreement for
    Non-Employee Directors, dated October 16, 2001, by and
    between Tandy Brands Accessories, Inc. and Gene Stallings*                                                                                                            |  | S-8  |  | 5/15/02  |  | 33-88276  |  |  | 10.4  | 
| | 10.2 | 1                              |  | Nonqualified Stock Option Agreement for
    Non-Employee Directors, dated October 16, 2001, by and
    between Tandy Brands Accessories, Inc. and Roger R. Hemminghaus*                                                                                                      |  | S-8  |  | 5/15/02  |  | 33-88276  |  |  | 10.5  | 
| | 10.2 | 2                              |  | Nonqualified Stock Option Agreement for
    Non-Employee Directors, dated October 16, 2001, by and
    between Tandy Brands Accessories, Inc. and Colombe M. Nicholas*                                                                                                       |  | S-8  |  | 5/15/02  |  | 33-88276  |  |  | 10.6  | 
| | 10.2 | 3                              |  | First Amendment to Credit Agreement, dated
    June 28, 2002, between Tandy Brands Accessories, Inc. and
    Wells Fargo HSBC Trade Bank, N.A                                                                                                                                |  | 10-K |  | 9/27/02  |  | 0-18927   |  |  | 10.23 | 

21



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##### Table of Contents



| |      |                                |  |                                                                                                                                                                                                                                                              |  |      |  |          |  |         |  |  |       | 
| | ---- | ------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---- |  | -------- |  | ------- |  |  | ----- | 
| |      |                                |  |                                                                                                                                                                                                                                                             
| |      |                                |  | Incorporated by Reference                                                                                                                                                                                                                                   
| |      |                                |  | (if applicable)                                                                                                                                                                                                                                             
| |      |                                |  |                                                                                                                                                                                                                                                             
| |      | Exhibit Number and Description |  | Form                                                                                                                                                                                                                                                         |  | Date |  | File No. |  | Exhibit
| |      |                                |  |                                                                                                                                                                                                                                                              |  |      |  |          |  |        
| | 10.2 | 4                              |  | Tandy Brands Accessories, Inc. 2002 Omnibus Plan*                                                                                                                                                                                                            |  | 10-Q |  | 11/12/02 |  | 0-18927 |  |  | 10.24 | 
| | 10.2 | 5                              |  | Tandy Brands Accessories, Inc. Supplemental
    Executive Retirement Plan*                                                                                                                                                                                   |  | 10-Q |  | 2/12/03  |  | 0-18927 |  |  | 10.25 | 
| | 10.2 | 6                              |  | Amendment No. 1 to the Tandy Brands
    Accessories, Inc. Stock Purchase Program*                                                                                                                                                                            |  | 10-Q |  | 5/12/03  |  | 0-18927 |  |  | 10.27 | 
| | 10.2 | 7                              |  | Mid-Market Trust Agreement, dated August 19,
    2001, between Tandy Brands Accessories, Inc. and State Street
    Bank and Trust Company relating to the Tandy Brands Accessories,
    Inc. Employees Investment Plan*                                      |  | 10-K |  | 9/23/03  |  | 0-18927 |  |  | 10.28 | 
| | 10.2 | 8                              |  | Second Amendment to Credit Agreement, dated
    June 26, 2003, between Tandy Brands Accessories, Inc. and
    Wells Fargo HSBC Trade Bank, N.A                                                                                                               |  | 10-K |  | 9/23/03  |  | 0-18927 |  |  | 10.29 | 
| | 10.2 | 9                              |  | Amendment No. 1 to the Tandy Brands
    Accessories, Inc. Supplemental Executive Retirement Plan,
    effective January 1, 2003*                                                                                                                             |  | 10-K |  | 9/23/03  |  | 0-18927 |  |  | 10.30 | 
| | 10.3 | 0                              |  | Amendments Nos. 1-3 to the Tandy Brands
    Accessories, Inc. Employees Investment Plan, as Amended and
    Restated on July 1, 2000*                                                                                                                        |  | 10-K |  | 9/23/03  |  | 0-18927 |  |  | 10.31 | 
| | 10.3 | 1                              |  | Amendment No. 3 to the Tandy Brands
    Accessories, Inc. Benefit Restoration Plan, effective as of
    July 1, 2003*                                                                                                                                        |  | 10-K |  | 9/23/03  |  | 0-18927 |  |  | 10.32 | 
| | 10.3 | 2                              |  | Form of Severance Agreement between Tandy Brands
    Accessories, Inc. and each of J.S.B. Jenkins, Stanley T.
    Ninemire and Mark J. Flaherty*                                                                                                             |  | 10-K |  | 9/23/03  |  | 0-18927 |  |  | 10.33 | 
| | 10.3 | 3                              |  | Succession Agreement, dated July 1, 2001
    between Tandy Brands Accessories, Inc. and Chase Texas, N.A.
    (the Former Trustee) and Comerica Bank  Texas (the
    Trustee), relating to the Tandy Brands Accessories, Inc. Benefit
    Restoration Plan* |  | 10-K |  | 9/23/03  |  | 0-18927 |  |  | 10.34 | 
| | 10.3 | 4                              |  | Succession Agreement, dated June 20, 2002,
    between Tandy Brands Accessories, Inc. and Comerica
    Bank  Texas, (the Trustee) relating to the Tandy
    Brands Accessories, Inc. Employees Investment Plan*                                             |  | 10-K |  | 9/23/03  |  | 0-18927 |  |  | 10.35 | 
| | 10.3 | 5                              |  | Office Lease Agreement, dated January 31,
    2004, between Koll Bren Fund VI, LP and Tandy Brands
    Accessories, Inc. relating to the corporate office                                                                                                    |  | 10-Q |  | 2/12/04  |  | 0-18927 |  |  | 10.36 | 
| | 10.3 | 6                              |  | Amendment No. 2 to the Tandy Brands
    Accessories, Inc. Stock Purchase Program effective May 23,
    1998*                                                                                                                                                 |  | 10-Q |  | 2/12/04  |  | 0-18927 |  |  | 10.37 | 
| | 10.3 | 7                              |  | Amendment No. 4 to the Tandy Brands
    Accessories, Inc. Employees Investment Plan dated
    December 22, 2003*                                                                                                                                             |  | 10-Q |  | 2/12/04  |  | 0-18927 |  |  | 10.38 | 
| | 10.3 | 8                              |  | Third Amendment to Credit Agreement, dated
    August 26, 2004, among Tandy Brands Accessories, Inc.,Wells
    Fargo Bank, N.A., Comerica Bank, JPMorgan Chase Bank and Bank of
    America, N.A.**                                                          |  | N/A  |  | N/A      |  | N/A     |  |  | N/A   | 

22



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##### Table of Contents



|                                                                                              |      |                                |  |                                                                                                                                                |  |      |  |          |  |         |  |  |     | 
|--------------------------------------------------------------------------------------------- | ---- | ------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  | -------- |  | ------- |  |  | --- | 
|                                                                                              |      |                                |  |                                                                                                                                               
|                                                                                              |      |                                |  | Incorporated by Reference                                                                                                                     
|                                                                                              |      |                                |  | (if applicable)                                                                                                                               
|                                                                                              |      |                                |  |                                                                                                                                               
|                                                                                              |      | Exhibit Number and Description |  | Form                                                                                                                                           |  | Date |  | File No. |  | Exhibit
|                                                                                              |      |                                |  |                                                                                                                                                |  |      |  |          |  |        
|                                                                                              | 10.3 | 9                              |  | Form of Non-Employee Director Nonqualified Stock
    Option Agreement pursuant to the Tandy Brands Accessories, Inc.
    2002 Omnibus Plan* ** |  | N/A  |  | N/A      |  | N/A     |  |  | N/A | 
|                                                                                              | 10.4 | 0                              |  | Form of Employee Nonqualified Stock Option
    Agreement pursuant to the Tandy Brands Accessories, Inc. 2002
    Omnibus Plan* **              |  | N/A  |  | N/A      |  | N/A     |  |  | N/A | 
|                                                                                              | 10.4 | 1                              |  | Form of Non-Employee Director Restricted Stock
    Award Agreement pursuant to the Tandy Brands Accessories, Inc.
    2002 Omnibus Plan* **    |  | N/A  |  | N/A      |  | N/A     |  |  | N/A | 
|                                                                                              | 10.4 | 2                              |  | Form of Employee Restricted Stock Award Agreement
    pursuant to the Tandy Brands Accessories, Inc. 2002 Omnibus
    Plan* **                 |  | N/A  |  | N/A      |  | N/A     |  |  | N/A | 
|(13) Annual Report to security holders,
    Form 10-Q or quarterly report to security holders |      |                                |  |                                                                                                                                                |  |      |  |          |  |        
|                                                                                              | 13.1 |                                |  | 2004 Annual Report to Stockholders of Tandy
    Brands Accessories, Inc.**                                                                     |  | N/A  |  | N/A      |  | N/A     |  |  | N/A | 
|(21) Subsidiaries of the registrant                                                           |      |                                |  |                                                                                                                                                |  |      |  |          |  |        
|                                                                                              | 21.1 |                                |  | List of subsidiaries**                                                                                                                         |  | N/A  |  | N/A      |  | N/A     |  |  | N/A | 
|(23) Consents of experts and counsel                                                          |      |                                |  |                                                                                                                                                |  |      |  |          |  |        
|                                                                                              | 23.1 |                                |  | Consent of Ernst & Young LLP**                                                                                                                 |  | N/A  |  | N/A      |  | N/A     |  |  | N/A | 
|(31) Rule 13a-14(a)/15d-14(a)
    Certifications                                              |      |                                |  |                                                                                                                                                |  |      |  |          |  |        
|                                                                                              | 31.1 |                                |  | Certification Pursuant to
    Rule 13a-14(a)/15d-14(a) (Chief Executive Officer)**                                                             |  | N/A  |  | N/A      |  | N/A     |  |  | N/A | 
|                                                                                              | 31.2 |                                |  | Certification Pursuant to
    Rule 13a-14(a)/15d-14(a) (Chief Financial Officer)**                                                             |  | N/A  |  | N/A      |  | N/A     |  |  | N/A | 
|(32) Section 1350 Certifications                                                              |      |                                |  |                                                                                                                                                |  |      |  |          |  |        
|                                                                                              | 32.1 |                                |  | Section 1350 Certification (Chief Executive
    Officer and Chief Financial Officer)**                                                         |  | N/A  |  | N/A      |  | N/A     |  |  | N/A | 



---



|  |                                         
|- | ----------------------------------------
|* | Management contract or compensatory plan



|   |               
|-- | --------------
|** | Filed herewith

23