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                                                                   EXHIBIT 10.38


                                  June 21, 2000


Tandy Brands Accessories, Inc.
690 East Lamar Blvd.
Arlington, Texas 76011

Ladies and Gentlemen:

     This First Amendment to the Revolving Credit Agreement (the "Amendment")
will serve to set forth the amended terms of the financing transaction by and
between TANDY BRANDS ACCESSORIES, INC. ("Borrower"), and WELLS FARGO HSBC TRADE
BANK, N.A. ("Lender").

     WHEREAS, Borrower and Lender have entered into that certain Revolving
Credit Agreement, dated April 30, 1999, (the "Original Agreement" and as amended
hereby, the "Credit Agreement"); and

     WHEREAS, the Borrower has requested that the Lender extend the maturity
date under the Original Agreement, and the Lender is willing to do so subject to
the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

     1.   DEFINITIONS. All capitalized terms used but not otherwise defined in
          this Amendment shall have the meaning ascribed to them in the Original
          Agreement. Unless otherwise specified, all section references herein
          refer to sections of the Original Agreement.

     2.   AMENDMENTS. The Original Agreement is hereby amended as follows:

          2.1 AMENDMENT TO SECTION 1.1. The definitions specified below are
          amended as follows:

               a.   The definition of "Fixed Charges" is amended to read as
               follows:

               "Fixed Charges" means, for any period for Borrower and its
               Subsidiaries, the sum of (a) Cash Interest Expense, (b) scheduled
               principal payments of Indebtedness for borrowed money, (c)
               Capital Expenditures excluding Acquisition Capital Expenditures,
               (d) cash Dividends, and (e) cash tax expenses.

               b.   The definition of "NationsBank Credit Agreement" is amended
               to read as follows:


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               "Bank of America Credit Agreement" means the Revolving Credit and
               Term Loan agreement dated November 17, 1998 between Borrower and
               Bank of America, N.A., as may be amended from time to time.

               All references in the Credit Agreement to the Nations Bank Credit
               Agreement shall mean the Bank of America Credit Agreement.

                      c. The definition of "Termination Date" is amended to read
               as follows:

               "Termination Date" means the earliest of (a) May 14, 2002, (b)
               the date that Lender's commitment to fund Advances hereunder is
               terminated pursuant to Section 8.2, or (c) the date that Lender's
               commitment to fund Advances hereunder is reduced to zero pursuant
               to Section 2.1.

          2.2  Addition of Section 7.14. New Section 7.14 is added to the Credit
               Agreement as follows:

               7.14 Purchase of Treasury Stock. Borrower shall not purchase its
               own shares for a purchase price in excess of $8,000,000 in the
               aggregate.

     3.   CONDITIONS PRECEDENT. As a condition precedent to the effectiveness of
          this Amendment, Borrower agrees to provide the following documents to
          Lender:

          (a)  Each of the Guarantors shall execute and deliver to Lender a
               confirmation of guarantee in form and substance satisfactory to
               Lender confirming each Guarantor's guarantee of Borrower's
               indebtedness under the Credit Agreement;

          (b)  Borrower agrees that it shall execute and deliver to Lender an
               Amended and Restated Revolving Credit Note;

          (c)  Tandy Brands Accessories Handbags Inc. shall execute and deliver
               to Lender a Guaranty Agreement in form and substance satisfactory
               to Lender.

     4.   RATIFICATIONS, REPRESENTATIONS AND WARRANTIES. The terms and
          provisions set forth in this Amendment shall modify and supersede all
          inconsistent terms and provisions set forth in the Original Agreement
          and, except as expressly modified and superseded by this Amendment,
          the terms and provisions of the Original Agreement are ratified and
          confirmed and shall continue in full force and effect. The Borrower
          and Lender agree that the Original Agreement, as amended hereby, shall
          continue to be legal, valid, binding and enforceable in accordance
          with their respective terms. The Borrower represents and warrants that
          as of the date hereof, there is no Event of Default or Potential
          Default under the Credit Agreement.

     5.   BENEFITS. This Amendment shall be binding upon and inure to the
          benefit of Lender and Borrower, and their respective successors and
          assigns; provided, however, that Borrower may not, without the prior
          written consent of Lender, assign


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          any rights, powers, duties or obligations under this Amendment, the
          Original Agreement or any of the other Loan Documents.

     6.   CONSTRUCTION. This Amendment has been executed and delivered in the
          State of Texas, shall be governed by and construed in accordance with
          the laws of the State of Texas, and shall be performable by the
          parties hereto in Dallas County, Texas.

     7.   INVALID PROVISIONS. If any provision of this Amendment is held to be
          illegal, invalid or unenforceable under present or future laws, such
          provision shall be fully severable and the remaining provisions of
          this Amendment shall remain in full force and effect and shall not be
          affected by the illegal, invalid or unenforceable provision or by its
          severance.

     8.   ENTIRE AGREEMENT. The Original Agreement, as amended by this
          Amendment, contains the entire agreement among the parties regarding
          the subject matter hereof and supersedes all prior written and oral
          agreements and understandings among the parties hereto regarding same.

     9.   REFERENCE TO ORIGINAL AGREEMENT. The Original Agreement and any and
          all other agreements, documents or instruments now or hereafter
          executed and delivered pursuant to the terms hereof or pursuant to the
          terms of the Original Agreement, as amended hereby, are hereby amended
          so that any reference in the Original Agreement to the Original
          Agreement shall mean a reference to the Original Agreement as amended
          hereby.

     10.  COUNTERPARTS. This Amendment may be separately executed in any number
          of counterparts, each of which shall be an original, but all of which,
          taken together, shall be deemed to constitute one and the same
          agreement.

     If the foregoing correctly sets forth our mutual agreement, please so
acknowledge by signing and returning this Amendment to the undersigned.

                                              Very truly yours,

                                              WELLS FARGO HSBC TRADE BANK, N.A.


                                              By: /s/ PETER LOEFFLER
                                                 -------------------------------
                                              Name: PETER LOEFFLER
                                                   -----------------------------
                                              Title: VICE PRESIDENT
                                                    ----------------------------

                                              Lender's Address:

                                              1445 Ross Avenue
                                              Dallas, Texas 75202


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ACCEPTED as of the date
first written above.

BORROWER:


TANDY BRANDS ACCESSORIES, INC.


By: /s/ [ILLEGIBLE]
   ------------------------------
Name: [ILLEGIBLE]
     ----------------------------
Title: SVP, CFO
      ---------------------------


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