FORM 10-Q/A
                                 AMENDMENT NO. 1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
(Mark  One)

[X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
     SECURITIES  EXCHANGE  ACT  OF  1934

For  the  quarterly  period  ended  March  31,  2004

or

[  ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE
     SECURITIES  EXCHANGE  ACT  OF  1934

For  the  transition  period  from      to

Commission  File  Number  1-12368

                            THE LEATHER FACTORY, INC.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                         75-2543540
 (State  or  other  jurisdiction  of                      (I.R.S.   Employer
 Incorporation  or  organization)                       Identification  Number)

                3847 EAST LOOP 820 SOUTH, FT. WORTH, TEXAS  76119
               (Address of principal executive offices) (Zip code)

                                 (817) 496-4414
              (Registrant's telephone number, including area code)

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  by  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during  the  preceding  12  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   X    No

     Indicate  by  check  mark  whether  the registrant is an accelerated filer.

                               Yes        No  x

     Indicate  the  number of shares outstanding of each of the issuer's classes
of  common  stock,  as  of  the  latest  practicable  date.

        Class                                              Shares outstanding as
                                                            of  May  10,  2004
Common  Stock,  par  value  $.0024  per share                     10,555,661

<PAGE>

                            THE LEATHER FACTORY, INC.

                                    FORM 10-Q/A

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004


                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
<S>                                                                                 <C>
                                                                                    PAGE NO.
                                                                                    --------

PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements

    Consolidated Balance Sheets
     March 31, 2004 and December 31, 2003                                                  3

    Consolidated Statements of Income
     Three months ended March 31, 2004 and 2003                                            4

    Consolidated Statements of Cash Flows
     Three months ended March 31, 2004 and 2003                                            5

    Consolidated Statements of Stockholders' Equity
     Three months ended March 31, 2004 and 2003                                            6

    Notes to Consolidated Financial Statements                                             7

  Item 2.  Management's Discussion and Analysis of Financial
     Condition and Results of Operations                                                  10

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk                     15

  Item 4.  Controls and Procedures                                                        15

PART II.  OTHER INFORMATION

  Item 5.  Changes in Securities                                                          16

  Item 6.  Exhibits and Reports on Form 8-K                                               17


SIGNATURES                                                                                17

</TABLE>
<PAGE>

                            THE LEATHER FACTORY, INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                   March 31,     December 31,
                                                                                      2004           2003
<S>                                                                               <C>           <C>
                                                                                  (unaudited)
                                       ASSETS
CURRENT ASSETS:
  Cash                                                                            $ 1,678,607   $   1,728,344
  Accounts receivable-trade, net of allowance for doubtful accounts
      of $63,000 and $31,000 in 2004 and 2003, respectively                         3,055,545       1,828,738
  Inventory                                                                        11,392,312      11,079,893
  Prepaid income taxes                                                                      -         206,023
  Deferred income taxes                                                               161,674         134,312
  Other current assets                                                              1,054,036         702,236
                                                                                  ------------  --------------
    Total current assets                                                           17,342,174      15,679,546
                                                                                  ------------  --------------

PROPERTY AND EQUIPMENT, at cost                                                     5,689,106       5,574,992
  Less-accumulated depreciation and amortization                                   (3,784,460)     (3,669,099)
                                                                                  ------------  --------------
    Property and equipment, net                                                     1,904,646       1,905,893
                                                                                  ------------  --------------

GOODWILL, net of accumulated amortization of $757,000 and
  $758,000 in 2004 and 2003, respectively                                             731,094         704,235
OTHER INTANGIBLES, net of accumulated amortization of
  $178,000 and $164,000, in 2004 and 2003, respectively                               439,493         432,549
OTHER assets                                                                          322,107         336,183
                                                                                  ------------  --------------
                                                                                  $20,739,514   $  19,058,406
                                                                                  ============  ==============

                     LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                                                $ 2,355,092   $   1,545,079
  Accrued expenses and other liabilities                                            1,113,237       1,000,427
  Income taxes payable                                                                229,631               -
  Notes payable and current maturities of long-term debt                                    -           1,134
                                                                                  ------------  --------------
    Total current liabilities                                                       3,697,960       2,546,640
                                                                                  ------------  --------------

DEFERRED INCOME TAXES                                                                 216,877         209,289

NOTES PAYABLE AND LONG-TERM DEBT, net of current maturities                         1,267,984       1,792,984

COMMITMENTS AND CONTINGENCIES                                                               -               -

STOCKHOLDERS' EQUITY:
  Preferred stock, $0.10 par value; 20,000,000 shares authorized,
      none issued or outstanding                                                            -               -
  Common stock, $0.0024 par value; 25,000,000 shares authorized, 10,525,661 and
      10,487,961 shares issued and outstanding at 2004 and 2003, respectively          25,261          25,171
  Paid-in capital                                                                   4,755,208       4,673,158
  Retained earnings                                                                10,775,685       9,804,719
  Less: Notes receivable - secured by common stock                                    (15,000)        (20,000)
  Accumulated other comprehensive income                                               15,539          26,445
                                                                                  ------------  --------------
    Total stockholders' equity                                                     15,556,693      14,509,493
                                                                                  ------------  --------------
                                                                                  $20,739,514   $  19,058,406
                                                                                  ============  ==============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

<PAGE>

                            THE LEATHER FACTORY, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

<TABLE>
<CAPTION>
<S>                                               <C>          <C>
                                                     2004         2003
                                                  -----------  -----------
NET SALES                                         $12,180,877  $10,560,085

COST OF SALES                                       5,455,964    4,914,581
                                                  -----------  -----------
    Gross profit                                    6,724,913    5,645,504

OPERATING EXPENSES                                  5,277,778    4,529,832
                                                  -----------  -----------
INCOME FROM OPERATIONS                              1,447,135    1,115,672

OTHER EXPENSE:
  Interest expense                                     13,638       63,352
  Other, net                                            1,737      (30,818)
                                                  -----------  -----------
    Total other expense                                15,375       32,534
                                                  -----------  -----------
INCOME BEFORE INCOME TAXES                          1,431,760    1,083,138

PROVISION FOR INCOME TAXES                            460,794      308,620
                                                  -----------  -----------
NET INCOME                                        $   970,966  $   774,518
                                                  ===========  ===========

  NET INCOME PER COMMON SHARE - BASIC             $      0.09  $      0.08
                                                  ===========  ===========

  NET INCOME PER COMMON SHARE - DILUTED           $      0.09  $      0.07
                                                  ===========  ===========


  WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
    Basic                                          10,506,995   10,177,433
    Diluted                                        11,011,122   10,793,464
</TABLE>

   The accompanying notes are an integral part of these financial statements.
<PAGE>


                            THE LEATHER FACTORY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                             2004          2003
                                                                         -----------  ------------
<S>                                                                      <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                             $   970,966   $   774,518
  Adjustments to reconcile net income to net
   cash provided by operating activities-
     Depreciation & amortization                                             129,418       125,031
     Loss on disposal of assets                                                    -         9,371
     Deferred income taxes                                                   (19,774)       24,479
     Other                                                                    (9,766)       10,609
     Net changes in assets and liabilities:
       Accounts receivable-trade, net                                     (1,226,807)     (829,103)
       Inventory                                                            (267,966)       22,759
       Income taxes                                                          435,654       187,386
       Other current assets                                                 (351,800)     (352,038)
       Accounts payable                                                      810,013       (90,543)
       Accrued expenses and other liabilities                                112,810    (1,507,392)
                                                                         -----------  ------------
     Total adjustments                                                      (388,218)   (2,399,441)
                                                                         -----------  ------------
      Net cash provided by (used in) operating activities                    582,748    (1,624,923)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment                                         (82,115)      (93,972)
  Payments in connection with businesses acquired                           (125,452)            -
  Proceeds from sale of assets                                                     -         6,217
  Increase in other assets                                                    14,076       (17,197)
                                                                         -----------  ------------
      Net cash used in investing activities                                 (193,491)     (104,952)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase (decrease) in revolving credit loans                         (525,000)    1,597,065
  Payments on notes payable and long-term debt                                (1,134)       (1,600)
  Decrease in cash restricted for payment on revolving credit facility             -        90,186
  Payments received on notes secured by common stock                           5,000             -
  Proceeds from issuance of common stock                                      82,140        47,655
                                                                         -----------  ------------
      Net cash provided by (used in) financing activities                   (438,994)    1,733,306
                                                                         -----------  ------------
NET CHANGE IN CASH                                                           (49,737)        3,431

CASH, beginning of period                                                  1,728,344       101,557
                                                                         -----------  ------------
CASH, end of period                                                      $ 1,678,607   $   104,988
                                                                         ===========  ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Interest paid during the period                                        $    16,205   $    59,930
  Income taxes paid during the period, net of (refunds)                       44,914        41,620
</TABLE>


   The accompanying notes are an integral part of these financial statements.

<PAGE>

                            THE LEATHER FACTORY, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003

<TABLE>
<CAPTION>

<S>                                                    <C>                <C>         <C>               <C>
                                                        NUMBER OF SHARES   PAR VALUE   PAID-IN CAPITAL  RETAINED EARNINGS
                                                       -----------------  ----------  ----------------  -----------------
BALANCE, December 31, 2002                                    10,149,961  $   24,360  $      4,163,901  $       7,064,345

Payments on notes receivable-secured by common stock                   -           -                 -                  -

Shares issued - stock options exercised                           62,500         150            47,506                  -

Net Income                                                             -           -                 -            774 518

Translation adjustment                                                 -           -                 -                  -
                                                        -----------------  ----------  ----------------  ----------------
BALANCE, March 31, 2003                                       10,212,461  $   24,510  $      4,211,407   $      7,838,863
                                                        =================  ==========  ================  ================


BALANCE, December 31, 2003                                    10,487,961  $   25,171  $      4,673,158   $      9,804,719

Payments on notes receivable-secured by common stock                   -           -                 -                  -

Shares issued - stock options exercised                           37,700          90            82,050                  -

Net Income                                                             -           -                 -                  -

Translation adjustment                                                 -           -                 -                  -
                                                        -----------------  ----------  ----------------  ----------------
BALANCE, March 31, 2004                                        10,525,661  $   25,261  $      4,755,208  $     10,775,685
                                                        =================  ==========  ================  ================


<S>                                                       <C>                    <C>                   <C>         <C>
                                                             NOTES RECEIVABLE    ACCUMULATED OTHER                 COMPREHENSIVE
                                                          SECURED BY COMMON STK  CUMULATIVE INC(LOSS)    TOTAL     INCOME (LOSS)
                                                          ---------------------  --------------------  -----------  ------------
BALANCE, December 31, 2002                                $            (44,003)  $           (38,541)  $11,170,062

Payments on notes receivable-secured by common stock                         -                     -             -

Shares issued - stock options exercised                                      -                     -        47,656

Net Income                                                                   -                     -       774,518   $  774,518

Translation adjustment                                                       -                10,609        10,609       10,609
                                                          ---------------------  --------------------  -----------  ------------
BALANCE, March 31, 2003                                   $            (44,003)  $           (27,932)  $12,002,845
                                                          =====================  ====================  ===========
Comprehensive income for the three months ended March 31, 2003                                                       $   785,127
                                                                                                                     ===========

                                                             NOTES RECEIVABLE    ACCUMULATED OTHER                 COMPREHENSIVE
                                                          SECURED BY COMMON STK  CUMULATIVE INC(LOSS)    TOTAL     INCOME (LOSS)
                                                          ---------------------  --------------------  -----------  ------------
BALANCE, December 31, 2003                                $            (20,000)  $            26,445  $14,509,493

Payments on notes receivable-secured by common stock                     5,000                     -        5,000

Shares issued - stock options exercised                                      -                     -       82,140

Net Income                                                                   -                     -      970,966   $    970,966

Translation adjustment                                                       -               (10,906)     (10,906)       (10,609)
                                                          ---------------------  --------------------  -----------  ------------
BALANCE, March 31, 2004                                   $            (15,000)  $            15,539  $15,556,693
                                                          =====================  ====================  ===========
Comprehensive income for the three months ended March 31, 2004                                                      $    960,060
                                                                                                                     ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.
<PAGE>

                            THE LEATHER FACTORY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS  OF  PRESENTATION  AND  CERTAIN  SIGNIFICANT  ACCOUNTING  POLICIES

In the opinion of management, the accompanying consolidated financial statements
for  The  Leather  Factory, Inc. and its consolidated subsidiaries (TLF) contain
all  adjustments  (consisting  of  normal  recurring  adjustments)  necessary to
present  fairly  its  financial  position  as of March 31, 2004 and December 31,
2003,  and  its results of operations and cash flows for the three-month periods
ended  March  31,  2004  and 2003.  Operating results for the three-month period
ended  March  31, 2004 are not necessarily indicative of the results that may be
expected  for  the  year ending December 31, 2004.  These consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements and accompanying notes included in our Annual Report on Form 10-K for
the  year  ended  December  31,  2003.

The preparation of financial statements in accordance with accounting principles
generally  accepted  in  the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying  notes.  Actual  results  could  differ  from  those  estimates.

Recent  Accounting  Pronouncements

In  January 2003, the Financial Accounting Standards Board (FASB) issued FIN 46,
"Consolidation  of  Variable  Interest  Entities  (VIE's)," an Interpretation of
Accounting  Research Bulletin No. 51.  FIN 46 requires certain variable interest
entities  (VIEs)  to be consolidated by the primary beneficiary of the entity if
the  equity  investors  in  the  entity  do  not  have  the characteristics of a
controlling  financial interest or do not have sufficient equity at risk for the
entity  to  finance  its  activities  without  additional subordinated financial
support  from other parties.  In December 2003, the FASB issued FIN 46R (revised
December  2003) which delayed the application of FIN 46 to TLF until the interim
period ended March 31, 2004, and provides additional technical clarifications to
implementation  issues.  The  application  of this interpretation did not have a
material  impact  on  the  Company's  consolidated  financial statements for the
quarter.
Revenue  Recognition

Our sales generally occur via two methods:  (1) at the counter in our stores and
(2)  shipment  by  common  carrier.  Sales at the counter are recorded and title
passes  as  transactions  occur.  Otherwise, sales are recorded and title passes
when  the  merchandise  is  shipped to the customer.  Our shipping terms are FOB
shipping  point.

We offer an unconditional satisfaction guarantee to our customers and accept all
product  returns.  Net  sales  represent  gross  sales  less  negotiated  price
allowances,  product  returns,  and  allowances  for  defective  merchandise.

Inventory

Inventory  is  stated at the lower of cost or market and is accounted for on the
"first  in,  first  out"  method.  In  addition,  the  value  of  inventory  is
periodically reduced for slow-moving or obsolete inventory based on management's
review  of  items  on  hand  compared  to  their estimated future demand.    The
components  of  inventory  consist  of  the  following:

<TABLE>
<CAPTION>
                                                   AS OF
<S>                                     <C>               <C>
                                         MARCH 31,        DECEMBER 31,
                                            2004              2003
                                        -----------       -----------
Finished goods held for sale. . .       $10,323,322       $ 9,902,140
Raw materials and work in process         1,068,990         1,177,753
                                        -----------       -----------
                                        $11,392,312       $11,079,893
                                        ===========       ===========
</TABLE>

Goodwill  and  Other  Intangibles

Statement  of  Financial  Accounting  Standards  ("SFAS") No. 142, "Goodwill and
Other  Intangible Assets," prescribes a two-phase process for impairment testing
of  goodwill,  which is performed once annually, absent indicators of impairment
during  the  interim.  The  first phase screens for impairment, while the second
phase  (if  necessary)  measures  the  impairment.  The  Company  has elected to
perform the annual analysis during the fourth calendar quarter of each year.  As
of  December  31,  2003,  management  determined  that  the present value of the
discounted  estimated  future  cash  flows  of  the  stores  associated with the
goodwill  is  sufficient  to  support  their  respective  goodwill balances.  No
indicators  of  impairment  were  identified  during  the first quarter of 2004.

Other  intangibles  consist  of  the  following:
<TABLE>
<CAPTION>
                                AS OF MARCH 31, 2004                      AS OF DECEMBER 31, 2003
                                      ACCUMULATED                                ACCUMULATED
<S>                     <C>          <C>             <C>            <C>          <C>             <C>
                            GROSS    AMORTIZATION        NET           GROSS     AMORTIZATION       NET
                        -----------  ------------    ----------     -----------  ------------    ----------
Trademarks, Copyrights  $   544,369  $    147,393    $  396,976     $   544,369  $    138,320    $  406,049
Non-Compete Agreements       73,000        30,483        42,517          52,000        25,500        26,500
                        -----------  ------------    ----------     -----------  ------------    ----------
                        $   617,369  $    177,876    $  439,493     $   596,369  $    163,820    $  432,549
                        ===========  ============    ==========     ===========  ============    ==========
</TABLE>

The Company recorded amortization expense of $14,056 during the first quarter of
2004  compared  to $12,740 during the first quarter of 2003.  The Company has no
intangible  assets  not  subject  to  amortization under SFAS 142.  Based on the
current  amount  of  intangible  assets  subject  to amortization, the estimated
amortization  expense  for  each  of  the  succeeding  5  years  is  as follows:
<TABLE>
<CAPTION>



                                                                  ROBERTS,
<C>            <S>                      <C>                       <C>                    <C>
               LEATHER FACTORY          TANDY LEATHER             CUSHMAN                 TOTAL
               ---------------          -------------             -------                -------
2004           $         5,954          $      54,004             $     0                $59,958
2005                     5,954                 38,004                   0                 43,958
2006                     5,954                 37,337                   0                 43,291
2007                     5,954                 36,504                   0                 42,458
2008                     5,954                 33,337                   0                 39,291
</TABLE>

2.  STOCK-BASED  COMPENSATION

The  Company  accounts  for stock options granted to its directors and employees
using  the  intrinsic  value  method  prescribed  by  APB  No. 25 which requires
compensation  expense  be  recognized  for  stock options when the quoted market
price  of  the  Company's common stock on the date of grant exceeds the option's
exercise  price.  No  compensation cost has been reflected in net income for the
granting  of  director  and employee stock options as all options granted had an
exercise price equal to the quoted market price of the Company's common stock on
the  date  the  options  were  granted.

Had compensation cost for the Company's stock options been determined consistent
with  the  SFAS 123 fair value approach, the Company's net income and net income
per  common  share  for the three months ended March 31, 2004 and 2003, on a pro
forma  basis,  would  have  been  as  follows:
<TABLE>
<CAPTION>

<S>                                                                          <C>       <C>
                                                                               2004      2003
                                                                             --------  --------
Net income, as reported                                                      $970,966  $774,518

Add: Stock-based compensation expense included in reported net income               -         -
Deduct: Stock-based compensation expense determined under fair value method    27,145    20,266
                                                                             --------  --------
Net income, pro forma                                                        $943,821  $754,252
                                                                             --------  --------

Net income per share:
Basic - as reported                                                          $   0.09  $   0.08
Basic - pro forma                                                            $   0.09  $   0.07

Diluted - as reported                                                        $   0.09  $   0.07
Diluted - pro forma                                                          $   0.09  $   0.07
</TABLE>

The  fair  values  of stock options granted were estimated on the dates of grant
using the Black-Scholes option pricing model with the following weighted average
assumptions:  risk-free  interest  rate  of  3.125% and 3.00% for 2004 and 2003,
respectively; dividend yields of 0% for both periods; volatility factors of .696
for  2004  and  .725  for  2003; and an expected life of the valued options of 5
years.

3.  EARNINGS  PER  SHARE

The following table sets forth the computation of basic and diluted earnings per
share  ("EPS"):
<TABLE>
<CAPTION>
                                                                                               THREE MONTHS ENDED MARCH 31,
                                                                                                    2004          2003
                                                                                               -----------     -----------
<S>                                                                                            <C>             <C>
Net income                                                                                     $   970,966     $   774,518
                                                                                               -----------     -----------
Numerator for basic and diluted earnings per share                                                 970,966         774,518

Denominator for basic earnings per share -
  weighted-average shares                                                                       10,506,995      10,177,433

Effect of dilutive securities:
  Stock options                                                                                    462,562         442,884
  Warrants                                                                                          41,565         173,147
                                                                                               -----------     -----------
Dilutive potential common shares                                                                   504,127         616,031
                                                                                               -----------     -----------
Denominator for diluted earnings per share -
  weighted-average shares                                                                       11,011,122      10,793,464
                                                                                               ===========     ===========

  Basic earnings per share                                                                     $      0.09     $      0.08
                                                                                               ===========     ===========
  Diluted earnings per share                                                                   $      0.09     $      0.07
                                                                                               ===========     ===========
</TABLE>

The  net effect of converting stock options and warrants to purchase 825,200 and
747,200  shares  of common stock at exercise prices less than the average market
prices  has  been  included  in  the computations of diluted EPS for the quarter
ended  March  31,  2004  and  2003,  respectively.

4.  SEGMENT  INFORMATION

The  Company  identifies  its segments based on the activities of three distinct
businesses:

A.     THE LEATHER FACTORY, which sells primarily to wholesale customers through
a  chain  of  30  outlet  stores  located  in  the  United  States  and  Canada;

B.     TANDY  LEATHER COMPANY, which sells primarily to retail customers through
a  chain  of  retail  stores  located  in  the  United  States;  and

C.     ROBERTS,  CUSHMAN  &  COMPANY,  manufacturer of decorative hat trims sold
directly  to  hat  manufacturers  and  distributors.

The  Company's  reportable operating segments have been determined as separately
identifiable business units.  The Company measures segment earnings as operating
earnings,  defined  as  income  before  interest  and  income  taxes.

<TABLE>
<CAPTION>
<S>                                   <C>                    <C>                      <C>                     <C>
                                      THE LEATHER FACTORY    TANDY LEATHER COMPANY    ROBERTS, CUSHMAN & CO   TOTAL
                                      ------------------------------------------------------------------------------------
FOR THE QUARTER ENDED MARCH 31, 2004
Net sales                             $          8,443,091   $            3,166,738   $              571,048  $12,180,877
Gross profit                                     4,575,838                1,926,649                  222,426    6,724,913
Operating earnings                               1,078,409                  301,567                   67,159    1,447,135
Interest expense                                   (13,638)                       -                        -      (13,638)
Other, net                                          (1,803)                      66                        -       (1,737)
Income before income taxes                       1,062,968                  301,633                   67,159    1,431,760

     Depreciation and amortization                 102,028                   25,153                    2,237      129,418
     Fixed asset additions                          39,737                   38,043                    4,335       82,115
     Total assets                     $         16,731,246   $            3,079,605   $              928,663  $20,739,514
                                      ------------------------------------------------------------------------------------

FOR THE QUARTER ENDED MARCH 31, 2003
Net sales                             $          8,201,258   $            1,864,539   $              494,288  $10,560,085
Gross profit                                     4,297,502                1,181,332                  166,670    5,645,504
Operating earnings                                 923,637                  146,993                   45,042    1,115,672
Interest expense                                   (63,352)                       -                        -      (63,352)
Other, net                                          31,290                     (472)                       -       30,818
Income before income taxes                         891,575                  146,521                   45,042    1,083,138

     Depreciation and amortization                 106,367                   15,839                    2,825      125,031
     Fixed asset additions                          39,497                   54,475                        -       93,972
     Total assets                     $         17,364,513   $            2,447,611   $              845,938  $20,658,062
                                      ------------------------------------------------------------------------------------
</TABLE>

Net  sales  for  geographic  areas  were  as  follows:
                                       THREE  MONTHS  ENDED
<TABLE>
<CAPTION>
<S>                                 <C>              <C>
                                    MARCH 31, 2004   MARCH 31, 2003
                                    ---------------  ---------------
United States                       $    11,285,857  $     9,870,636
All other countries                         895,020          689,449
                                    ---------------  ---------------
                                    $    12,180,877  $    10,560,085
                                    ===============  ===============
</TABLE>

Geographic  sales  information  is  based  on  the location of the customer.  No
single  foreign  country  accounted  for  any  material  amount of the Company's
consolidated  net  sales  for  the  three-month periods ended March 31, 2004 and
2003.  The  Company  does  not have any significant long-lived assets outside of
the  United  States.

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
          AND  RESULTS  OF  OPERATIONS.

The  Leather  Factory,  Inc.  ("TLF" or the "Company") is a Delaware corporation
whose common stock trades on the American Stock Exchange under the symbol "TLF".
The  Company  is managed on a business entity basis, with those businesses being
The  Leather  Factory  ("Leather  Factory"),  Tandy  Leather Company ("Tandy" or
"Tandy  Leather"), and Roberts, Cushman & Company, Inc. ("Cushman").  See Note 4
to  the  Consolidated Financial Statements for additional information concerning
the  Company's  segments,  as  well  as  its  foreign  operations.

Leather  Factory,  founded  in 1980 by Wray Thompson and Ron Morgan, distributes
leather  and  related  products,  including  leatherworking  tools,  buckles and
adornments  for  belts, leather dyes and finishes, saddle and tack hardware, and
do-it-yourself  kits.  The  products are sold primarily through 30 company-owned
outlets  located  throughout  the  United  States  and  Canada.

Tandy  Leather  is  the  oldest  and  best-known supplier of leather and related
supplies  used  in  the leathercraft industry.  From its founding in 1919, Tandy
has  been the primary leathercraft resource worldwide.  Products include quality
tools,  leather,  accessories,  kits  and teaching materials.  In early 2002, we
initiated  a plan to expand Tandy Leather by opening retail stores.  As of April
15,  2004,  we have opened 30 Tandy Leather retail stores located throughout the
United  States.

Cushman,  whose  origins  date  back  to  the  mid-1800's,  custom  designs  and
manufactures  a product line of decorative hat trims for headwear manufacturers.

CRITICAL  ACCOUNTING  POLICIES

A  description of the Company's critical accounting policies appears in "Item 2.
Management's  Discussions  and  Analysis  of  Financial Condition and Results of
Operations"  in  the  Company's  Annual  Report  on Form 10-K for the year ended
December  31,  2003.

RESULTS  OF  OPERATIONS
-----------------------

The  following  tables  present selected financial data of each of the Company's
three  segments  for  the  quarters  ended  March  31,  2004  and  2003:
<TABLE>
<CAPTION>
                  QUARTER ENDED MARCH 31, 2004          QUARTER ENDED MARCH 31, 2003
                  ------------------------------       -----------------------------
                                      OPERATING                           OPERATING
<S>               <C>               <C>                <C>              <C>
                  SALES                 INCOME           SALES              INCOME
                  ----------------  -------------      ---------------  ------------
Leather Factory.  $      8,443,091  $   1,078,409      $     8,201,258  $    923,637
Tandy                    3,166,738        301,567            1,864,539       146,993
Cushman                    571,048         67,160              494,288        45,042
                  ----------------  -------------      ---------------  ------------
Total Operations  $     12,180,877  $   1,447,135      $    10,560,085  $  1,115,672
                  ================  =============      ===============  ============
</TABLE>

Consolidated  net  sales  for  the  quarter  ended March 31, 2004 increased $1.6
million,  or  15.4%,  compared  to  the  same  period  in 2003.  Leather Factory
contributed $242,000 to the increase, Tandy contributed $1.3 million and Cushman
recorded  a sales increase of $77,000.  Operating income on a consolidated basis
for  the  quarter  ended  March 31, 2004 was up 29.7% or $331,000 over the first
quarter  of  2003.

The  following  table  shows in comparative form our consolidated net income for
the  first  quarters  of  2004  and  2003:
<TABLE>
<CAPTION>
<S>                  <C>                 <C>            <C>
                        2004              2003          % CHANGE
                     --------            --------       --------
Net income           $970,966            $774,518         25.4%
</TABLE>

While  our Leather Factory operation recorded 69.3% of our sales in the quarter,
the  continued  growth  and  expansion  of the Tandy Leather retail operation is
responsible  for the majority of the improvement in our consolidated net income.

LEATHER  FACTORY  OPERATIONS

Net  sales  from  Leather  Factory's  30  wholesale  centers increased 2.95%, or
$242,000,  for  the  first  quarter  of  2004.

The  following  table  presents  TLF's  sales mix by customer categories for the
quarters  ended  March  31,  2004  and  2003:
<TABLE>
<CAPTION>
                                                                                          QUARTER ENDED
<S>                                                                                    <C>             <C>
CUSTOMER GROUP                                                                         3/31/04         3/31/03
--------------                                                                         -------         -------
  RETAIL (end users, consumers, individuals)                                               23%             23%
  INSTITUTION (prisons, prisoners, hospitals, schools, youth organizations, etc.)           7%              8%
  WHOLESALE (resellers & distributors, saddle & tack shops, authorized dealers, etc.)      45%             42%
  NATIONAL ACCOUNTS                                                                        19%             21%
  MANUFACTURERS                                                                             6%              6%
                                                                                       -------         -------
                                                                                          100%            100%
                                                                                       =======         =======
</TABLE>

Our  biggest sales gains were in our WHOLESALE and MANUFACTURER customer groups.
We believe that in both cases, new advertising programs begun in the second half
of 2003 contributed to these gains.  Sales to our small business customers (part
of  our  WHOLESALE  group)  were  up  approximately  30% over sales to that same
customer  group  a year ago.  Sales to small manufacturers were up 11% from last
year.  Although  the  percent  of  national account sales decreased in the first
quarter  of  2004  compared  to that same quarter in 2003, we renewed two of our
large accounts during the first quarter.  We anticipate that these renewals will
produce  increased  sales for our NATIONAL ACCOUNT customer group later in 2004.

Operating  income for Leather Factory increased $155,000 for the current quarter
compared  to  2003, an improvement of 16.7%.  Operating expenses as a percentage
of sales were 41.4%, slightly higher ($120,000) than our target of 40% of sales.
Advertising  and  marketing expenses were up slightly this quarter ($55,000) due
to expanding direct mail programs in an attempt to increase market awareness and
target  new  customer  sub-groups.  We  also  increased  our bad debt reserve by
$32,000  to  $63,000  at  the  end  of  the  first quarter, as a result of a few
customer  accounts  whose  collectability  appears  questionable.

TANDY  LEATHER  OPERATIONS

The  Tandy Leather retail store chain has grown from 19 stores at March 31, 2003
to  29  a year later.  Net sales for Tandy Leather were up approximately 70% for
the  first  quarter  of  2004  over  the  same  quarter  last  year.
<TABLE>
<CAPTION>
<S>                               <C>         <C>         <C>          <C>
                                  QTR ENDED   QTR ENDED   $     INCR    % INCR
                                     3/31/04     3/31/03       (DECR)    (DECR)
                                  ----------  ----------  -----------  --------
Same (existing) store sales       $1,832,591  $1,806,293  $   26,298      1.46%
New store sales                    1,334,147      57,187   1,276,960        N/A
Order fulfillment house - closed           -       1,059      (1,059)  (100.00)
                                  ----------  ----------  -----------  --------
Total sales                       $3,166,738  $1,864,539  $1,302,199     69.84%
                                  ==========  ==========  ==========   ========
</TABLE>

A  store  is  categorized  as  "new"  if  it was operating less than half of the
comparable  period  in the prior year.  In the above table, the sales amount for
"new store sales" for the quarter ended March 31, 2003 represents the sales from
the  four  stores  opened  in  February  and  March  2003.

Sales in the current quarter were solid - although as the table above indicates,
our existing stores did not produce as strongly as we expected.  The results are
uneven,  with  existing  stores reporting sales gains ranging from 4% to 48% for
the  quarter.  We  produced  and mailed a sales flyer in a new format during the
quarter that failed to produce the sales that we expected.  We have gone back to
our  more  traditional  format  for  sales  flyers, expecting it to produce more
customer  interest.  The  retail  stores  that are at least three months old are
averaging  approximately  $38,000  in  sales  per  month.

The  following  table  presents Tandy Leather's sales mix by customer categories
for  the  quarters  ended  March  31,  2004  and  2003:
<TABLE>
<CAPTION>
                                                                                          QUARTER ENDED
<S>                                                                                    <C>             <C>
CUSTOMER GROUP                                                                         3/31/04         3/31/03
--------------                                                                         -------         -------
  RETAIL (end users, consumers, individuals)                                               74%             72%
  INSTITUTION (prisons, prisoners, hospitals, schools, youth organizations, etc.)           4%              4%
  WHOLESALE (resellers & distributors, saddle & tack shops, authorized dealers, etc.)      20%             23%
  NATIONAL ACCOUNTS                                                                         -                -
  MANUFACTURERS                                                                             2%              1%
                                                                                       -------         -------
                                                                                          100%            100%
                                                                                       =======         =======
</TABLE>

Operating  income  as  a  percentage  of  sales increased from 7.9% in the first
quarter  of  2003  to  9.5%  in  the  first  quarter  of 2004.  Our gross margin
decreased  from  63.4% to 60.8% due to an increase in leather sales at the Tandy
stores during the current quarter.  As discussed in previous filings, leather is
our  lowest  gross  margin  category.  We  offset  that  low margin by the other
products  that  we  sell.  Operating expenses as a percentage of sales decreased
from  55.5%  to  51.3%  due  primarily to the increase in leverage obtained as a
result  of  the  significant  sales  increase.

ROBERTS,  CUSHMAN  OPERATIONS

Net  sales for Cushman increased $77,000 or 15.5% for the first quarter of 2004,
and  improved  its  gross  profit margin from 34% to 39%.   Operating income for
Cushman  increased  $22,000  or 49.1%.  We eliminated one management position in
the  operation at the beginning of 2004, which contributed to the improvement in
operating  income.

COSTS  AND  EXPENSES
Our  consolidated  gross profit as a percent of net sales increased to 55.2% for
the  first  quarter  of  2004,  compared with 53.5% for the same period in 2003.
Operating  expenses  ($5.3 million) were 43.3% of net sales in the first quarter
of  2004,  compared  with $4.5 million, or 42.9% of net sales in the first three
months  of  2003.

Interest  expense in the first quarter of 2004 ($14,000) was down 78.5% from the
first  quarter  of  2003  ($63,000)  due to the decrease in the outstanding debt
balance.

CAPITAL  RESOURCES,  LIQUIDITY  AND  FINANCIAL  CONDITION
---------------------------------------------------------

There  was  a  slight change (approximately 9%) in our consolidated total assets
from  December  31,  2003  to  March  31, 2004, increasing from $19.0 million at
year-end  to  $20.7  million at March 31.  Our accounts receivable accounted for
the  majority  of the increase.  Total stockholders' equity increased from $14.5
million  at  December  31, 2003 to $15.5 million at March 31, 2004.  Most of the
increase  was  from  earnings  in the first quarter of this year.  The Company's
current  ratio fell slightly from 6.16 at December 31, 2003 to 4.69 at March 31,
2004.

Inventory increased by $312,000 at March 31, 2004 from year-end 2003.  Inventory
turnover  increased to an annualized rate of 4.34 times during the first quarter
of 2004, from 3.47 times for the first quarter of 2003 and 3.51 times for all of
2003.  We  compute  our  inventory  turns as sales divided by average inventory.
Inventory  management  is  a  significant  factor in our financial position.  We
strive  to  maintain  the  optimal  amount of inventory throughout the system in
order  to fill customer orders timely without tying up too much working capital.
We  are  pleased  with our achievement in this area as of the end of the quarter
and  continue  to  monitor  our  inventory  levels  in order to maximize optimum
availability.

The  Company's  investment  in accounts receivable was $3.1 million at March 31,
2004,  up  $1.2 million from $1.8 million at year-end 2003.  This is a result of
an  increase  in  credit sales to our national accounts during the quarter ended
March  31, 2004 as compared to that of the quarter ended December 31, 2003.  The
average  days to collect accounts slowed slightly over the first quarter of 2003
from  45.0  days  to  47.2 days.  Cushman posted the most improvement in average
days  to  collect  accounts,  from  66.7 days in 2003 to 50.1 days for the first
quarter  of  2004,  respectively.  Leather  Factory  and Tandy Leather's days to
collect  were  44.7  and 39.0 days in the first quarter of 2004 compared to 41.1
and  39.6  days  in  the  first  quarter  of  2003,  respectively.

Accounts  payable  increased  $810,000  to  $2.4 million at the end of the first
quarter,  due  primarily  to  the increase in inventory purchases to support the
increased sales and the negotiations with some vendors for longer payment terms.
Accrued  expenses  and  other  liabilities  increased  $113,000.

During the first quarter of 2004, cash flow provided by operating activities was
$583,000.  The net income generated for the quarter and the increase in accounts
payable  contributed  to  the  cash  flow,  offset  somewhat  by the increase in
accounts  receivable.  Cash  flow used in investing activities totaled $193,000.
$125,000 of this was for the assets purchases of the Syracuse, NY and St. Louis,
MO  Tandy Leather retail stores.  Equipment purchased during the quarter totaled
$82,000.  Most  of the equipment purchased was for the new Tandy Leather stores.
Cash  flow  used by financing activities was $439,000, consisting of payments on
our  revolving  credit  facility  during  the  quarter totaling $525,000, offset
primarily  by  stock  option  exercises  by  employees.

At  March  31, 2003, our bank debt totaled $5.8 million.  At March 31, 2004, the
balance  was  $1.3  million,  a  decrease  of  77%.

We  expect  to  fund  our  operating  and liquidity needs as well as our current
expansion  of  Tandy  Leather's retail store chain from a combination of current
cash balances, internally generated funds and our revolving credit facility with
Wells  Fargo,  which  is based upon the level of the our accounts receivable and
inventory.    At  March 31, 2004, the available and unused portion of the credit
facility  was  approximately  $3.7  million.

FORWARD-LOOKING  STATEMENTS
---------------------------

This  report  (particularly  this Item 2) contains forward-looking statements of
management.  In  general,  these are predictions or suggestions of future events
and  statements  or  expectations  of  future  trends  or occurrences. There are
certain important risks that could cause results to differ materially from those
anticipated by some of the forward-looking statements. Some, but not all, of the
important  risks that could cause actual results to differ materially from those
suggested  by  the  forward-looking  statements  include,  among  other  things:

-     We  might fail to realize the anticipated benefits of the opening of Tandy
Leather  retail  stores or we might be unable to obtain sufficient new locations
on  acceptable  terms  to meet our growth plans.  Also, other retail initiatives
might  not  be  successful.

-     Political  considerations  here  and  abroad  could disrupt our sources of
supplies  from  abroad  or  affect  the  prices  we  pay  for  goods.

-     Continued  involvement  by  the  United  States  in war and other military
operations in the Middle East and other areas abroad could disrupt international
trade  and  affect  the  Company's  inventory  sources.

-     The  recent  slump in the economy in the United States, as well as abroad,
may  cause  our  sales  to  decrease  or not to increase or adversely affect the
prices  charged  for our products.  Also, hostilities, terrorism or other events
could  worsen  this  condition.
-     As  a  result  of  the  on-going threat of terrorist attacks on the United
States,  consumer  buying  habits  could  change  and  decrease  our  sales.
-     Livestock  diseases such as mad cow could reduce the availability of hides
and  leathers  or  increase  their cost.  Also, the prices of hides and leathers
fluctuate  in  normal  times,  and  these  fluctuations  can affect the Company.
-     If,  for  whatever  reason,  the  costs of our raw materials and inventory
increase,  we  may  not  be  able  to  pass  those  costs  on  to our customers,
particularly  if  the  economy  has  not  recovered  from  its  downturn.
-     Other  factors  could  cause  either  fluctuations  in  buying patterns or
possible  negative  trends in the craft and western retail markets. In addition,
our  customers may change their preferences to products other than ours, or they
may  not  accept  new  products  as  we  introduce  them.
-     Tax  or  interest rates might increase.  In particular, interest rates are
likely to increase at some point from their present low levels.  These increases
will  increase  our  costs  of  borrowing  funds  as  needed  in  our  business.

-     Any  change  in  the  commercial banking environment may affect us and our
ability  to  borrow  capital  as  needed.

-     Other  uncertainties, which are difficult to predict and many of which are
beyond  the  control  of  the  Company,  may  occur  as  well.

The  Company  does  not  intend  to  update  forward-looking  statements.

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

For  disclosures  about  market  risk  affecting  the  Company,  see  Item  7A
"Quantitative  and  Qualitative  Disclosures  About  Market  Risk" in our Annual
Report  on  Form  10-K for our fiscal year ended December 31, 2003.  The Company
believes  that  its exposure to market risks has not changed significantly since
December  31,  2003.

ITEM  4.  CONTROLS  AND  PROCEDURES

At  the end of the first quarter of 2004, our President, Chief Executive Officer
and  Chief  Financial  Officer  evaluated  the  effectiveness  of the design and
operation  of  our disclosure controls and procedures pursuant to Rule 13a-15(b)
under  the Securities and Exchange Act of 1934, as amended (the "Exchange Act").
Based  upon this evaluation and notwithstanding the limitations contained in the
final  paragraph  of this Item 4, they concluded that, as of March 31, 2004, the
Company's disclosure controls and procedures offer reasonable assurance that the
information  required  to  be  disclosed  by the Company in the reports it files
under  the  Exchange Act is recorded, processed, summarized, and reported within
the time period specified in the results and forms adopted by the Securities and
Exchange  Commission.

During  the  period  covered  by  this  report,  there has been no change in the
Company's  internal  controls over financial reporting that materially affected,
or  is  reasonably  likely  to  materially  affect,  these  controls.

Limitations  on  the  Effectiveness  of Controls.  Our management, including the
President,  Chief Executive Officer and Chief Financial Officer, does not expect
that  the Company's disclosure controls and procedures or the Company's internal
controls  will  prevent all error and all fraud.  A well conceived and operating
control system is based in part upon certain assumptions about the likelihood of
future  events and can provide only reasonable, not absolute, assurance that the
objectives  of  the  control  system  are met.  Further, the design of a control
system  must  reflect  the  fact  that  there  are resource constraints, and the
benefits  of  controls  must  be  considered  relative  to  their  costs.

PART  II.  OTHER  INFORMATION

ITEM  5.  CHANGES  IN  SECURITIES

On  February  24,  2004,  the  Company  entered  into a Capital Markets Services
Engagement  Agreement  ("Services  Agreement")  with  Westminster  Securities
Corporation  ("Westminster"),  a  member  firm  of  the New York Stock Exchange.
Under  the  Services  Agreement,  Westminster agreed to provide the Company with
capital market services, including corporate finance advisory services, research
services,  and  sales  and  trading  services.
For  the  services  to  be  provided  during  the  two-year term of the Services
Agreement,  the  Company  agreed  to  pay $4,000 per month during the contract's
term.  Also,  the  Company  issued  to  Westminster  and certain named employees
warrants  to purchase 50,000 shares of the Company's common stock at an exercise
price  of  $5.00 per share, subject to adjustment for certain issuances at a per
share  price  below  $5.00  that  might  occur  during the five-year term of the
warrants.
The  issuance  of  the warrants was exempt from the registration requirements of
the  Securities  Act  of 1933 pursuant to Section 4(2) of that act.  The related
Financial  Advisor's Warrant Agreement, dated as of February 24, 2004, contained
representations  as to investment intent and restrictions on transfer.  Also the
warrant  certificates  contain  prominent  legends  stating  the restrictions on
transfer.
In  addition,  the  Financial  Advisor's  Warrant  Agreement  grants  demand and
piggyback  registration  rights  to  the  holders  of the warrants to facilitate
resale  of  the  Company's  common  stock  upon  exercise  of  the  warrants.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Exhibits
     --------
<TABLE>
<CAPTION>
<S>             <C>
EXHIBIT
NUMBER   EXHIBIT
-------  --------------------------------------------------------------------------------------------------------------------------
4.1*     Financial Advisor's Warrant Agreement, dated February 24, 2004, between The Leather Factory, Inc. and Westminster
            Securities Corporation

4.2*     Capital Markets Services Engagement Agreement, dated February 24, 2004, between The Leather Factory, Inc. and Westminster
            Securities Corporation

31.1**   13a-14(a) Certification by Wray Thompson, Chairman of the Board and Chief Executive Officer

31.2**   13a-14(a) Certification by Shannon L. Greene, Chief Financial Officer and Treasurer

32.1*    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
<FN>
*Previously  filed
**  Attached  to  this  filing
</TABLE>

(b)  Reports  on  Form  8-K
     ----------------------

On  March  9, 2004, the Company filed a report on Form 8-K in which we furnished
under  Items  7  and  12.


                                   SIGNATURES

Pursuant  to  the  requirements  of the Securities and Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

                                  THE LEATHER  FACTORY,  INC.
                                         (Registrant)

Date:  October  29,  2004          By:   /s/  Wray  Thompson
                                         Wray  Thompson
                                         Chairman  of  the  Board  and
                                           Chief  Executive  Officer

Date:  October  29,  2004          By:  /s/Shannon  L.  Greene
                                        Shannon  L.  Greene
                                        Chief  Financial Officer and Treasurer
                                          (Chief Accounting Officer)

<PAGE>


EXHIBIT  31.1
                          RULE 13A-14(A) CERTIFICATION

I,  WRAY  THOMPSON,  certify  that:
1.  I have reviewed this quarterly report on Form 10-Q/A of The Leather Factory,
Inc.;
2.  Based  on my knowledge, this report does not contain any untrue statement of
a  material  fact  or  omit  to  state  a  material  fact  necessary to make the
statements  made, in light of the circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period  covered  by this report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;
4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act Rules 13a-15(e) and 15d-15(e)) [language intentionally omitted SEC
Rel.  33-8238]  for  the  registrant  and  have:
(a)  Designed such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to  be designed under our supervision, to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  report  is  being  prepared;
(b)  [Left  blank  intentionally  SEC  Rel.  No.  33-8238];
(c)  Evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and
(d)  Disclosed  in  this  report any change in the registrant's internal control
over  financial  reporting  that  occurred  during the registrant's first fiscal
quarter  that  has  materially  affected,  or is reasonably likely to materially
affect,  the  registrant's  internal  control  over  financial  reporting;  and
5.  The registrant's other certifying officer and I have disclosed, based on our
most  recent  evaluation  of  internal control over financial reporting , to the
registrant's  auditors  and  the  audit  committee  of the registrant's board of
directors  (or  persons  performing  the  equivalent  functions):
(a)  All  significant  deficiencies  and  material  weaknesses  in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and
(b)  Any  fraud,  whether  or  not  material,  that involves management or other
employees who have a significant role in the registrant's internal controls over
financial  reporting.

Date:     October  29,  2004              /s/  Wray  Thompson
                                           Wray  Thompson
                                           President and Chief Executive Officer
                                            (principal  executive  officer)

<PAGE>


EXHIBIT  31.2
                          RULE 13A-14(A) CERTIFICATION

I,  SHANNON  L.  GREENE,  certify  that:
1.  I have reviewed this quarterly report on Form 10-Q/A of The Leather Factory,
Inc.;
2.  Based  on my knowledge, this report does not contain any untrue statement of
a  material  fact  or  omit  to  state  a  material  fact  necessary to make the
statements  made, in light of the circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period  covered  by this report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;
4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act Rules 13a-15(e) and 15d-15(e)) [language intentionally omitted SEC
Rel.  33-8238]  for  the  registrant  and  have:
(a)  Designed such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to  be designed under our supervision, to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  report  is  being  prepared;
(b)  [Left  blank  intentionally  SEC  Rel.  No.  33-8238];
(c)  Evaluated  the  effectiveness  of  the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and
(d)  Disclosed  in  this  report any change in the registrant's internal control
over  financial  reporting  that  occurred  during the registrant's first fiscal
quarter  that  has  materially  affected,  or is reasonably likely to materially
affect,  the  registrant's  internal  control  over  financial  reporting;  and
5.  The registrant's other certifying officer and I have disclosed, based on our
most  recent  evaluation  of  internal  control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of the registrant's board of
directors  (or  persons  performing  the  equivalent  functions):
(a)  All  significant  deficiencies  and  material  weaknesses  in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and
(b)  Any  fraud,  whether  or  not  material,  that involves management or other
employees who have a significant role in the registrant's internal controls over
financial  reporting.

Date:     October  29,  2004       /s/  Shannon  L.  Greene
                                   Shannon  L.  Greene
                                   Chief  Financial  Officer  and  Treasurer
                                    (principal financial and accounting officer)