**EXHIBIT
        3.1**
 **STATE
        OF DELAWARE**
 **CERTIFICATE
        OF AMENDMENT OF**
 **CERTIFICATE
        OF INCORPORATION**
 
 **THE
        LEATHER FACTORY, INC.**
 
 The
        undersigned corporation, organized and existing under and by virtue of the
        General Corporation Law of the State of Delaware does hereby
        certify:
 
 **FIRST** :
        That a
        meeting of the Board of Directors of The Leather Factory, Inc., a Delaware
        corporation, resolutions, were duly adopted setting forth a proposed amendment
        of the Certificate of Incorporation of said corporation, declaring said
        amendment to be advisable ad calling a meeting of stockholders of said
        corporation for consideration thereof. The resolution setting forth the proposed
        amendment is as follows:
 
 **Resolved** ,
        that
        the Certificate of Incorporation of this corporation be amended by changing
        the
        Article thereof numbered “One” so that, as amended, said Article shall be and
        read as follows:
 
 The
        name
        of the Corporation is TANDY LEATHER FACTORY, INC.
 
 **SECOND** :
        That
        thereafter, pursuant to resolution of its Board of Directors, at the annual
        meeting of the stockholders of said corporation was duly called and held
        upon
        notice in accordance with Section 222 of the General Corporation Law of the
        State of Delaware at which meeting the necessary number of shares as required
        by
        statute were voted in favor of the amendment.
 
 **THIRD** :
        That
        said amendment was duly adopted in accordance with the provisions of Section
        242
        of the General Corporation Law of the State of Delaware.
 
 **FOURTH** :
        That
        the capital of said corporation shall not be reduced under or by reason of
        said
        amendment.
 
 IN
        WITNESS WHEREOF, said corporation has caused this certificate to be signed
        this
        23 rd day of
        May, 2005.
 
 /s/
        Wray Thompson
 Wray
        Thompson, Chief Executive Officer
 
 Attest:
 
 /s/
        William M. Warren
 William
        M. Warren, Secretary
  
  **Certificate
        of Incorporation**
 **Of**
 **The
        Leather Factory, Inc.**
 
 First :
        The
        name of the Corporation is The Leather Factory, Inc.
 
 Second :
        The
        address of the registered office of the Corporation in the State of Delaware
        is
        1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The
        name
        and address of its registered agent is The Corporation Trust Company,
        Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801,
        County
        of New Castle.
 
 Third :
        The
        purpose of the Corporation is to engage in any lawful act or activity for
        which
        a corporation may be organized under the General Corporation Law of the State
        of
        Delaware.
 
 Fourth :
        The
        total number of shares of stock which the Corporation shall have authority
        to
        issue is 45,000,000, 25,000,000 of such shares to be classified as common
        stock,
        $0.0024 per value per share (the “Common Stock”) and 20,000,000 shares to be
        classified as preferred stock, $0.10 par value per share (the (“Preferred
        Stock”).
 
 The
        designations and powers, preferences, rights, qualifications, limitations,
        and
        restrictions of the Preferred Stock and the Common Stock of the Corporation
        are
        as follows:
 
 A.
            Provisions
                Relating to the Preferred Stock. 
 1.
            The
                Preferred Stock may be issued from time to time in one or more series,
                the
                shares of each series to have such designations and powers, preferences,
                rights, qualifications, limitations, and restrictions thereof as
                are
                stated and expressed herein and in the resolution or resolutions
                providing
                for the issue of such series adopted by the Board of Directors of
                the
                Corporation as hereafter prescribed. 
 2.
            Authority
                is hereby expressly granted to and vested in the Board of Directors
                of the
                Corporation to authorize the issuance of the Preferred Stock from
                time to
                time in one or more series, and with respect to each series of the
                Preferred Stock, to fix and state by the resolution or resolutions
                from
                time to time adopted providing for the issuance thereof the
                following: 
 3. (i)
            whether
                or not shares of a series shall have voting rights, full, special,
                or
                limited, or shall be without voting rights, and whether or not the
                holders
                of such shares are to be entitled to vote as a separate class either
                alone
                or together with the holders of one or more other classes or series
                of
                stock; 
 (ii)
            the
                number of shares to constitute the series and the designations
                thereof; 
 
 (iii)
            the
                preferences, and relative, participating, optional, or other special
                rights, if any, and the qualifications, limitations, or restrictions
                thereof, if any, with respect to any
                series; 
 (iv)
            whether
                or not the shares of any series shall be redeemable at the option
                of the
                Corporation or the holders thereof or upon the happening of any specified
                event, and, if redeemable, the redemption price or prices (which
                may be
                payable in the form of cash, notes, securities, or other property),
                and
                the time or times at which, and the terms and conditions upon which,
                such
                shares shall be redeemable and the manner of
                redemption; 
 (v)
            whether
                or not the shares of a series shall be subject to the operation of
                retirement or sinking funds to be applied to the purchase or redemption
                of
                such shares for retirement, and, if such retirement or sinking fund
                or
                funds are to be established, the annual amount thereof, and the terms
                and
                provisions relative to the operation
                thereof; 
 (vi)
            the
                dividend rate, whether dividends are payable in cash, stock of the
                Corporation, or other property, the conditions upon which and the
                times
                when such dividends are payable, the preference to or the relation
                to the
                payment of dividends payable on any other class or classes or series
                of
                stock, whether or not such dividends shall be cumulative or noncumulative,
                and if cumulative, the date or dates from which such dividends shall
                accumulate; 
 (vii)
            the
                preferences, if any, and the amounts thereof which the holders of
                shares
                of any series shall be entitled to receive upon the voluntary or
                involuntary dissolution of, or upon any distribution of the assets
                of, the
                Corporation; 
 (viii)
            whether
                or not the shares of any series shall be entitled to the benefit
                of
                conditions and restrictions upon the creation of indebtness of the
                Corporation or any subsidiary of the Corporation, upon the issue
                of any
                additional stock (including, without limitation, additional shares
                of such
                series or of any other class or series) and upon the payment of dividends
                or the making of other distributions on, and the purchase, redemption
                or
                other acquisition by the Corporation or any subsidiary of the Corporation
                of, any outstanding stock of the
                Corporation; 
 (ix)
            whether
                or not the shares of any series, at the option of the Corporation
                or the
                holders thereof or upon the happening of any specified event, shall
                be
                convertible into or exchangeable for the shares of any other class
                or
                classes or of any series of the same or any other class or classes
                of
                stock, securities, or other property of the Corporation and the conversion
                price or prices or ratio or ratios or the rate or rates at which
                such
                exchange may be made, with such adjustments, if any, as shall be
                stated
                and expressed or provided for in such resolution or resolutions;
                and 
 (v)
            such
                other special rights and protective provisions with respect to any
                series
                as the Board of Directors of the Corporation may deem
                advisable. 
 4.
            The
                shares of each series of the Preferred Stock may vary from the shares
                of
                any other class or series in any or all of the foregoing respects.
                The
                Board of Directors of the Corporation may increase the number of
                shares of
                the Preferred Stock designated for any existing series (but not above
                the
                total number of authorized shares of the class) by a resolution adding
                to
                such series authorized and unissued shares of the Preferred Stock
                not
                designated for any other series. The Board of Directors of the Corporation
                may decrease the number of shares of the Preferred Stock designated
                for
                any existing series (but not below the number of shares thereof then
                outstanding) by a resolution, subtracting from such series unissued
                shares
                of the Preferred Stock designated for such series, and the shares
                so
                subtracted shall become authorized, unissued, and undesignated shares
                of
                the Preferred Stock. 
 B.
            Provisions
                Relating to the Common Stock. 
 1.
            Except
                as otherwise required by law, and subject to any special voting rights
                which may be conferred upon any class or series of stock of the
                Corporation, each holder of Common Stock shall be entitled to one
                vote for
                each share of Common Stock standing in such holder’s name on the records
                of the Corporation on each matter submitted to a vote of the
                stockholders. 
 2.
            Subject
                to the rights of the holders of any class or series of stock of the
                Corporation, the holders of the Common Stock shall be entitled to
                receive
                when, as, and if declared by the Board of Directors of the Corporation,
                out of funds legally available therefor, dividends payable in cash,
                stock,
                or otherwise. 
 
 3.
            Upon
                any liquidation, dissolution, or winding up of the Corporation, whether
                voluntary or involuntary, and after the holders of any class or series
                of
                stock of the Corporation having a preference over the Common Stock
                with
                respect to distributions of assets upon any such liquidation, distribution
                or winding up, and any bonds, debentures, or other obligations of
                the
                Corporation shall have been paid in full the amounts to which they
                shall
                be entitled (if any), or a sum sufficient for such payment in full
                shall
                have been set aside, the remaining net assets of the Corporation
                shall be
                distributed pro rata to the holders of the Common Stock, to the exclusion
                of the holders of shares of any other class or series of stock and
                any
                bonds, debentures, or other obligations of the
                Corporation. 
 Fifth :
        From
        time to time the Corporation may issue its authorized shares for such
        consideration per share (with respect to shares having a par value, not less
        than the par value thereof), either in money or money’s worth of property or
        services, and for such other consideration, whether greater or less, now
        or from
        time to time hereafter permitted by law, as may be fixed by the Board of
        Directors; and all shares so issued shall be fully paid and
        nonassessable.
 
 No
        holder
        of any shares of any class shall as such holder have any preemptive right
        to
        subscribe for or purchase any other shares or securities of any class, whether
        now or hereafter authorized, which at any time may be offered for sale or
        sold
        by the Corporation.
 
 Sixth :
        The
        name and the mailing address of the incorporator is:
 
 **Name**     **Mailing
        Address**
 
 Brian
        D.
        Barnard      Haynes
        and Boone, LLP
 1300
        Burnett Plaza
 801
        Cherry Street
 Fort
        Worth, TX 76102
 
 Seventh:
        The number of directors shall be fixed by the bylaws of the Corporation and
        until changed in accordance with the manner prescribed by the bylaws shall
        be
        nine (9). The names and addresses of those who are to serve as directors
        until
        the first annual meeting of stockholders, or until their successors be elected
        and qualified, are as follows:
 
 Name
              Address
              City,
                  State, ZipWray
                  Thompson
              3847
                  East Loop 820 South
              Fort
                  Worth, TX 76119Ronald
                  C. Morgan
              3847
                  East Loop 820 South
              Fort
                  Worth, TX 76119William
                  M. Warren
              3847
                  East Loop 820 South
              Fort
                  Worth, TX 76119John
                  Tittle, Jr.
              3847
                  East Loop 820 South
              Fort
                  Worth, TX 76119Richard
                  J. Chase
              3847
                  East Loop 820 South
              Fort
                  Worth, TX 76119Luther
                  A. Henderson
              3847
                  East Loop 820 South
              Fort
                  Worth, TX 76119Robert
                  G. Herndon
              3847
                  East Loop 820 South
              Fort
                  Worth, TX 76119Stephen
                  L. King
              3847
                  East Loop 820 South
              Fort
                  Worth, TX 76119
 
 
 Eighth :
        Whenever a compromise or arrangement is proposed between this Corporation
        and
        its creditors or any class of them and/or between this Corporation and its
        stockholders or any class of them, any court of equitable jurisdiction within
        the State of Delaware may, on the application in a summary way of this
        Corporation or of any creditor or stockholder thereof or on the application
        of
        any receiver or receivers appointed for this Corporation under the provisions
        of
        section 291 of Title 8 of the Delaware Code or on the application of trustees
        in
        dissolution or of any receiver or receivers appointed for this Corporation
        under
        the provisions of section 279 of Title 8 of the Delaware Code order a meeting
        of
        the creditors or class of creditors, and/or of the stockholders or class
        of
        stockholders of this Corporation, as the case may be, to be summoned in such
        manner as the said court directs. If a majority in number representing
        three-fourths in value of the creditors or class of creditors, and/or of
        the
        stockholders or class of stockholders of this Corporation, as the case may
        be,
        agree to any compromise or arrangement and to any reorganization of this
        corporation as consequence of such compromise or arrangement, the said
        compromise or arrangement and the said reorganization shall, if sanctioned
        by
        the court to which the said application has been made, be binding on all
        the
        creditors or class of creditors, and/or on all the stockholders or class
        of
        stockholders, of this Corporation, as the case may be, and also on this
        Corporation.
 
 Ninth :
        Meetings of stockholders may be held within or without the State of Delaware,
        as
        the bylaws may provide. The books of the Corporation may be kept (subject
        to any
        provision contained in the statutes) outside the State of Delaware at such
        place
        or places as may be designated from time to time by the Board of Directors
        or in
        the bylaws of the Corporation. Elections of directors need not be by written
        ballot unless the bylaws of the Corporation shall so provide.
 
 Tenth :
        The
        Corporation is to have perpetual existence.
 
 Eleventh :
        The
        Corporation reserves the right to amend, alter, change or repeal any provision
        contained in the Certificate of Incorporation, in the manner now or hereafter
        prescribed by statute, and all rights conferred upon stockholders herein
        are
        granted subject to this reservation.
 
 Twelfth :
        No
        director of the Corporation shall be liable to the Corporation or its
        stockholders for monetary damages for breach of fiduciary duty as a director,
        except for liability (i) for any breach of the director’s duty of loyalty to the
        Corporation or its stockholders, (ii) for acts or omissions not in good faith
        or
        that involve intentional misconduct or a knowing violation of law, (iii)
        under
        Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
        from which the director derived an improper personal benefit. If the Delaware
        General Corporation Law hereafter is amended to authorize the further
        elimination or limitation of the liability of directors, then the liability
        of a
        director of the Corporation, in addition to the limitation on personal liability
        provided herein, shall be limited to the fullest extent permitted by the
        amended
        Delaware General Corporation Law. Any repeal or modification of this Section
        by
        the stockholders of the Corporation shall be prospective only and shall not
        adversely affect any limitation on the personal liability of a director of
        the
        Corporation existing at the time of such repeal or modification.
 
 THE
        UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of
        forming a corporation pursuant to the General Corporation Law of the State
        of
        Delaware, does make this Certificate, hereby declaring and certifying that
        this
        is my act and deed and the facts herein stated are true, and accordingly
        have
        hereunto set my hand this 26 th day
        of April, 1994.
 
 /s/
        Brian D. Barnard
 Brian
        D.
        Barnard, Incorporator