EXHIBIT 4.15


                 THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT
                 ----------------------------------------------

         This THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"),
dated as of August 12,  1999,  is among THE LEATHER  FACTORY,  INC.,  a Delaware
corporation,  THE  LEATHER  FACTORY,  INC.,  a Texas  corporation,  THE  LEATHER
FACTORY, INC., an Arizona corporation,  HI-LINE LEATHER & MANUFACTURING COMPANY,
a  California  corporation  and  ROBERTS,  CUSHMAN & COMPANY,  INC.,  a New York
corporation (hereinafter referred to individually as "Borrower" and collectively
as  "Borrowers"),   and  FINOVA  CAPITAL  CORPORATION,  a  Delaware  corporation
("FINOVA").

                                 R E C I T A L S
                                 ---------------

         A.  Borrowers  and FINOVA are  parties to a certain  Loan and  Security
Agreement dated as of November 21, 1997, as amended by that certain Amendment to
Loan and  Security  Agreement  dated as of May 13, 1998 and Second  Amendment to
Loan and Security Agreement dated as of May 13, 1999 (as the same may be further
amended, restated, supplemented or otherwise modified, the "Loan Agreement").

         B.  Borrowers  and FINOVA  desire to amend the Loan  Agreement  to make
certain  changes in the covenants  and to correct  certain  matters,  all as set
forth below.

             NOW, THEREFORE, in consideration of the mutual agreements contained
herein,  and subject to the terms and  conditions  hereof,  Borrowers and FINOVA
agree as follows:

         1.  Definitions.  All capitalized  terms used but not elsewhere defined
herein  shall have the  respective  meanings  ascribed to such terms in the Loan
Agreement, as amended by this Amendment.

         2.  Amendments to Loan Agreement.

        (A) Section  6.1.13  (Financial  Covenants)  of the Schedule to the Loan
Agreement is hereby amended as set forth below:

           (i)   EBITDA.  is hereby deleted in its entirety and the following is
 substituted in lieu thereof:

                  EBITDA.  Borrower  shall  maintain  Earnings Before  Interest,
          Taxes,  Depreciation and  Amortization  ("EBITDA") of not less than(i)
          Five Hundred Thousand and No/100 Dollars  ($500,000) for the first six
          month period of the first Loan Year, (ii) Seven Hundred Forty Thousand
          and No/100  Dollars  ($740,000) for the second six month period of the
          first  Loan Year,  (iii)  Nine  Hundred  Thousand  and No/100  Dollars
          ($900,000) for the first six month period of each Loan Year thereafter
          and (iv) One Million Fifty  Thousand and No/100  Dollars  ($1,050,000)
          for the second six month period of each Loan Year thereafter; provided
          however, Borrower shall maintain EBITDA of not less than Seven Hundred
          Thousand and No/100 Dollars ($700,000) for the six month period ending
          June 30, 1999.


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                 (ii)      Senior Debt Service Coverage Ratio is hereby  deleted
in its entirety and the following is substituted in lieu thereof:

                           Senior Debt Service  Coverage  Ratio.  As of the last
                  day  of  each  calendar  quarter  ended  March  31,  June  30,
                  September  30 or  December  31  commencing  with the  calendar
                  quarter  ended  June  30,  1998,   Borrower's  Operating  Cash
                  Flow/Actual for the  consecutive  12-month period ending as of
                  such last day must be at least 1.35 times the amount necessary
                  to meet Borrower's  Senior  Contractual  Debt Service for such
                  12-month  period;   provided  however,  with  respect  to  the
                  consecutive  12-month period ending on each of March 31, 1999,
                  and June 30, 1999,  Borrower's Operating Cash Flow/Actual must
                  be at least 1.25 times the amount necessary to meet Borrower's
                  Senior  Contractual  Debt  Service for such  12-month  period;
                  provided  however,  that, with respect to the calculations set
                  forth  herein  for the  period  from  March  1,  1998  through
                  December 31, 1998,  Borrower's  Operating Cash Flow/Actual and
                  Senior Contractual Debt Service shall be determined  beginning
                  as of March 1, 1998 (the  "Start  Date")  and be  measured  as
                  follows:  (x) the time period from the Start Date through June
                  30, 1998,  shall be for such amounts for such period,  (y) the
                  time period from the Start Date  through  September  30, 1998,
                  shall be for such  amounts for such  period,  and (z) the time
                  period from the Start Date through December 31, 1998, shall be
                  for such amounts for such period; and, provided further,  that
                  all such determinations shall be made on a consolidated basis.

                 (iii) Total Debt Service  Coverage  Ratio is hereby deleted in
its entirety and the following is substituted in lieu thereof:

                           Total Debt Service Coverage Ratio. As of the last day
                  of each calendar quarter ended March 31, June 30, September 30
                  or December 31 commencing with the calendar quarter ended June
                  30,  1998,  Borrower's  Operating  Cash  Flow/Actual  for  the
                  consecutive 12-month period ending as of such last day must be
                  at least 1.10 times the amount  necessary  to meet  Borrower's
                  Total  Contractual  Debt  Service  for such  12-month  period;
                  provided  however,  with respect to the  consecutive  12-month
                  period  ending  on each of March 31,  1999 and June 30,  1999,
                  Borrower's  Operating Cash  Flow/Actual  must be at least 1.05
                  times  the  amount   necessary   to  meet   Borrower's   Total
                  Contractual  Debt Service for such 12 month  period;  provided
                  however,  that,  with  respect to the  calculations  set forth
                  herein for the period from March 1, 1998, through December 31,
                  1998,   Borrower's   Operating  Cash   Flow/Actual  and  Total
                  Contractual  Debt Service shall be determined  beginning as of
                  the Start Date and be measured as follows: (x) the time period
                  from the Start Date through  June 30, 1998,  shall be for such
                  amounts  for such  period,  (y) the time period from the Start
                  Date through September 30, 1998, shall be for such amounts for
                  such  period  and (z) the  time  period  from the  Start  Date
                  through  December 31, 1998, shall be for such amounts for such
                  period;  and, provided further,  that all such  determinations
                  shall be made on a consolidated basis.

             (B)  Section 6.2 (Negative Covenants) of  the  Schedule to the Loan
Agreement is hereby amended as set forth below:


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                  Capital Expenditures is hereby deleted in its entirety and the
following is substituted in lieu thereof:

                  Borrower shall not make or incur any Capital  Expenditure  if,
                  after  giving  effect  thereto,  the  aggregate  amount of all
                  Capital  Expenditures  by Borrower:  (i) would exceed $600,000
                  for the 1998 fiscal year,  provided  that,  (a) Borrower shall
                  not make any Capital  Expenditures  during such fiscal year in
                  connection  with the  acquisition  of  computer  systems in an
                  aggregate  amount in excess of $350,000 and (b) Borrower shall
                  not make or incur any other Capital  Expenditures  during such
                  fiscal year in the aggregate amount in excess of $250,000, and
                  (ii) would exceed $600,000 for the 1999 fiscal year.

         3.       Conditions  to  Effectiveness.   The  effectiveness  of   this
Amendment  shall  be  subject  to the  satisfaction  of  all  of  the  following
conditions in a manner, form and substance satisfactory to FINOVA:

                  (a) Representations and Warranties. All of the representations
         and  warranties of Borrowers set forth in the Loan  Documents  shall be
         true and correct in all material respects.

                  (b)  Approvals.  The approval  and/or  consent shall have been
         obtained  from all persons  whose  approval or consent is  necessary or
         required  to enable  Borrowers  to enter  into this  Amendment  and the
         documents delivered in connection herewith and therewith and to perform
         its obligations hereunder and thereunder;

                  (c)  Material  Adverse  Change.  No event shall have  occurred
         since  December 31, 1998 which has had or reasonably  could be expected
         to have a material adverse effect.

                  (d)  Performance;   No  Default.   Each  Borrower  shall  have
         performed and complied with all agreements and conditions  contained in
         the Loan Documents to be performed by or complied with by such Borrower
         prior to the date hereof, and no Event of Default then shall exist.

                  (e)  Proceedings  and  Documents.   All  corporate  and  other
         proceedings  in  connection  with the  execution  and  delivery of this
         Amendment  by Borrowers  shall be  satisfactory  to FINOVA,  and FINOVA
         shall have  received  all such  counterpart  originals  or certified or
         other copies of evidence of such as FINOVA may request.

                  (f) Payment of Fees and  Expenses.  Borrowers  shall have paid
         all fees and  expenses  of  FINOVA  incurred  in  connection  with this
         Amendment,  including,  without  limitation,  (i)  attorneys'  fees and
         expenses and (ii) $1,500 amendment fee.

         4.       References. From and after the Effective Date, all  references
in the Loan Agreement to (i) the "Loan and Security  Agreement"  shall be deemed
to refer to the Loan  Agreement as amended hereby and (ii) a term defined in the
Loan Agreement  shall be deemed to refer to such defined term as amended by this
Amendment.


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         5.       Representations and Warranties.

                  (a)  Each  Borrower   hereby   confirms  to  FINOVA  that  the
         representations  and  warranties  set  forth in  Section  5 of the Loan
         Agreement,  as amended by this  Amendment,  are true and correct in all
         material  respects  as of the date  hereof,  and  shall be deemed to be
         remade as of the date hereof.

                  (b)      Each Borrower represents and warrants to FINOVA that:

                           (i) such  Borrower  has full power and  authority  to
                  execute  and  deliver  this  Amendment  and  to  perform  such
                  Borrower's obligations hereunder,

                           (ii) upon the  execution  and delivery  hereof,  this
                  Amendment  will be valid,  binding and  enforceable  upon such
                  Borrower in accordance with its terms,

                           (iii) the  execution  and delivery of this  Amendment
                  does not and will not  contravene,  conflict with,  violate or
                  constitute  a default  under (A) the Loan  Agreement,  (B) any
                  Loan  Document,  (C) any  applicable  law,  rule,  regulation,
                  judgment,  decree  or order  or any  agreement,  indenture  or
                  instrument  to which such  Borrower  is a party or is bound or
                  which is binding upon or  applicable  to all or any portion of
                  such Borrower's property,

                           (iv) no Event of Default exists,

                           (v) such Borrower's property is free and clear of all
                  Liens other than Permitted Liens,

                           (vi) such  Borrower  has no  Indebtedness  except (A)
                  such Borrower's Obligations and (B) Subordinated Debt,

                           (vii)  all  balance   sheets,   all   statements   of
                  operations  and of changes in  financial  position,  and other
                  financial data which have been or shall hereafter be furnished
                  to  FINOVA  for the  purposes  of or in  connection  with this
                  Amendment  have been and will be prepared in  accordance  with
                  GAAP consistently  applied throughout the periods involved and
                  do and will  present  fairly the  financial  condition  of the
                  entities  involved as of the dates  thereof and the results of
                  their operations for the periods covered thereby, and

                           (viii) no  material  litigation  (including,  without
                  limitation,  derivative actions),  arbitrations,  governmental
                  investigation  or  proceeding  or inquiry  shall,  on the date
                  hereof,  be  pending  which was not  previously  disclosed  in
                  writing to FINOVA and no material  adverse  development  shall
                  have   occurred   in  any   litigation   (including,   without
                  limitation,   derivative  actions),  arbitration,   government
                  investigations,  or proceeding or inquiry previously disclosed
                  to FINOVA in writing.

         6.       Costs and Expenses. Borrowers  agree  to  reimburse FINOVA for
all fees and expenses incurred in the preparation,  negotiation and execution of
this Amendment,  including, without limitation, the reasonable fees and expenses
of counsel for FINOVA.





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         7.       No Further  Amendments;  Ratification  of Liability. Except as
amended  hereby,  the Loan Agreement and each of the other Loan Documents  shall
remain in full force and effect in accordance with their respective  terms. Each
Borrower  hereby  ratifies  and  confirms  its   liabilities,   obligations  and
agreements under the Loan Agreement and the other Loan Documents, all as amended
by this Amendment,  and the Liens created thereby,  and acknowledges that (i) it
has no  defenses,  claims  or set-offs  to the  enforcement  by  FINOVA  of such
liabilities,  obligations  and  agreements,  (ii) FINOVA has fully performed all
obligations to Borrowers which it may had or has on and as of  the  date  hereof
and (iii) other than as  specifically  set forth herein,  FINOVA does not waive,
diminish or limit any term or condition  contained in the Loan  Agreement or the
other Loan  Documents.  FINOVA's  agreement to the terms of this Amendment shall
not be deemed to establish or create a custom or course of dealing  among FINOVA
and Borrowers.

         8.       Counterparts. This Amendment may be executed in  one  or  more
counterparts,  each of which shall be deemed an original, and all of which, when
taken together, shall constitute one and the same instrument.

         9.       Further Assurances. Each Borrower covenants and agrees that it
will at any time and from time to time do, execute,  acknowledge and deliver, or
will cause to be done,  executed,  acknowledged and delivered,  all such further
acts, documents and instruments as reasonably may be required by FINOVA in order
to effectuate fully the intent of this Amendment.

         10.      Governing Law.  This Amendment,  including without  limitation
enforcement of the  obligations,  shall be  interpreted  in accordance  with the
internal  laws (and not the  conflict  of laws  rules)  of the State of  Arizona
governing contracts to be performed entirely within such state.

         11.      Severability.  If any term or provision  of this  Amendment or
the  application  thereof  to any  party  or  circumstance  shall  be held to be
invalid,  illegal  or  unenforceable  in any  respect  by a court  of  competent
jurisdiction,  the validity,  legality and enforceability of the remaining terms
and  provisions of this  Amendment  shall not in any way be affected or impaired
thereby,  and the affected  term or  provision  shall be modified to the minimum
extent  permitted  by law so as most  fully to  achieve  the  intention  of this
Amendment.

         12.      Captions.  The captions in this  Amendment  are  inserted  for
convenience of reference only and in no way define,  describe or limit the scope
or intent of this Amendment or any of the provisions hereof.

         13.      Successors.   This  Amendment  shall  be  binding   upon  each
Borrower  and  FINOVA  and  their  respective  representatives,  successors  and
assigns,  and shall inure to the sole  benefit of each  Borrower  and FINOVA and
their respective representatives, successors and assigns.

         14.      Effective  Date. Upon execution by each of the parties hereto,
the  amendments  herein  shall be deemed to take  effect as of June 30, 1999.

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         IN WITNESS  WHEREOF,  this Amendment has been executed and delivered by
each of the parties  hereto by a duly  authorized  officer of each such party on
the date first set forth above.

                    THE  LEATHER  FACTORY,  INC.,  a Delaware  corporation,  THE
                    LEATHER  FACTORY,  INC.,  a Texas  corporation,  THE LEATHER
                    FACTORY,  INC.,  an Arizona  corporation,  HI-LINE LEATHER &
                    MANUFACTURING COMPANY, a California corporation, and ROBERTS
                    CUSHMAN & COMPANY, INC., a New York corporation


                     By:               /s/ Ronald C. Morgan
                     --------------------------------------------------
                     Name:                 Ronald C. Morgan
                     --------------------------------------------------
                     Title:                Executive Vice President and
                                           Chief Operating Officer
                     --------------------------------------------------

                     FINOVA CAPITAL CORPORATION, a Delaware corporation

                     By:               /s/ Kenneth Sepp
                     --------------------------------------------------
                     Name:                 Kenneth Sepp
                     --------------------------------------------------
                     Title:                Vice President
                     --------------------------------------------------