As  filed with the Securities and Exchange Commission on June  3,
1996

                                      Registration No. 33-_______


               SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C. 20549
                     ______________________
                                
                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                     ______________________
                                
                 TANDY BRANDS ACCESSORIES, INC.
     (Exact name of registrant as specified in its charter)
                                
          Delaware                                75-2349915
- - - ------------------------------------        -----------------------
(State   or  other  jurisdiction  of        (I.R.S.  Employer
   incorporation or organization)               Identification No.)
      

690 East Lamar Blvd., Suite 200, Arlington, Texas         76011
- - - --------------------------------------------------      ----------
    (Address of principal executive offices)            (zip code)

                     ______________________

       TANDY BRANDS ACCESSORIES, INC. 1995 STOCK DEFERRAL
                PLAN FOR NON-EMPLOYEE DIRECTORS
                    (Full title of the plan)
                     ______________________

                          R. Bruce Cole
                 690 East Lamar Blvd., Suite 200
                    Arlington, Texas   76011
             (Name and address of agent for service)
                                
                         (817) 548-0090
  (Telephone number, including area code, of agent for service)
                     ______________________

               CALCULATION OF REGISTRATION FEE
                               Proposed    Proposed        
    Title of                    Maximum    Maximum    Amount of
   Securities      Amount to   Offering   Aggregate   Registrat
     to be            be         Price     Offering      ion
   Registered     Registered   Per Share    Price        Fee
- - - -----------------------------------------------------------------
 Common Stock,      
par value $1.00
   per share        50,000      $8.25*    $412,500*    $142.24

* Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(h).  Pursuant to Rule 457(h), this    
estimate is based upon the average of the high and low prices of
the Registrant's common stock, $1.00 par value per share, on May 31,   
1996 (as reported on the National Market System of The Nasdaq Stock 
Market).

PART I.
- - - -------

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

1.     Plan Information.*

2.     Registrant   Information  and   Employee   Plan   Annual
Information.*
     _____________________________________________________________

     *     Information  required by Part I  of  Form  S-8  to  be
     contained  in  a  prospectus  meeting  the  requirements  of
     Section 10(a) of the Securities Act of 1933 is omitted from this
     Registration Statement in accordance with Rule 428 under the
     Securities Act of 1933 and the Note to Part I of Form S-8.


PART II.
- - - --------

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.     Incorporation of Documents by Reference.

           The  documents  listed in (a) through  (c)  below  are
incorporated by reference in this Registration Statement:

               (a)       The Registrant's latest annual report filed pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     (the "Exchange Act");
     
               (b)       All other reports filed by the Registrant pursuant to
     Section 13(a) or 15(d) of the Exchange Act since the end of the
     fiscal  year  covered by the Registrant's annual  report  or
     prospectus referred to in (a) above; and
     
               (c)       The description of the Registrant's capital stock
     contained in the registration statement on Form 8-A under the
     Exchange Act (Registration No. 0-18927) filed by the Registrant
     with the Securities and Exchange Commission.
     
           In  addition,  all  documents  subsequently  filed  by
the   Registrant  pursuant  to  Sections  13(a),  13(c),  14   or
15(d)   of   the  Exchange  Act,  prior  to  the  filing   of   a
post-effective  amendment  which indicates  that  all  securities
offered   hereby   have  been  sold  or  which  deregisters   all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated  by  reference  into  this  Registration   Statement
and  to  be  a  part  hereof from the  date  of  filing  of  such
documents.

4.     Description of Securities.

          Not applicable.

5.     Interests of Named Experts and Counsel.

          Not applicable.

6.     Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of the State
of  Delaware  provides  generally and in pertinent  part  that  a
Delaware  corporation  may indemnify its directors  and  officers
against  expenses, judgments, fines and settlements actually  and
reasonably  incurred  by  them  in  connection  with  any  civil,
criminal, administrative, or investigative suit or action  except
action  by  or in the right of the corporation if, in  connection
with  the  matters in issue, they acted in good faith  and  in  a
manner  they reasonably believed to be in or not opposed  to  the
best  interests  of the corporation, and in connection  with  any
criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct  was
unlawful.  Section 145 further provides that in  connection  with
the defense or settlement of any action by or in the right of the
corporation,  a Delaware corporation may indemnify its  directors
and officers against expenses actually and reasonably incurred by
them  if, in connection with the matters in issue, they acted  in
good faith, and in a manner they reasonably believed to be in  or
not opposed to the best interests of the corporation, except that
no  indemnification may be made with respect to any claim,  issue
or  matter  as to which such person has been adjudged liable  for
negligence or misconduct unless the Delaware Court of Chancery or
other court in which such action or suit is brought approves such
indemnification.    Section  145  further  permits   a   Delaware
corporation to grant its directors and officers additional rights
of indemnification through bylaw provisions and otherwise, and to
purchase  indemnity  insurance on behalf  of  its  directors  and
officers.

           Consistent with applicable provisions of Delaware law,
the Registrant's Certificate of Incorporation limits a director's
monetary  liability  to the Registrant or  its  stockholders  for
breach  of  fiduciary duty, except for situations  entailing  bad
faith,  intentional  misconduct, unlawful  dividend  payments  or
stock  repurchases, acquisition of improper personal  benefit  or
breach  of duty of loyalty.  Future amendments to such provisions
of  Delaware law will automatically be applied to the  Registrant
without  any  requirement of stockholder approval.  Consequently,
such  amendments  could  result in the  expansion  of  directors'
protections under such exculpation provisions without  additional
consideration by stockholders.  As a result of inclusion of  this
provision, stockholders may be unable to recover monetary damages
against  directors  for  actions which constitute  negligence  or
gross  negligence  or which are in violation of  their  fiduciary
duties, although it may be possible to obtain injunctive or other
equitable  relief  with  respect to such actions.   If  equitable
remedies  are found not to be available to stockholders  for  any
particular  case, stockholders may not have any effective  remedy
against  the challenged conduct.  Thus, directors have a personal
stake,  at  the  potential  expense  of  stockholders,  in   such
exculpation   provisions  of  the  Registrant's  Certificate   of
Incorporation.   Such  exculpation  provisions  would  not  limit
directors'  liability  for violation of  the  federal  securities
laws.  Such provisions also do not apply to officers who are  not
directors of the Registrant.

           Article  XIII of the Bylaws of the Registrant provides
that each director and officer of the Registrant, whether then in
office or not (and such person's heirs and administrators), shall
be  reimbursed by the Registrant to the full extent permitted  by
Section  145  of  the General Corporation Law  of  the  State  of
Delaware for all reasonable expenses incurred by or imposed  upon
him  or  her  in connection with, or resulting from, any  action,
suit  or  proceeding to which he or she may be made  a  party  by
reason  of such person being or having been a director or officer
of  the  Registrant  or  any of its subsidiaries,  or  any  other
corporation,  at the request of the Registrant. Article  XIII  of
the  Registrant's  Bylaws also provides that the  Registrant  may
make  such reimbursement in the event of a settlement of any such
action, suit or proceeding prior to final adjudication when  such
settlement appears to be in the interest of the Registrant.

           Article  XIII of the Registrant's Bylaws also provides
that  the  rights to indemnification and the payment of  expenses
provided thereby shall not be exclusive of any other right  which
any  person  may have or acquire under any statute, provision  of
the  Registrant's  Certificate of  Incorporation  or  Bylaws,  or
otherwise.   Any  repeal or  modification of such indemnification
provisions shall not adversely affect any right or protection  of
a  director  or  officer  with respect to  any  conduct  of  such
director   or   officer  occurring  prior  to  such   repeal   or
modification.

           The  Registrant intends to maintain insurance, at  its
expense,  to  protect itself and any of its directors,  officers,
employees   or  agents  covered  thereby  against  any   expense,
liability or loss, whether or not the Registrant would  have  the
power to indemnify such person against such expense, liability or
loss  under  the  Delaware  law, so long  as  such  insurance  is
available at reasonable rates.

           The  Registrant  has entered into  an  Indemnification
Agreement  (herein  so  called) with each of  its  directors  and
officers.    The  Indemnification  Agreement  provides   to   the
directors of the Registrant, and to the others with whom  it  may
be  entered  into,  substantially broader indemnity  rights  than
provided under the present indemnity provision contained  in  the
Registrant's Bylaws.  A significant difference is that, under the
Indemnification  Agreement, indemnity, unlimited  in  amount,  is
provided  to  directors  and  officers  to  the  fullest   extent
permitted by law for judgments and amounts paid in settlement  of
actions  against  them by or on behalf of the  Registrant,  while
under  the existing Bylaw provision, indemnity in such action  is
not  provided except for expenses under certain conditions.   The
Indemnification  Agreement  will  not,  however,  indemnify   any
director  for fraudulent or willful misconduct or for liabilities
relating  to  certain violations of federal or  state  securities
laws.

           The  standard of conduct required of the  director  or
officer  for indemnification under the Indemnification  Agreement
remains the same as is currently prescribed by law.  However, the
provisions relating to the determination of whether a  person  is
entitled  to  indemnification are more expansive than  under  the
current Bylaw provision by making the Registrant responsible  for
all  costs  associated with the determination, establishing  time
limits   within  which  the  determination  must  be   made   and
establishing   procedures  for  testing  the  reasonableness   of
incurred expenses against which the officer or director  will  be
indemnified.    The  Indemnification  Agreement   also   provides
directors  and officers with protections during the determination
process  in  the  event  there is a  change  in  control  of  the
Registrant  or  its Board of Directors, and grants directors  and
officers certain rights to appeal a denial of indemnification  to
stockholders  of  the  Registrant or  to  a  court  of  competent
jurisdiction.   A  director or officer will  be  deemed  to  have
satisfied the  requisite standard of conduct if his actions  were
based  upon  the  records of the Registrant, or upon  information
supplied  by  the  officers  of the  Registrant,  legal  counsel,
outside accountants or appraisers.

7.     Exemption from Registration Claimed.

          Not applicable.

8.     Exhibits.

            The  exhibits  furnished  pursuant  to  Item  601  of
Regulation  S-K  are listed on the Exhibit Index attached  hereto
preceding immediately the exhibits filed herewith.

9.     Undertakings.

(a)       The undersigned Registrant hereby undertakes:

          (1)  to file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration
          Statement:
     
          (i)            to include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933;

          (ii)           to reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the Registration Statement;

         (iii)          to include any material information with respect
               to the plan of distribution not previously disclosed in the
               Registration Statement or any material change to such information
               in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)  do
not apply if the Registration Statement is on Form S-3 or Form S-
8,  and  the  information  required to be  included  in  a  post-
effective amendment by those paragraphs is contained in  periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d)  of the Exchange Act that are incorporated by reference  in
the Registration Statement.

          (2)  that, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.
     
          (3)  to remove from registration by means of a post-effective
          amendment any of the securities being registered which remain
          unsold at the termination of the offering.
     
             The   Registrant   hereby   undertakes   that,   for
purposes  of  determining  any  liability  under  the  Securities
Act  of  1933,  each  filing  of the Registrant's  annual  report
pursuant  to  Section 13(a) or Section 15(d)  of  the  Securities
Exchange  Act  of  1934  that  is incorporated  by  reference  in
the   Registration  Statement  shall  be  deemed  to  be  a   new
registration   statement  relating  to  the  securities   offered
therein,  and  the  offering  of such  securities  at  that  time
shall   be   deemed  to  be  the  initial  bona   fide   offering
thereof.

           Insofar  as  indemnification for  liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers  and controlling persons of the Registrant  pursuant  to
the  foregoing provisions, or otherwise, the Registrant has  been
advised  that  in the opinion of the Securities and Exchange  Com
mission   such  indemnification  is  against  public  policy   as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
Registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.



                           SIGNATURES


The Registrant.  Pursuant  to  the requirements of the Securities 
Act of 1933,  the  Registrant  certifies that  it has  reasonable 
grounds to believe  that it  meets all  of  the  requirements for 
filing  on  Form  S-8  and  has  duly  caused  this  Registration 
Statement to be signed on its behalf by the undersigned, thereunto  
duly authorized,  in  the  City  of Arlington, State of Texas, on 
June 3, 1996.

                              TANDY BRANDS ACCESSORIES, INC.
                              
                              
                              By: /s/ J.S.B. Jenkins
                              ------------------------------------
                              J.S.B. Jenkins, President,
                              Chief Executive Officer and Director
                              
                              

POWER OF ATTORNEY

Each  person  whose  signature  appears below hereby  constitutes 
and  appoints  J.S.B.  Jenkins  and  R.   Bruce   Cole,   and    
each  of  them,  his  true  and   lawful  attorneys-in-fact and 
agents,  with  full  power  of  substitution  and resubstitution, 
for  him  and  in  his  name,  place and  stead,  in   any
and  all  capacities,  to sign any and all amendments  (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents  in
connection   therewith,   with  the   Securities   and   Exchange
Commission,  and  hereby  grants to  such  attorneys-in-fact  and
agents,  and  each of them, full power and authority  to  do  and
perform  each and every act and thing requisite and necessary  to
be  done,  as  fully to all intents and purposes as he  might  or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact  and agents or any of them,  or  their  or  his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.


Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons 
in the capacities and on the dates indicated.

Signature and Title                                   Date
- - - --------------------------------------            ------------
/s/    J.S.B. Jenkins                             June 3, 1996
J.S.B. Jenkins
President, Chief Executive Officer and
Director (Principal Executive Officer)


/s/    Clayton  E. Niles                          June 3, 1996
Clayton E. Niles
Chairman of the Board


/s/    James F. Gaertner                          June 3, 1996
James F. Gaertner
Director


/s/    C.A. Rundell, Jr.                          June 3, 1996
C.A. Rundell, Jr.
Director


/s/    Robert E. Runice                           June 3, 1996
Robert E. Runice
Director


/s/    R. Bruce Cole                              June 3, 1996
R. Bruce Cole
Corporate Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)



                         EXHIBIT INDEX


                                   
                                               Incorporated by Reference
                                                   (If applicable)
Exhibit Number and Description             Form    Date    Reg. No.  Exhibit
- - - ----------------------------------         ----  -------- ---------- -------

(4) Instruments defining the rights
of security holders, including
indentures

    4.1  Certificate of
         Incorporation of Tandy
         Brands Accessories, Inc.          S-1   11/02/90 33-37588     3.1

    4.2  Certificate of Designations,
         Powers, Preferences and
         Rights of Series A Junior
         Participating Cumulative
         Preferred Stock of Tandy 
         Brands Accessories, Inc.          S-1   11/02/90 33-37588     4.1

    4.3  Form of Common Stock
         certificate of Tandy
         Brands Accessories, Inc.          S-1   11/02/90 33-37588     4.2

    4.4  Form of Preferred Share
         Purchase Rights certificate
         of Tandy Brands 
         Accessories, Inc.                 S-1   11/02/90 33-37588     4.3

    4.5  Rights Agreement dated
         November 7, 1990,
         between Tandy Brands
         Accessories, Inc.
         and First National
         Bank of Boston                    S-1   11/02/90 33-37588    10.5

(5) Opinion regarding legality

     5.1 Opinion of Winstead
         Sechrest & Minick P.C.            N/A      N/A     N/A        N/A

(23) Consents of experts and
     counsel

     23.1 Consent of 
          Ernst & Young LLP                N/A      N/A     N/A        N/A

     23.2 Consent of Winstead
          Sechrest & Minick P.C.
          (included in Exhibit
          5.1)                             N/A      N/A     N/A        N/A

(24) Power of attorney

     24.1 Power of Attorney
          (included on Page II-7)          N/A      N/A     N/A        N/A

(99) Additional exhibits

     99.1 Tandy Brands Accessories,
          Inc. 1995 Stock Deferral
          Plan for Non-Employee
          Directors                        N/A      N/A     N/A        N/A
                                                

                          Exhibit 5.1
                          -----------

                 Consent of Independent Auditors

We  consent to the incorporation by reference in the Form S-8 Reg
istration  Statement pertaining to the Tandy Brands  Accessories,
Inc.  1995 Stock deferral Plan for Non-Employee Directors of  our
reports,  dated August 5, 1995, with respect to the  consolidated
financial   statements   of   Tandy  Brands   Accessories,   Inc.
incorporated  by reference in its Annual report (Form  10-K)  for
the  year ended June 30, 1995 and the related financial statement
schedule included therein, filed with the Securities and Exchange
Commission.


                              /s/  Ernst & Young LLP
                              ----------------------
                              Ernst & Young



Fort Worth, Texas
June 3, 1996


                          Exhibit 23.1
                          ------------
                                                   (214) 745-5400


                          May 30, 1996



Tandy Brands Accessories, Inc.
690 East Lamar Boulevard, Suite 200
Arlington, Texas 76011

Gentlemen:

      Tandy Brands Accessories, Inc., a Delaware corporation (the
"Company"), is today transmitting for filing with the  Securities
and   Exchange   Commission  (the  "Commission")   a   Form   S-8
Registration Statement (the "Registration Statement")  under  the
Securities  Act of 1933, as amended (the "Act"), with respect  to
the registration of 50,000 shares (the "Shares") of common stock,
$1.00  par  value per share (the "Common Stock"), of the  Company
which  may  be  issued pursuant to the Tandy Brands  Accessories,
Inc.  1995  Stock Deferral Plan for Non-Employee  Directors  (the
"Plan").

      In rendering the opinion expressed herein, we have examined
the following:

                    (i)    the Plan;

                    (ii)   the   Certificate    of
               Incorporation  of the Company  and  all
               amendments thereto;

                    (iii)  the Bylaws of  the
               Company, as amended;

                    (iv)   minutes of meetings  or
               unanimous  consents  in   lieu   of
               meetings of the Company's board  of
               directors and stockholders; and

                    (v)    such  other  corporate
               records and documents, certificates
               of  corporate and public  officials
               and  statutes  as  we  have  deemed
               necessary for the purposes of  this
               opinion.

     In  such examination, we have assumed the genuineness of all
signatures, the authenticity of all corporate records,  documents
and  instruments submitted to us as originals, the conformity  to
original documents of all documents submitted to us as conformed,
certified or photostatic copies thereof, and the authenticity  of
the originals of such photostatic, certified or conformed copies.
We  have  assumed compliance both in the past and in  the  future
with  the  terms  of the Plan by the Company and  its  employees,
officers,  Board  of Directors and any committee  and/or  trustee
appointed to administer the Plan.

     Based upon the foregoing and in reliance thereon, we are  of
the opinion that the Shares, when distributed pursuant to and  in
accordance  with  the terms of the Plan, will be validly  issued,
fully paid and nonassessable shares of Common Stock.

     This  firm consents to the filing of this opinion  with  the
Commission  as  Exhibit  5.1 to the Registration  Statement.   In
giving  such  consent, we do not admit that we  come  within  the
category of persons whose consent is required by Section 7 of the
Act or the rules and regulations of the Commission thereunder.

                              Very truly yours,
                              
                              WINSTEAD SECHREST & MINICK P.C.
                              
                              
                              By:/s/ Darrel A. Rice
                                 ----------------------------
                                 Darrel A. Rice
                              
                              





                          Exhibit 99.1
                          ------------

                 TANDY BRANDS ACCESSORIES, INC.

      1995 STOCK DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS


I - PURPOSE OF PLAN
- - - -------------------

 .1    Purpose  of  Plan.   Tandy Brands  Accessories,  Inc.  (the
"Company")  has adopted the Tandy Brands Accessories,  Inc.  1995
Stock  Deferral Plan for Non-Employee Directors (the  "Plan")  to
provide  to members of the Board of Directors of the Company  who
are  not  employees  of the Company or any of its  affiliates  or
subsidiaries ("Non-Employee Directors") an election to defer (the
"Deferral  Election")  receipt  of  annual  and  committee  chair
retainer fees ("Retainer Fees") and for payment of such  fees  in
units  ("Stock  Units")  equivalent to shares  of  the  Company's
Common Stock, $1.00 par value per share (the "Stock").  The  Plan
is  intended  to  provide Non-Employee Directors  with  a  larger
equity  interest  in the Company in order to attract  and  retain
well-qualified individuals to serve as Non-Employee Directors and
to   enhance  the  identity  of  interests  between  Non-Employee
Directors and the stockholders of the Company.

II - ELIGIBILITY AND PARTICIPATION
- - - ----------------------------------
 .1    Eligibility and Participation.  Only Non-Employee Directors
shall  be  eligible to participate in the Plan, and participation
in  the Plan is subject to irrevocable Deferral Elections as  set
forth hereinafter.

III - DEFERRAL ELECTIONS
- - - ------------------------
 .1    Deferral of Retainer Fees.

      (a)  Deferral Elections.  Commencing on the effective  date
of  the  Plan,  payment of the Retainer Fees may be  deferred  by
election  of  the  Non-Employee  Director.   Each  such  Deferral
Election  of  the Retainer Fees shall be made at  least  six  (6)
months  in  advance of the date such election is to be  effective
and  shall  be  irrevocable except upon a subsequent  irrevocable
election that takes effect at least six (6) months after the date
of  such  subsequent election, to the extent necessary to satisfy
the   requirements  of  Rule  16b-3(d)  promulgated   under   the
Securities Exchange Act of 1934 ("1934 Act"), as the same may  be
hereafter amended.

      (b)  Crediting  Stock Units to Accounts.  Amounts  deferred
pursuant  to  Section  3.1(a) shall be credited  quarterly  to  a
bookkeeping reserve account maintained by the Company ("Account")
in Stock Units.  The number of Stock Units credited to an Account
with  respect  to  any  Non-Employee  Director  shall  equal  any
deferred cash amount divided by the average closing price of  the
Stock on the National Association of Securities Dealers Automated
Quotation  System (or any national stock exchange upon which  the
Stock  may  hereafter become listed) for each day of the  quarter
during  which such cash amount would have been paid but  for  the
Deferral Election pursuant to Section 3.1(a).

      (c)  Fully Vested Stock Units.  All Stock Units credited to
a  Non-Employee Director's Account pursuant to this  Article  III
shall be at all times fully vested and nonforfeitable.

      (d)  Payment  of  Stock Units.  Stock Units credited  to  a
Non-Employee  Director's Account pursuant to the  Plan  shall  be
payable  in  an  equal  number of shares of  Stock  in  a  single
distribution  made  at  each such time (no more  frequently  than
annually)   specified  by  the  Non-Employee  Director   in   the
applicable   Deferral  Election,  provided  that  the  designated
payment date with respect to any election must be no earlier than
twelve  (12)  months following the establishment of the  affected
Stock Unit.

IV - DIVIDEND EQUIVALENT PAYMENTS
- - - ---------------------------------
 .1    Dividend Equivalent Payments.  In the event a cash dividend
is   declared  with  respect  to  Stock,  the  Account  of   each
participating Non-Employee Director shall be credited with  Stock
Units  ("Dividend Equivalent Payment") equal to  the  product  of
(i)  the  per-share cash dividend payable with  respect  to  each
share  of Stock on such date, and (ii) the total number of  Stock
Units credited to his Account as of the record date corresponding
to  such  dividend payment date, divided by the closing price  of
the  Stock  on  the  National Association of  Securities  Dealers
Automated  Quotation System (or any national stock exchange  upon
which  the Stock may hereafter become listed) on the record  date
corresponding to such dividend.

V - DELIVERY OF STOCK CERTIFICATES
- - - ----------------------------------
 .1    Stock Unit Payments. The Company shall issue and deliver to
the  Non-Employee  Director a Stock certificate  for  payment  of
Stock  Units as soon as practicable following the date  on  which
Stock Units are payable.

VI - STOCK
- - - ----------
 .1    Stock.  The Aggregate number of shares of Stock that may be
issued  under  the Plan shall not exceed fifty thousand  (50,000)
shares,  unless such number of shares is adjusted as provided  in
Article  VII  of  this Plan or increased by an amendment  to  the
Plan.

VII - ADJUSTMENT UPON CHANGES IN CAPITALIZATION
- - - -----------------------------------------------
 .1    Adjustment Upon Changes in Capitalization.  In the event of
a  stock  dividend, stock split or combination, reclassification,
recapitalization or other capital adjustment of shares of  Stock,
the  number  of  Stock  Units  credited  to  Accounts  shall   be
appropriately adjusted to account for the change.  No  fractional
shares of Stock shall be issued under the Plan on account of  any
adjustment specified herein.  The Stock Units created pursuant to
this  Plan shall not affect in any way the right or power of  the
Company  to issue additional Stock or other securities,  to  make
adjustments, reclassifications, reorganizations or other  changes
in  its  corporate, capital or business structure, to participate
in  a merger, consolidation or share exchange or to transfer  its
assets or dissolve or liquidate.

VIII - TERMINATION OR AMENDMENT OF PLAN
- - - ---------------------------------------
 .1    In  General.  The Board of Directors of the Company may  at
any  time terminate, suspend or amend this Plan.  However, except
as  otherwise  determined by the Board, no such  amendment  shall
become effective without the approval of the stockholders of  the
Company  to the extent stockholder approval is required in  order
to comply with Rule 16b-3 under the 1934 Act.

 .2    Amendment No More than Once in Six Months. Those provisions
of  this  Plan  that set forth the amounts and  the  formula  for
determining the amounts, prices and timing of Stock Units may not
be amended more than once every six (6) months.

 .3    Written  Consents.  No amendment may adversely  affect  the
right  of  any  Non-Employee Director to  receive  any  Stock  or
Dividend Equivalent Payment pursuant to an outstanding Stock Unit
without the written consent of such Non-Employee Director.

IX - GOVERNMENT REGULATIONS
- - - ---------------------------
 .1    Government Regulations.

      (a) The  obligations  of  the Company to  issue  any  Stock
          granted  under  this  Plan  shall  be  subject  to  all
          applicable   laws,  rules  and  regulations   and   the
          obtaining   of   all  such  approvals  by  governmental
          agencies  as may be deemed necessary or appropriate  by
          the Board of Directors of the Company.

      (b) Except  as  otherwise provided in Article VII  of  this
          Plan,  the Board of Directors of the Company  may  make
          such  changes  as  may be necessary or  appropriate  to
          comply   with   the  rules  and  regulations   of   any
          governmental authority.

X - MISCELLANEOUS
- - - -----------------
 .1    Unfunded Plan.  The Plan shall be unfunded with respect  to
the Company's obligation to pay any amounts due pursuant to Stock
Units  and  Dividend  Equivalent  Payments,  and  a  Non-Employee
Director's  rights to receive any payment of any  Stock  Unit  or
Dividend Equivalent Payment shall be not greater than the  rights
of an unsecured general creditor of the Company.

 .2    Assignment; Encumbrances. The right to receive payment with
respect  to  a  Stock Unit under this Plan is not  assignable  or
transferable and shall not be subject to any encumbrances, liens,
pledges  or  charges of the Non-Employee Director or his  or  her
creditors.   Any  attempt to assign, transfer or hypothecate  any
Stock Unit or any right to receive a Stock unit shall be void and
of no force and effect whatsoever.

 .3    Changes of Control, Acceleration of Right to Receive Stock.

      (a) Notwithstanding anything in the Director Deferral  Plan
          to  the  contrary,  in the event a  Change  of  Control
          occurs, then all vested stock units held in account for
          participating   directors  shall   become   immediately
          payable  in  the  form of Stock  on  the  date  of  the
          occurrence of such Change of Control.

      (b) "Change of Control" shall mean the occurrence of any of
          the following events:

                     (i)  any "person" or "group" of persons,  as
               such  terms are used in Section 13 and 14  of  the
               1934  Act,  other than any employee  benefit  plan
               sponsored  by the Company, becomes the "beneficial
               owner", as such term is used in Section 13 of  the
               1934  Act, of twenty percent (20%) or more of  the
               outstanding shares of the Company's Stock entitled
               to vote for the election of directors; or

                    (ii) any shares of any class of the Company's
               Stock  are  purchased  pursuant  to  a  tender  or
               exchange offer other than an offer by the Company;
               or

                     (iii)     the approval by the requisite vote
               of  the  Company's  stockholders  of  any  merger,
               consolidation,  sale  of  assets,  liquidation  or
               reorganization as a result of which  the  Company
               will not survive as a publicly-owned corporation.

 .4    Designation of Beneficiaries.  A Non-Employee Director  may
designate   a   beneficiary  or  beneficiaries  to  receive   any
distributions under the Plan upon his or her death.

 .5    Applicable   Law.     The  validity,   interpretation   and
administration   of   this  Plan  and  any  rules,   regulations,
determinations or decisions made hereunder, and the rights of any
and all persons having or claiming to have any interest herein or
hereunder, shall be determined exclusively in accordance with the
laws  of the State of Texas, without regard to the choice of laws
provisions thereof.

 .6    Headings.   The  headings in this Plan  are  for  reference
purposes  only and shall not affect the meaning or interpretation
of this Plan.

 .7    Notices. All notices or other communications given pursuant
to  this Plan shall be in writing and shall be sufficiently given
if  hand-delivered or mailed by certified mail, addressed to  any
Non-Employee Director at the address contained in the records  of
the Company or to the Company at its principal office.

XI - EFFECTIVE DATE OF PLAN
- - - ---------------------------
 .1   Effective Date of Plan.  This Plan shall become effective on
the  date on which it is adopted by the Board of Directors of the
Company,  subject,  however, to the approval by  the  affirmative
vote  of  the  holders  of  a  majority  of  the  votes  cast  by
stockholders of the Company present, or represented and  entitled
to  vote, at the next annual meeting of the stockholders  of  the
Company  duly  held in accordance with the laws of the  State  of
Delaware.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 38277}]
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As  filed with the Securities and Exchange Commission on June  3,
1996

                                      Registration No. 33-_______

               SECURITIES AND EXCHANGE COMMISSION
                                
                     WASHINGTON, D.C. 20549
                     ______________________
                                
                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                     ______________________
                                
                 TANDY BRANDS ACCESSORIES, INC.
     (Exact name of registrant as specified in its charter)
                                
          Delaware                                75-2349915
- - - ------------------------------------        -----------------------
(State   or  other  jurisdiction  of        (I.R.S.  Employer
   incorporation or organization)               Identification No.)
      

690 East Lamar Blvd., Suite 200, Arlington, Texas         76011
- - - --------------------------------------------------      ----------
    (Address of principal executive offices)            (zip code)

                     ______________________

       TANDY BRANDS ACCESSORIES, INC. 1995 STOCK DEFERRAL
                PLAN FOR NON-EMPLOYEE DIRECTORS
                    (Full title of the plan)
                     ______________________

                          R. Bruce Cole
                 690 East Lamar Blvd., Suite 200
                    Arlington, Texas   76011
             (Name and address of agent for service)
                                
                         (817) 548-0090
  (Telephone number, including area code, of agent for service)
                     ______________________

               CALCULATION OF REGISTRATION FEE
                               Proposed    Proposed        
    Title of                    Maximum    Maximum    Amount of
   Securities      Amount to   Offering   Aggregate   Registrat
     to be            be         Price     Offering      ion
   Registered     Registered   Per Share    Price        Fee
- - - -----------------------------------------------------------------
 Common Stock,      
par value $1.00
   per share        50,000      $8.25*    $412,500*    $142.24

* Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(h).  Pursuant to Rule 457(h), this    
estimate is based upon the average of the high and low prices of
the Registrant's common stock, $1.00 par value per share, on May 31,   
1996 (as reported on the National Market System of The Nasdaq Stock 
Market).

PART I.
- - - -------

        INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

1.     Plan Information.*

2.     Registrant   Information  and   Employee   Plan   Annual
Information.*
     _____________________________________________________________

     *     Information  required by Part I  of  Form  S-8  to  be
     contained  in  a  prospectus  meeting  the  requirements  of
     Section 10(a) of the Securities Act of 1933 is omitted from this
     Registration Statement in accordance with Rule 428 under the
     Securities Act of 1933 and the Note to Part I of Form S-8.

PART II.
- - - --------

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.     Incorporation of Documents by Reference.

           The  documents  listed in (a) through  (c)  below  are
incorporated by reference in this Registration Statement:

               (a)       The Registrant's latest annual report filed pursuant to
     Section 13(a) or 15(d) of the Securities Exchange Act of 1934
     (the "Exchange Act");
     
               (b)       All other reports filed by the Registrant pursuant to
     Section 13(a) or 15(d) of the Exchange Act since the end of the
     fiscal  year  covered by the Registrant's annual  report  or
     prospectus referred to in (a) above; and
     
               (c)       The description of the Registrant's capital stock
     contained in the registration statement on Form 8-A under the
     Exchange Act (Registration No. 0-18927) filed by the Registrant
     with the Securities and Exchange Commission.
     
           In  addition,  all  documents  subsequently  filed  by
the   Registrant  pursuant  to  Sections  13(a),  13(c),  14   or
15(d)   of   the  Exchange  Act,  prior  to  the  filing   of   a
post-effective  amendment  which indicates  that  all  securities
offered   hereby   have  been  sold  or  which  deregisters   all
securities  then  remaining  unsold,  shall  be  deemed   to   be
incorporated  by  reference  into  this  Registration   Statement
and  to  be  a  part  hereof from the  date  of  filing  of  such
documents.

4.     Description of Securities.

          Not applicable.

5.     Interests of Named Experts and Counsel.

          Not applicable.

6.     Indemnification of Directors and Officers.

          Section 145 of the General Corporation Law of the State
of  Delaware  provides  generally and in pertinent  part  that  a
Delaware  corporation  may indemnify its directors  and  officers
against  expenses, judgments, fines and settlements actually  and
reasonably  incurred  by  them  in  connection  with  any  civil,
criminal, administrative, or investigative suit or action  except
action  by  or in the right of the corporation if, in  connection
with  the  matters in issue, they acted in good faith  and  in  a
manner  they reasonably believed to be in or not opposed  to  the
best  interests  of the corporation, and in connection  with  any
criminal suit or proceeding, if in connection with the matters in
issue, they had no reasonable cause to believe their conduct  was
unlawful.  Section 145 further provides that in  connection  with
the defense or settlement of any action by or in the right of the
corporation,  a Delaware corporation may indemnify its  directors
and officers against expenses actually and reasonably incurred by
them  if, in connection with the matters in issue, they acted  in
good faith, and in a manner they reasonably believed to be in  or
not opposed to the best interests of the corporation, except that
no  indemnification may be made with respect to any claim,  issue
or  matter  as to which such person has been adjudged liable  for
negligence or misconduct unless the Delaware Court of Chancery or
other court in which such action or suit is brought approves such
indemnification.    Section  145  further  permits   a   Delaware
corporation to grant its directors and officers additional rights
of indemnification through bylaw provisions and otherwise, and to
purchase  indemnity  insurance on behalf  of  its  directors  and
officers.

           Consistent with applicable provisions of Delaware law,
the Registrant's Certificate of Incorporation limits a director's
monetary  liability  to the Registrant or  its  stockholders  for
breach  of  fiduciary duty, except for situations  entailing  bad
faith,  intentional  misconduct, unlawful  dividend  payments  or
stock  repurchases, acquisition of improper personal  benefit  or
breach  of duty of loyalty.  Future amendments to such provisions
of  Delaware law will automatically be applied to the  Registrant
without  any  requirement of stockholder approval.  Consequently,
such  amendments  could  result in the  expansion  of  directors'
protections under such exculpation provisions without  additional
consideration by stockholders.  As a result of inclusion of  this
provision, stockholders may be unable to recover monetary damages
against  directors  for  actions which constitute  negligence  or
gross  negligence  or which are in violation of  their  fiduciary
duties, although it may be possible to obtain injunctive or other
equitable  relief  with  respect to such actions.   If  equitable
remedies  are found not to be available to stockholders  for  any
particular  case, stockholders may not have any effective  remedy
against  the challenged conduct.  Thus, directors have a personal
stake,  at  the  potential  expense  of  stockholders,  in   such
exculpation   provisions  of  the  Registrant's  Certificate   of
Incorporation.   Such  exculpation  provisions  would  not  limit
directors'  liability  for violation of  the  federal  securities
laws.  Such provisions also do not apply to officers who are  not
directors of the Registrant.

           Article  XIII of the Bylaws of the Registrant provides
that each director and officer of the Registrant, whether then in
office or not (and such person's heirs and administrators), shall
be  reimbursed by the Registrant to the full extent permitted  by
Section  145  of  the General Corporation Law  of  the  State  of
Delaware for all reasonable expenses incurred by or imposed  upon
him  or  her  in connection with, or resulting from, any  action,
suit  or  proceeding to which he or she may be made  a  party  by
reason  of such person being or having been a director or officer
of  the  Registrant  or  any of its subsidiaries,  or  any  other
corporation,  at the request of the Registrant. Article  XIII  of
the  Registrant's  Bylaws also provides that the  Registrant  may
make  such reimbursement in the event of a settlement of any such
action, suit or proceeding prior to final adjudication when  such
settlement appears to be in the interest of the Registrant.

           Article  XIII of the Registrant's Bylaws also provides
that  the  rights to indemnification and the payment of  expenses
provided thereby shall not be exclusive of any other right  which
any  person  may have or acquire under any statute, provision  of
the  Registrant's  Certificate of  Incorporation  or  Bylaws,  or
otherwise.   Any  repeal or  modification of such indemnification
provisions shall not adversely affect any right or protection  of
a  director  or  officer  with respect to  any  conduct  of  such
director   or   officer  occurring  prior  to  such   repeal   or
modification.

           The  Registrant intends to maintain insurance, at  its
expense,  to  protect itself and any of its directors,  officers,
employees   or  agents  covered  thereby  against  any   expense,
liability or loss, whether or not the Registrant would  have  the
power to indemnify such person against such expense, liability or
loss  under  the  Delaware  law, so long  as  such  insurance  is
available at reasonable rates.

           The  Registrant  has entered into  an  Indemnification
Agreement  (herein  so  called) with each of  its  directors  and
officers.    The  Indemnification  Agreement  provides   to   the
directors of the Registrant, and to the others with whom  it  may
be  entered  into,  substantially broader indemnity  rights  than
provided under the present indemnity provision contained  in  the
Registrant's Bylaws.  A significant difference is that, under the
Indemnification  Agreement, indemnity, unlimited  in  amount,  is
provided  to  directors  and  officers  to  the  fullest   extent
permitted by law for judgments and amounts paid in settlement  of
actions  against  them by or on behalf of the  Registrant,  while
under  the existing Bylaw provision, indemnity in such action  is
not  provided except for expenses under certain conditions.   The
Indemnification  Agreement  will  not,  however,  indemnify   any
director  for fraudulent or willful misconduct or for liabilities
relating  to  certain violations of federal or  state  securities
laws.

           The  standard of conduct required of the  director  or
officer  for indemnification under the Indemnification  Agreement
remains the same as is currently prescribed by law.  However, the
provisions relating to the determination of whether a  person  is
entitled  to  indemnification are more expansive than  under  the
current Bylaw provision by making the Registrant responsible  for
all  costs  associated with the determination, establishing  time
limits   within  which  the  determination  must  be   made   and
establishing   procedures  for  testing  the  reasonableness   of
incurred expenses against which the officer or director  will  be
indemnified.    The  Indemnification  Agreement   also   provides
directors  and officers with protections during the determination
process  in  the  event  there is a  change  in  control  of  the
Registrant  or  its Board of Directors, and grants directors  and
officers certain rights to appeal a denial of indemnification  to
stockholders  of  the  Registrant or  to  a  court  of  competent
jurisdiction.   A  director or officer will  be  deemed  to  have
satisfied the  requisite standard of conduct if his actions  were
based  upon  the  records of the Registrant, or upon  information
supplied  by  the  officers  of the  Registrant,  legal  counsel,
outside accountants or appraisers.

7.     Exemption from Registration Claimed.

          Not applicable.

8.     Exhibits.

            The  exhibits  furnished  pursuant  to  Item  601  of
Regulation  S-K  are listed on the Exhibit Index attached  hereto
preceding immediately the exhibits filed herewith.

9.     Undertakings.

(a)       The undersigned Registrant hereby undertakes:

          (1)  to file, during any period in which offers or sales are
          being made, a post-effective amendment to this Registration
          Statement:
     
          (i)            to include any prospectus required by Section
               10(a)(3) of the Securities Act of 1933;

          (ii)           to reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in the Registration Statement;

         (iii)          to include any material information with respect
               to the plan of distribution not previously disclosed in the
               Registration Statement or any material change to such information
               in the Registration Statement;

provided,  however, that paragraphs (a)(1)(i) and  (a)(1)(ii)  do
not apply if the Registration Statement is on Form S-3 or Form S-
8,  and  the  information  required to be  included  in  a  post-
effective amendment by those paragraphs is contained in  periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d)  of the Exchange Act that are incorporated by reference  in
the Registration Statement.

          (2)  that, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.
     
          (3)  to remove from registration by means of a post-effective
          amendment any of the securities being registered which remain
          unsold at the termination of the offering.
     
             The   Registrant   hereby   undertakes   that,   for
purposes  of  determining  any  liability  under  the  Securities
Act  of  1933,  each  filing  of the Registrant's  annual  report
pursuant  to  Section 13(a) or Section 15(d)  of  the  Securities
Exchange  Act  of  1934  that  is incorporated  by  reference  in
the   Registration  Statement  shall  be  deemed  to  be  a   new
registration   statement  relating  to  the  securities   offered
therein,  and  the  offering  of such  securities  at  that  time
shall   be   deemed  to  be  the  initial  bona   fide   offering
thereof.

           Insofar  as  indemnification for  liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers  and controlling persons of the Registrant  pursuant  to
the  foregoing provisions, or otherwise, the Registrant has  been
advised  that  in the opinion of the Securities and Exchange  Com
mission   such  indemnification  is  against  public  policy   as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
Registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the securities being registered,  the
Registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.

                           SIGNATURES

The Registrant.  Pursuant  to  the requirements of the Securities 
Act of 1933,  the  Registrant  certifies that  it has  reasonable 
grounds to believe  that it  meets all  of  the  requirements for 
filing  on  Form  S-8  and  has  duly  caused  this  Registration 
Statement to be signed on its behalf by the undersigned, thereunto  
duly authorized,  in  the  City  of Arlington, State of Texas, on 
June 3, 1996.

                              TANDY BRANDS ACCESSORIES, INC.
                              
                              
                              By: /s/ J.S.B. Jenkins
                              ------------------------------------
                              J.S.B. Jenkins, President,
                              Chief Executive Officer and Director
                              
                              

POWER OF ATTORNEY

Each  person  whose  signature  appears below hereby  constitutes 
and  appoints  J.S.B.  Jenkins  and  R.   Bruce   Cole,   and    
each  of  them,  his  true  and   lawful  attorneys-in-fact and 
agents,  with  full  power  of  substitution  and resubstitution, 
for  him  and  in  his  name,  place and  stead,  in   any
and  all  capacities,  to sign any and all amendments  (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents  in
connection   therewith,   with  the   Securities   and   Exchange
Commission,  and  hereby  grants to  such  attorneys-in-fact  and
agents,  and  each of them, full power and authority  to  do  and
perform  each and every act and thing requisite and necessary  to
be  done,  as  fully to all intents and purposes as he  might  or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact  and agents or any of them,  or  their  or  his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons 
in the capacities and on the dates indicated.

Signature and Title                                   Date
- - - --------------------------------------            ------------
/s/    J.S.B. Jenkins                             June 3, 1996
J.S.B. Jenkins
President, Chief Executive Officer and
Director (Principal Executive Officer)

/s/    Clayton  E. Niles                          June 3, 1996
Clayton E. Niles
Chairman of the Board

/s/    James F. Gaertner                          June 3, 1996
James F. Gaertner
Director

/s/    C.A. Rundell, Jr.                          June 3, 1996
C.A. Rundell, Jr.
Director

/s/    Robert E. Runice                           June 3, 1996
Robert E. Runice
Director

/s/    R. Bruce Cole                              June 3, 1996
R. Bruce Cole
Corporate Vice President and
Chief Financial Officer (Principal
Financial and Accounting Officer)

                         EXHIBIT INDEX

                                   
                                               Incorporated by Reference
                                                   (If applicable)
Exhibit Number and Description             Form    Date    Reg. No.  Exhibit
- - - ----------------------------------         ----  -------- ---------- -------

(4) Instruments defining the rights
of security holders, including
indentures

    4.1  Certificate of
         Incorporation of Tandy
         Brands Accessories, Inc.          S-1   11/02/90 33-37588     3.1

    4.2  Certificate of Designations,
         Powers, Preferences and
         Rights of Series A Junior
         Participating Cumulative
         Preferred Stock of Tandy 
         Brands Accessories, Inc.          S-1   11/02/90 33-37588     4.1

    4.3  Form of Common Stock
         certificate of Tandy
         Brands Accessories, Inc.          S-1   11/02/90 33-37588     4.2

    4.4  Form of Preferred Share
         Purchase Rights certificate
         of Tandy Brands 
         Accessories, Inc.                 S-1   11/02/90 33-37588     4.3

    4.5  Rights Agreement dated
         November 7, 1990,
         between Tandy Brands
         Accessories, Inc.
         and First National
         Bank of Boston                    S-1   11/02/90 33-37588    10.5

(5) Opinion regarding legality

     5.1 Opinion of Winstead
         Sechrest & Minick P.C.            N/A      N/A     N/A        N/A

(23) Consents of experts and
     counsel

     23.1 Consent of 
          Ernst & Young LLP                N/A      N/A     N/A        N/A

     23.2 Consent of Winstead
          Sechrest & Minick P.C.
          (included in Exhibit
          5.1)                             N/A      N/A     N/A        N/A

(24) Power of attorney

     24.1 Power of Attorney
          (included on Page II-7)          N/A      N/A     N/A        N/A

(99) Additional exhibits

     99.1 Tandy Brands Accessories,
          Inc. 1995 Stock Deferral
          Plan for Non-Employee
          Directors                        N/A      N/A     N/A        N/A
                                                

                          Exhibit 5.1
                          -----------

                 Consent of Independent Auditors

We  consent to the incorporation by reference in the Form S-8 Reg
istration  Statement pertaining to the Tandy Brands  Accessories,
Inc.  1995 Stock deferral Plan for Non-Employee Directors of  our
reports,  dated August 5, 1995, with respect to the  consolidated
financial   statements   of   Tandy  Brands   Accessories,   Inc.
incorporated  by reference in its Annual report (Form  10-K)  for
the  year ended June 30, 1995 and the related financial statement
schedule included therein, filed with the Securities and Exchange
Commission.

                              /s/  Ernst & Young LLP
                              ----------------------
                              Ernst & Young

Fort Worth, Texas
June 3, 1996

                          Exhibit 23.1
                          ------------
                                                   (214) 745-5400

                          May 30, 1996

Tandy Brands Accessories, Inc.
690 East Lamar Boulevard, Suite 200
Arlington, Texas 76011

Gentlemen:

      Tandy Brands Accessories, Inc., a Delaware corporation (the
"Company"), is today transmitting for filing with the  Securities
and   Exchange   Commission  (the  "Commission")   a   Form   S-8
Registration Statement (the "Registration Statement")  under  the
Securities  Act of 1933, as amended (the "Act"), with respect  to
the registration of 50,000 shares (the "Shares") of common stock,
$1.00  par  value per share (the "Common Stock"), of the  Company
which  may  be  issued pursuant to the Tandy Brands  Accessories,
Inc.  1995  Stock Deferral Plan for Non-Employee  Directors  (the
"Plan").

      In rendering the opinion expressed herein, we have examined
the following:

                    (i)    the Plan;

                    (ii)   the   Certificate    of
               Incorporation  of the Company  and  all
               amendments thereto;

                    (iii)  the Bylaws of  the
               Company, as amended;

                    (iv)   minutes of meetings  or
               unanimous  consents  in   lieu   of
               meetings of the Company's board  of
               directors and stockholders; and

                    (v)    such  other  corporate
               records and documents, certificates
               of  corporate and public  officials
               and  statutes  as  we  have  deemed
               necessary for the purposes of  this
               opinion.

     In  such examination, we have assumed the genuineness of all
signatures, the authenticity of all corporate records,  documents
and  instruments submitted to us as originals, the conformity  to
original documents of all documents submitted to us as conformed,
certified or photostatic copies thereof, and the authenticity  of
the originals of such photostatic, certified or conformed copies.
We  have  assumed compliance both in the past and in  the  future
with  the  terms  of the Plan by the Company and  its  employees,
officers,  Board  of Directors and any committee  and/or  trustee
appointed to administer the Plan.

     Based upon the foregoing and in reliance thereon, we are  of
the opinion that the Shares, when distributed pursuant to and  in
accordance  with  the terms of the Plan, will be validly  issued,
fully paid and nonassessable shares of Common Stock.

     This  firm consents to the filing of this opinion  with  the
Commission  as  Exhibit  5.1 to the Registration  Statement.   In
giving  such  consent, we do not admit that we  come  within  the
category of persons whose consent is required by Section 7 of the
Act or the rules and regulations of the Commission thereunder.

                              Very truly yours,
                              
                              WINSTEAD SECHREST & MINICK P.C.
                              
                              
                              By:/s/ Darrel A. Rice
                                 ----------------------------
                                 Darrel A. Rice
                              
                              

                          Exhibit 99.1
                          ------------

                 TANDY BRANDS ACCESSORIES, INC.

      1995 STOCK DEFERRAL PLAN FOR NON-EMPLOYEE DIRECTORS

I - PURPOSE OF PLAN
- - - -------------------

 .1    Purpose  of  Plan.   Tandy Brands  Accessories,  Inc.  (the
"Company")  has adopted the Tandy Brands Accessories,  Inc.  1995
Stock  Deferral Plan for Non-Employee Directors (the  "Plan")  to
provide  to members of the Board of Directors of the Company  who
are  not  employees  of the Company or any of its  affiliates  or
subsidiaries ("Non-Employee Directors") an election to defer (the
"Deferral  Election")  receipt  of  annual  and  committee  chair
retainer fees ("Retainer Fees") and for payment of such  fees  in
units  ("Stock  Units")  equivalent to shares  of  the  Company's
Common Stock, $1.00 par value per share (the "Stock").  The  Plan
is  intended  to  provide Non-Employee Directors  with  a  larger
equity  interest  in the Company in order to attract  and  retain
well-qualified individuals to serve as Non-Employee Directors and
to   enhance  the  identity  of  interests  between  Non-Employee
Directors and the stockholders of the Company.

II - ELIGIBILITY AND PARTICIPATION
- - - ----------------------------------
 .1    Eligibility and Participation.  Only Non-Employee Directors
shall  be  eligible to participate in the Plan, and participation
in  the Plan is subject to irrevocable Deferral Elections as  set
forth hereinafter.

III - DEFERRAL ELECTIONS
- - - ------------------------
 .1    Deferral of Retainer Fees.

      (a)  Deferral Elections.  Commencing on the effective  date
of  the  Plan,  payment of the Retainer Fees may be  deferred  by
election  of  the  Non-Employee  Director.   Each  such  Deferral
Election  of  the Retainer Fees shall be made at  least  six  (6)
months  in  advance of the date such election is to be  effective
and  shall  be  irrevocable except upon a subsequent  irrevocable
election that takes effect at least six (6) months after the date
of  such  subsequent election, to the extent necessary to satisfy
the   requirements  of  Rule  16b-3(d)  promulgated   under   the
Securities Exchange Act of 1934 ("1934 Act"), as the same may  be
hereafter amended.

      (b)  Crediting  Stock Units to Accounts.  Amounts  deferred
pursuant  to  Section  3.1(a) shall be credited  quarterly  to  a
bookkeeping reserve account maintained by the Company ("Account")
in Stock Units.  The number of Stock Units credited to an Account
with  respect  to  any  Non-Employee  Director  shall  equal  any
deferred cash amount divided by the average closing price of  the
Stock on the National Association of Securities Dealers Automated
Quotation  System (or any national stock exchange upon which  the
Stock  may  hereafter become listed) for each day of the  quarter
during  which such cash amount would have been paid but  for  the
Deferral Election pursuant to Section 3.1(a).

      (c)  Fully Vested Stock Units.  All Stock Units credited to
a  Non-Employee Director's Account pursuant to this  Article  III
shall be at all times fully vested and nonforfeitable.

      (d)  Payment  of  Stock Units.  Stock Units credited  to  a
Non-Employee  Director's Account pursuant to the  Plan  shall  be
payable  in  an  equal  number of shares of  Stock  in  a  single
distribution  made  at  each such time (no more  frequently  than
annually)   specified  by  the  Non-Employee  Director   in   the
applicable   Deferral  Election,  provided  that  the  designated
payment date with respect to any election must be no earlier than
twelve  (12)  months following the establishment of the  affected
Stock Unit.

IV - DIVIDEND EQUIVALENT PAYMENTS
- - - ---------------------------------
 .1    Dividend Equivalent Payments.  In the event a cash dividend
is   declared  with  respect  to  Stock,  the  Account  of   each
participating Non-Employee Director shall be credited with  Stock
Units  ("Dividend Equivalent Payment") equal to  the  product  of
(i)  the  per-share cash dividend payable with  respect  to  each
share  of Stock on such date, and (ii) the total number of  Stock
Units credited to his Account as of the record date corresponding
to  such  dividend payment date, divided by the closing price  of
the  Stock  on  the  National Association of  Securities  Dealers
Automated  Quotation System (or any national stock exchange  upon
which  the Stock may hereafter become listed) on the record  date
corresponding to such dividend.

V - DELIVERY OF STOCK CERTIFICATES
- - - ----------------------------------
 .1    Stock Unit Payments. The Company shall issue and deliver to
the  Non-Employee  Director a Stock certificate  for  payment  of
Stock  Units as soon as practicable following the date  on  which
Stock Units are payable.

VI - STOCK
- - - ----------
 .1    Stock.  The Aggregate number of shares of Stock that may be
issued  under  the Plan shall not exceed fifty thousand  (50,000)
shares,  unless such number of shares is adjusted as provided  in
Article  VII  of  this Plan or increased by an amendment  to  the
Plan.

VII - ADJUSTMENT UPON CHANGES IN CAPITALIZATION
- - - -----------------------------------------------
 .1    Adjustment Upon Changes in Capitalization.  In the event of
a  stock  dividend, stock split or combination, reclassification,
recapitalization or other capital adjustment of shares of  Stock,
the  number  of  Stock  Units  credited  to  Accounts  shall   be
appropriately adjusted to account for the change.  No  fractional
shares of Stock shall be issued under the Plan on account of  any
adjustment specified herein.  The Stock Units created pursuant to
this  Plan shall not affect in any way the right or power of  the
Company  to issue additional Stock or other securities,  to  make
adjustments, reclassifications, reorganizations or other  changes
in  its  corporate, capital or business structure, to participate
in  a merger, consolidation or share exchange or to transfer  its
assets or dissolve or liquidate.

VIII - TERMINATION OR AMENDMENT OF PLAN
- - - ---------------------------------------
 .1    In  General.  The Board of Directors of the Company may  at
any  time terminate, suspend or amend this Plan.  However, except
as  otherwise  determined by the Board, no such  amendment  shall
become effective without the approval of the stockholders of  the
Company  to the extent stockholder approval is required in  order
to comply with Rule 16b-3 under the 1934 Act.

 .2    Amendment No More than Once in Six Months. Those provisions
of  this  Plan  that set forth the amounts and  the  formula  for
determining the amounts, prices and timing of Stock Units may not
be amended more than once every six (6) months.

 .3    Written  Consents.  No amendment may adversely  affect  the
right  of  any  Non-Employee Director to  receive  any  Stock  or
Dividend Equivalent Payment pursuant to an outstanding Stock Unit
without the written consent of such Non-Employee Director.

IX - GOVERNMENT REGULATIONS
- - - ---------------------------
 .1    Government Regulations.

      (a) The  obligations  of  the Company to  issue  any  Stock
          granted  under  this  Plan  shall  be  subject  to  all
          applicable   laws,  rules  and  regulations   and   the
          obtaining   of   all  such  approvals  by  governmental
          agencies  as may be deemed necessary or appropriate  by
          the Board of Directors of the Company.

      (b) Except  as  otherwise provided in Article VII  of  this
          Plan,  the Board of Directors of the Company  may  make
          such  changes  as  may be necessary or  appropriate  to
          comply   with   the  rules  and  regulations   of   any
          governmental authority.

X - MISCELLANEOUS
- - - -----------------
 .1    Unfunded Plan.  The Plan shall be unfunded with respect  to
the Company's obligation to pay any amounts due pursuant to Stock
Units  and  Dividend  Equivalent  Payments,  and  a  Non-Employee
Director's  rights to receive any payment of any  Stock  Unit  or
Dividend Equivalent Payment shall be not greater than the  rights
of an unsecured general creditor of the Company.

 .2    Assignment; Encumbrances. The right to receive payment with
respect  to  a  Stock Unit under this Plan is not  assignable  or
transferable and shall not be subject to any encumbrances, liens,
pledges  or  charges of the Non-Employee Director or his  or  her
creditors.   Any  attempt to assign, transfer or hypothecate  any
Stock Unit or any right to receive a Stock unit shall be void and
of no force and effect whatsoever.

 .3    Changes of Control, Acceleration of Right to Receive Stock.

      (a) Notwithstanding anything in the Director Deferral  Plan
          to  the  contrary,  in the event a  Change  of  Control
          occurs, then all vested stock units held in account for
          participating   directors  shall   become   immediately
          payable  in  the  form of Stock  on  the  date  of  the
          occurrence of such Change of Control.

      (b) "Change of Control" shall mean the occurrence of any of
          the following events:

                     (i)  any "person" or "group" of persons,  as
               such  terms are used in Section 13 and 14  of  the
               1934  Act,  other than any employee  benefit  plan
               sponsored  by the Company, becomes the "beneficial
               owner", as such term is used in Section 13 of  the
               1934  Act, of twenty percent (20%) or more of  the
               outstanding shares of the Company's Stock entitled
               to vote for the election of directors; or

                    (ii) any shares of any class of the Company's
               Stock  are  purchased  pursuant  to  a  tender  or
               exchange offer other than an offer by the Company;
               or

                     (iii)     the approval by the requisite vote
               of  the  Company's  stockholders  of  any  merger,
               consolidation,  sale  of  assets,  liquidation  or
               reorganization as a result of which  the  Company
               will not survive as a publicly-owned corporation.

 .4    Designation of Beneficiaries.  A Non-Employee Director  may
designate   a   beneficiary  or  beneficiaries  to  receive   any
distributions under the Plan upon his or her death.

 .5    Applicable   Law.     The  validity,   interpretation   and
administration   of   this  Plan  and  any  rules,   regulations,
determinations or decisions made hereunder, and the rights of any
and all persons having or claiming to have any interest herein or
hereunder, shall be determined exclusively in accordance with the
laws  of the State of Texas, without regard to the choice of laws
provisions thereof.

 .6    Headings.   The  headings in this Plan  are  for  reference
purposes  only and shall not affect the meaning or interpretation
of this Plan.

 .7    Notices. All notices or other communications given pursuant
to  this Plan shall be in writing and shall be sufficiently given
if  hand-delivered or mailed by certified mail, addressed to  any
Non-Employee Director at the address contained in the records  of
the Company or to the Company at its principal office.

XI - EFFECTIVE DATE OF PLAN
- - - ---------------------------
 .1   Effective Date of Plan.  This Plan shall become effective on
the  date on which it is adopted by the Board of Directors of the
Company,  subject,  however, to the approval by  the  affirmative
vote  of  the  holders  of  a  majority  of  the  votes  cast  by
stockholders of the Company present, or represented and  entitled
to  vote, at the next annual meeting of the stockholders  of  the
Company  duly  held in accordance with the laws of the  State  of
Delaware.