<PAGE>
 
   As filed with the Securities and Exchange Commission on November 14, 1996
                                             Registration No. 33-_______________
________________________________________________________________________________
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               _________________

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              __________________

                                InterTAN, Inc.
            (Exact name of registrant as specified in its charter)

      Delaware                                                75-2130875
 (State or other jurisdiction                                 (I.R.S. Employer
 of incorporation or organization)                        Identification No.)
                                        
             201 Main Street, Suite 1805, Fort Worth, Texas   76102
            (Address of Principal Executive Offices)          (Zip Code)
                              __________________

                     InterTAN, Inc. 1996 Stock Option Plan
                           (Full title of the plan)
                              ___________________

                            David S. Goldberg, Esq.
                 Vice President, Secretary and General Counsel
             201 Main Street, Suite 1805, Fort Worth, Texas  76102
                    (Name and address of agent for service)

                                (817) 348-9701
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
Title of securities            Amount to be        Proposed maximum       Proposed maximum        Amount of
to be registered                registered           offering price        aggregate offering     registration
                                                       per share/(1)/           price/(1)/            fee/(1)/
----------------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>                    <C>                     <C>
Common Stock, par
value $1.00 per share/(2)/     1,500,000 shares        $5.875                 $8,812,500              $2,670.19
----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h); the offering price and registration fee are
based on a price of $5.875 per share, which price is an average of the high and
low prices of the Common Stock on the New York Stock Exchange on November 12,
1996.
(2)  Includes related preferred share purchase rights.
<PAGE>
 
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.             INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration statement
and made a part hereof:
          
          (a)  the registrant's Annual Report on Form 10-K for the year ended 
     June 30, 1996;
 
          (b)  the registrant's Quarterly Report on Form 10-Q for the quarter
     ended September 30, 1996; and 
 
          (c)  the description of the registrant's Common Stock contained in
     Form 10 dated October 2, 1986, filed pursuant to Section 12 of the
     Securities Exchange Act of 1934,as amended.

     In addition, all documents filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, subsequent to
the date of this registration statement and 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 in this registration statement and to be a part
hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.             DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.             INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the issuance of the Common Stock registered hereby will be
passed upon by David S. Goldberg, Esq.,Vice President, Secretary and General
Counsel of the registrant.

                                      II-1
<PAGE>
 
ITEM 6.             INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The registrant is incorporated in the State of Delaware. Under Section 145
of the Delaware General Corporation Law (the "DGCL"), a Delaware corporation has
the power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses and liabilities incurred in any such action, suit or
proceedings so long as they acted in good faith and in a manner that they
reasonably believed to be in, or not opposed to, the best interests of such
corporation, and, with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful. With respect to suits by
or in the right of such corporation, however, indemnification is generally
limited to attorneys' fees and other expenses and is not available if such
person is adjudged to be liable to such corporation unless the court determines
that indemnification is appropriate. Article XIV of the registrant's Amended and
Restated Bylaws provides for mandatory indemnification of directors and officers
to the fullest extent permitted by Section 145 of the DGCL.

     A Delaware corporation also has the power to purchase and maintain
insurance for such persons. The directors and officers of the registrant are
covered by an insurance policy indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, which
might be incurred by them in such capacities and against which they might not be
indemnified by the registrant.

     Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provisions shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. The registrant's Restated Certificate of
Incorporation contains such a provision.

     The above discussion of the registrant's Restated Certificate of
Incorporation and Amended and Restated Bylaws and Sections 102(b)(7) and 145 of
the DGCL is not intended to be exhaustive and is qualified in its entirety by
such Restated Certificate of Incorporation, Amended and Restated Bylaws and
statutes.

ITEM 7.             EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable.

                                      II-2
<PAGE>
 
ITEM 8.             EXHIBITS.

     The following is a list of all exhibits filed as a part of this
registration statement on Form S-8, including those incorporated herein by
reference.

Exhibit No.    Description of Exhibit
-----------    ----------------------

4.1            Restated Certificate of Incorporation of the registrant, as
               amended (incorporated by reference to exhibit 4(a) to the
               registrant's registration statement on Form S-3 File No. 
               33-74314).

4.1.1          Certificate of Amendment of Restated Certificate of Incorporation
               (Filed as Exhibit 3(a)(i) to InterTAN's Annual Report on Form 
               10-K for fiscal year ended June 30, 1995 and incorporated herein
               by reference).

4.2            Certificate of Designation, Preferences and Rights of Series A
               Junior Participating Preferred Stock (filed as exhibit 3(a)(i) to
               registrant's registration statement on Form 10 and incorporated
               by reference herein).

4.3            Amended and Restated Rights Agreement between registrant and The
               First National Bank of Boston (filed as exhibit 4(b) to
               registrant's current report on Form 8-K dated September 25, 1989
               and incorporated by reference herein).

4.4            Trust Indenture dated as of September 20, 1993, between the
               registrant and Montreal Trust Company of Canada, as trustee,
               providing for the issuance of 9% Convertible Subordinated
               Debentures due August 30, 2000 (filed as exhibit 4(c) to the
               registrant's Annual Report on Form 10-K for fiscal year ended
               June 30, 1993, and incorporated herein by reference).

4.5            Warrant Agreement dated as of August 5, 1993, between the
               registrant and Trans World Electronics, Inc., providing for the
               issuance of 1,449,007 Warrants (filed as exhibit 10(h) to the
               registrant's Annual Report on Form 10-K for fiscal year ended
               June 30, 1993, and incorporated herein by reference).

4.6*           InterTAN, Inc. 1996 Stock Option Plan.

4.7*           Forms of Stock Option Agreement for 1996 Stock Option Plan.

5.1*           Opinion of David S. Goldberg, Vice President, Secretary and
               General Counsel of the registrant, as to the legality of the
               securities registered hereby.

23.1*          Consent of Price Waterhouse LLP.

                                      II-3
<PAGE>
 
Exhibit No.    Description of Exhibit
-----------    ----------------------

23.2*          Consent of David S. Goldberg to the use of his opinion filed as
               Exhibit 5.1 (set forth in his opinion filed herewith).

24.1*          Powers of Attorney (included on the signature page of this
               registration statement).

_____________
* Filed herewith


ITEM 9.             UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made of the securities registered hereby, 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 this
     registration statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement; and

          (iii)  To include any material information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this registration statement;

     provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
     and (a)(1)(ii) above do not apply if the information required to be
     included in a post-effective amendment by those paragraphs is contained in
     periodic reports filed with or furnished to the Commission by the
     registrant pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in this
     registration statement.

                                      II-4
<PAGE>
 
          (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.

     (b)  The undersigned registrant hereby further 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 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.

     (c)  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 Commission 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.

                                     II-5
<PAGE>
 
                                  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 Fort Worth, State of Texas, on November 11, 1996.

                                         InterTAN, Inc.


                                         By: /s/ James T. Nichols
                                             -----------------------------------
                                             James T. Nichols
                                             President and Chief
                                             Executive Officer
                                             (Principal Executive Officer)


                               POWER OF ATTORNEY

     We, the undersigned directors and officers of InterTAN, Inc. hereby appoint
James T. Nichols, James G. Gingerich, and David S. Goldberg, each of whom may
act without the joinder of the other, our true and lawful attorneys and agents,
to do any and all acts and things in our name and on our behalf in our
capacities indicated below, which said attorneys and agents, and each of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with this registration
statement, including, without limitation, power of authority to sign for us, or
any of us, in our names in any or all of the capacities indicated below, any and
all amendments (including post-effective amendments) hereto, and we hereby
ratify and confirm all that said attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof.

     Pursuant to the requirement of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons on the dates and
in the capacities indicated.

Signature                        Title                         Date
---------                        -----                         ----


    /s/ James T. Nichols         President, Chief Executive    November 11, 1996
----------------------------
    James T. Nichols             Officer and Director
                                 (Principal Executive Officer)

                                      II-6
<PAGE>
 
    /s/ John A. Capstick         Chairman of the Board         November 11, 1996
----------------------------                                                  
    John A. Capstick             of Directors



   /s/ James G. Gingerich        Senior Vice President         November 11, 1996
----------------------------                                               
   James G. Gingerich            and Chief Financial Officer
                                 (Principal Financial Officer)


    /s/ Douglas C. Saunders      Vice President and            November 11, 1996
----------------------------
    Douglas C. Saunders          Corporate Controller
                                 (Principal Accounting Officer)


    /s/ John H. McDaniel         Director                      November 11, 1996
----------------------------
    John H. McDaniel



----------------------------     Director                      November 11, 1996
    Brian H. Christopher


    /s/ Clark A. Johnson         Director                      November 11, 1996
----------------------------                                              
    Clark A. Johnson


    /s/ Walter F. Loeb           Director                      November 11, 1996
----------------------------                                                
    Walter F. Loeb


    /s/ W. Darcy McKeough        Director                      November 11, 1996
----------------------------                                                
    W. Darcy McKeough


    /s/ Ron G. Stegall           Director                      November 11, 1996
----------------------------                                                
    Ron G. Stegall

                                      II-7
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

Exhibit
Number         Description
------         -----------

4.1            Restated Certificate of Incorporation of the registrant, as
               amended (incorporated by reference to exhibit 4(a) to the
               registrant's registration statement on Form S-3 File No. 
               33-74314).

4.1.1          Certificate of Amendment of Restated Certificate of Incorporation
               (Filed as Exhibit 3(a)(i) to InterTAN's Annual Report on Form 
               10-K for fiscal year ended June 30, 1995 and incorporated herein
               by reference).

4.2            Certificate of Designation, Preferences and Rights of Series A
               Junior Participating Preferred Stock (filed as exhibit 3(a)(i) to
               registrant's registration statement on Form 10 and incorporated
               by reference herein).

4.3            Amended and Restated Rights Agreement between registrant and The
               First National Bank of Boston (filed as exhibit 4(b) to
               registrant's current report on Form 8-K dated September 25, 1989
               and incorporated by reference herein).

4.4            Trust Indenture dated as of September 20, 1993, between the
               registrant and Montreal Trust Company of Canada, as trustee,
               providing for the issuance of 9% Convertible Subordinated
               Debentures due August 30, 2000 (filed as exhibit 4(c) to the
               registrant's Annual Report on Form 10-K for fiscal year ended
               June 30, 1993, and incorporated herein by reference).

4.5            Warrant Agreement dated as of August 5, 1993, between the
               registrant and Trans World Electronics, Inc., providing for the
               issuance of 1,449,007 Warrants (filed as exhibit 10(h) to the
               registrant's Annual Report on Form 10-K for fiscal year ended
               June 30, 1993, and incorporated herein by reference).

4.6*           InterTAN, Inc. 1996 Stock Option Plan.

4.7*           Forms of Stock Option Agreement for 1996 Stock Option Plan.

5.1*           Opinion of David S. Goldberg, Vice President, Secretary and
               General Counsel of the registrant, as to the legality of the
               securities registered hereby.
<PAGE>
 
Exhibit
Number         Description
------         -----------

23.1*          Consent of Price Waterhouse LLP.

23.2*          Consent of David S. Goldberg to the use of his opinion filed as
               Exhibit 5.1 (set forth in his opinion filed herewith).

24.1*          Powers of Attorney (included on the signature page of this
               registration statement).

_____________
* Filed herewith
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23014}]
{"company-data": {"conformed-name": "INTERTAN INC", "cik": "0000803227", "assigned-sic": "5731", "irs-number": "752130875", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16105", "film-number": "96663192"}, "business-address": {"street1": "201 MAIN STREET SUITE 1805", "city": "FORT WORTH", "state": "TX", "zip": "76102", "phone": "8173489701"}, "mail-address": {"street1": "201 MAIN ST", "street2": "STE 1805", "city": "FORT WORTH", "state": "TX", "zip": "76102"}}
As filed with the Securities and Exchange Commission on November 14, 1996
                                             Registration No. 33-_______________
________________________________________________________________________________
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                               _________________

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                              __________________

                                InterTAN, Inc.
            (Exact name of registrant as specified in its charter)

      Delaware                                                75-2130875
 (State or other jurisdiction                                 (I.R.S. Employer
 of incorporation or organization)                        Identification No.)
                                        
             201 Main Street, Suite 1805, Fort Worth, Texas   76102
            (Address of Principal Executive Offices)          (Zip Code)
                              __________________

                     InterTAN, Inc. 1996 Stock Option Plan
                           (Full title of the plan)
                              ___________________

                            David S. Goldberg, Esq.
                 Vice President, Secretary and General Counsel
             201 Main Street, Suite 1805, Fort Worth, Texas  76102
                    (Name and address of agent for service)

                                (817) 348-9701
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------
Title of securities            Amount to be        Proposed maximum       Proposed maximum        Amount of
to be registered                registered           offering price        aggregate offering     registration
                                                       per share/(1)/           price/(1)/            fee/(1)/
----------------------------------------------------------------------------------------------------------------
Common Stock, par
value $1.00 per share/(2)/     1,500,000 shares        $5.875                 $8,812,500              $2,670.19
----------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and 457(h); the offering price and registration fee are
based on a price of $5.875 per share, which price is an average of the high and
low prices of the Common Stock on the New York Stock Exchange on November 12,
1996.
(2)  Includes related preferred share purchase rights.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.             INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration statement
and made a part hereof:
          
          (a)  the registrant's Annual Report on Form 10-K for the year ended 
     June 30, 1996;
 
          (b)  the registrant's Quarterly Report on Form 10-Q for the quarter
     ended September 30, 1996; and 
 
          (c)  the description of the registrant's Common Stock contained in
     Form 10 dated October 2, 1986, filed pursuant to Section 12 of the
     Securities Exchange Act of 1934,as amended.

     In addition, all documents filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, subsequent to
the date of this registration statement and 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 in this registration statement and to be a part
hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.             DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.             INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the issuance of the Common Stock registered hereby will be
passed upon by David S. Goldberg, Esq.,Vice President, Secretary and General
Counsel of the registrant.

                                      II-1
ITEM 6.             INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The registrant is incorporated in the State of Delaware. Under Section 145
of the Delaware General Corporation Law (the "DGCL"), a Delaware corporation has
the power, under specified circumstances, to indemnify its directors, officers,
employees and agents in connection with actions, suits or proceedings brought
against them by a third party or in the right of the corporation, by reason of
the fact that they were or are such directors, officers, employees or agents,
against expenses and liabilities incurred in any such action, suit or
proceedings so long as they acted in good faith and in a manner that they
reasonably believed to be in, or not opposed to, the best interests of such
corporation, and, with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful. With respect to suits by
or in the right of such corporation, however, indemnification is generally
limited to attorneys' fees and other expenses and is not available if such
person is adjudged to be liable to such corporation unless the court determines
that indemnification is appropriate. Article XIV of the registrant's Amended and
Restated Bylaws provides for mandatory indemnification of directors and officers
to the fullest extent permitted by Section 145 of the DGCL.

     A Delaware corporation also has the power to purchase and maintain
insurance for such persons. The directors and officers of the registrant are
covered by an insurance policy indemnifying them against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, which
might be incurred by them in such capacities and against which they might not be
indemnified by the registrant.

     Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director provided that such provisions shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (iv) for any transaction from which the director derived an
improper personal benefit. The registrant's Restated Certificate of
Incorporation contains such a provision.

     The above discussion of the registrant's Restated Certificate of
Incorporation and Amended and Restated Bylaws and Sections 102(b)(7) and 145 of
the DGCL is not intended to be exhaustive and is qualified in its entirety by
such Restated Certificate of Incorporation, Amended and Restated Bylaws and
statutes.

ITEM 7.             EXEMPTION FROM REGISTRATION CLAIMED.
 
     Not applicable.

                                      II-2
ITEM 8.             EXHIBITS.

     The following is a list of all exhibits filed as a part of this
registration statement on Form S-8, including those incorporated herein by
reference.

Exhibit No.    Description of Exhibit
-----------    ----------------------

4.1            Restated Certificate of Incorporation of the registrant, as
               amended (incorporated by reference to exhibit 4(a) to the
               registrant's registration statement on Form S-3 File No. 
               33-74314).

4.1.1          Certificate of Amendment of Restated Certificate of Incorporation
               (Filed as Exhibit 3(a)(i) to InterTAN's Annual Report on Form 
               10-K for fiscal year ended June 30, 1995 and incorporated herein
               by reference).

4.2            Certificate of Designation, Preferences and Rights of Series A
               Junior Participating Preferred Stock (filed as exhibit 3(a)(i) to
               registrant's registration statement on Form 10 and incorporated
               by reference herein).

4.3            Amended and Restated Rights Agreement between registrant and The
               First National Bank of Boston (filed as exhibit 4(b) to
               registrant's current report on Form 8-K dated September 25, 1989
               and incorporated by reference herein).

4.4            Trust Indenture dated as of September 20, 1993, between the
               registrant and Montreal Trust Company of Canada, as trustee,
               providing for the issuance of 9% Convertible Subordinated
               Debentures due August 30, 2000 (filed as exhibit 4(c) to the
               registrant's Annual Report on Form 10-K for fiscal year ended
               June 30, 1993, and incorporated herein by reference).

4.5            Warrant Agreement dated as of August 5, 1993, between the
               registrant and Trans World Electronics, Inc., providing for the
               issuance of 1,449,007 Warrants (filed as exhibit 10(h) to the
               registrant's Annual Report on Form 10-K for fiscal year ended
               June 30, 1993, and incorporated herein by reference).

4.6*           InterTAN, Inc. 1996 Stock Option Plan.

4.7*           Forms of Stock Option Agreement for 1996 Stock Option Plan.

5.1*           Opinion of David S. Goldberg, Vice President, Secretary and
               General Counsel of the registrant, as to the legality of the
               securities registered hereby.

23.1*          Consent of Price Waterhouse LLP.

                                      II-3
Exhibit No.    Description of Exhibit
-----------    ----------------------

23.2*          Consent of David S. Goldberg to the use of his opinion filed as
               Exhibit 5.1 (set forth in his opinion filed herewith).

24.1*          Powers of Attorney (included on the signature page of this
               registration statement).

_____________
* Filed herewith

ITEM 9.             UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made of the securities registered hereby, 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 this
     registration statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
     price represent no more than 20% change in the maximum aggregate offering
     price set forth in the "Calculation of Registration Fee" table in the
     effective registration statement; and

          (iii)  To include any material information with respect to the plan of
     distribution not previously disclosed in this registration statement or any
     material change to such information in this registration statement;

     provided, however, that the undertakings set forth in paragraphs (a)(1)(i)
     and (a)(1)(ii) above do not apply if the information required to be
     included in a post-effective amendment by those paragraphs is contained in
     periodic reports filed with or furnished to the Commission by the
     registrant pursuant to Section 13 or Section 15(d) of the Securities
     Exchange Act of 1934 that are incorporated by reference in this
     registration statement.

                                      II-4
(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.

     (b)  The undersigned registrant hereby further 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 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.

     (c)  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 Commission 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.

                                     II-5
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 Fort Worth, State of Texas, on November 11, 1996.

                                         InterTAN, Inc.

                                         By: /s/ James T. Nichols
                                             -----------------------------------
                                             James T. Nichols
                                             President and Chief
                                             Executive Officer
                                             (Principal Executive Officer)

                               POWER OF ATTORNEY

     We, the undersigned directors and officers of InterTAN, Inc. hereby appoint
James T. Nichols, James G. Gingerich, and David S. Goldberg, each of whom may
act without the joinder of the other, our true and lawful attorneys and agents,
to do any and all acts and things in our name and on our behalf in our
capacities indicated below, which said attorneys and agents, and each of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with this registration
statement, including, without limitation, power of authority to sign for us, or
any of us, in our names in any or all of the capacities indicated below, any and
all amendments (including post-effective amendments) hereto, and we hereby
ratify and confirm all that said attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof.

     Pursuant to the requirement of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons on the dates and
in the capacities indicated.

Signature                        Title                         Date
---------                        -----                         ----

    /s/ James T. Nichols         President, Chief Executive    November 11, 1996
----------------------------
    James T. Nichols             Officer and Director
                                 (Principal Executive Officer)

                                      II-6
/s/ John A. Capstick         Chairman of the Board         November 11, 1996
----------------------------                                                  
    John A. Capstick             of Directors

   /s/ James G. Gingerich        Senior Vice President         November 11, 1996
----------------------------                                               
   James G. Gingerich            and Chief Financial Officer
                                 (Principal Financial Officer)

    /s/ Douglas C. Saunders      Vice President and            November 11, 1996
----------------------------
    Douglas C. Saunders          Corporate Controller
                                 (Principal Accounting Officer)

    /s/ John H. McDaniel         Director                      November 11, 1996
----------------------------
    John H. McDaniel

----------------------------     Director                      November 11, 1996
    Brian H. Christopher

    /s/ Clark A. Johnson         Director                      November 11, 1996
----------------------------                                              
    Clark A. Johnson

    /s/ Walter F. Loeb           Director                      November 11, 1996
----------------------------                                                
    Walter F. Loeb

    /s/ W. Darcy McKeough        Director                      November 11, 1996
----------------------------                                                
    W. Darcy McKeough

    /s/ Ron G. Stegall           Director                      November 11, 1996
----------------------------                                                
    Ron G. Stegall

                                      II-7
EXHIBIT INDEX
                                 -------------

Exhibit
Number         Description
------         -----------

4.1            Restated Certificate of Incorporation of the registrant, as
               amended (incorporated by reference to exhibit 4(a) to the
               registrant's registration statement on Form S-3 File No. 
               33-74314).

4.1.1          Certificate of Amendment of Restated Certificate of Incorporation
               (Filed as Exhibit 3(a)(i) to InterTAN's Annual Report on Form 
               10-K for fiscal year ended June 30, 1995 and incorporated herein
               by reference).

4.2            Certificate of Designation, Preferences and Rights of Series A
               Junior Participating Preferred Stock (filed as exhibit 3(a)(i) to
               registrant's registration statement on Form 10 and incorporated
               by reference herein).

4.3            Amended and Restated Rights Agreement between registrant and The
               First National Bank of Boston (filed as exhibit 4(b) to
               registrant's current report on Form 8-K dated September 25, 1989
               and incorporated by reference herein).

4.4            Trust Indenture dated as of September 20, 1993, between the
               registrant and Montreal Trust Company of Canada, as trustee,
               providing for the issuance of 9% Convertible Subordinated
               Debentures due August 30, 2000 (filed as exhibit 4(c) to the
               registrant's Annual Report on Form 10-K for fiscal year ended
               June 30, 1993, and incorporated herein by reference).

4.5            Warrant Agreement dated as of August 5, 1993, between the
               registrant and Trans World Electronics, Inc., providing for the
               issuance of 1,449,007 Warrants (filed as exhibit 10(h) to the
               registrant's Annual Report on Form 10-K for fiscal year ended
               June 30, 1993, and incorporated herein by reference).

4.6*           InterTAN, Inc. 1996 Stock Option Plan.

4.7*           Forms of Stock Option Agreement for 1996 Stock Option Plan.

5.1*           Opinion of David S. Goldberg, Vice President, Secretary and
               General Counsel of the registrant, as to the legality of the
               securities registered hereby.
Exhibit
Number         Description
------         -----------

23.1*          Consent of Price Waterhouse LLP.

23.2*          Consent of David S. Goldberg to the use of his opinion filed as
               Exhibit 5.1 (set forth in his opinion filed herewith).

24.1*          Powers of Attorney (included on the signature page of this
               registration statement).

_____________
* Filed herewith