<PAGE>

    As filed with the Securities and Exchange Commission on October 12, 2000
                                              Registration Statement No. 333-
================================================================================

                      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 Identification No.)
of incorporation or organization)


       3300 Highway #7, Suite 904                          L4K 4M3
        Concord, Ontario, Canada                        (Postal Code)
(Address of principal executive offices)

                                ---------------

                 InterTAN, Inc. Stock Award Incentive Program
                           (Full title of the Plan)

                                ---------------

                               Jeffrey A. Losch
                         Vice President, Secretary and
                                General Counsel
                          3300 Highway #7, Suite 904
                           Concord, Ontario, Canada
                                (905) 760-9709
           (Name, address and telephone number of agent for service)


                                   Copy to:
                               Ann Marie Cowdrey
                           Thompson & Knight L.L.P.
                        1700 Pacific Avenue, Suite 3300
                              Dallas, Texas 75201
                                (214) 969-1700

                                ---------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================================
      Title of securities to be          Amount to be     Proposed maximum offering         Proposed maximum           Amount of
             registered                 registered(2)         price per share(3)       aggregate offering price(3)  registration fee
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>                           <C>                          <C>
Common Stock, par value $1.00 per
 share(1)....................          60,000 shares                        $11.44                        $686,400              $182
====================================================================================================================================
</TABLE>

(1)  Includes related preferred stock purchase rights.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities
     Act") and based on the average of the high and low prices of the common
     stock reported on the New York Stock Exchange on October 11, 2000.

(3)  Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
     or similar transaction with respect to the shares covered hereby are also
     registered hereunder.
================================================================================
<PAGE>

                                    PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*
          ----------------

Item 2.   Registrant Information and Employee Plan Annual Information.*
          -----------------------------------------------------------

_____________

*         Information required by Part I to be contained in the Section 10(a)
          prospectus 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.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The following documents have been filed by the Registrant with the
Securities and Exchange Commission and are incorporated by reference in this
Registration Statement:

          (1)  the Registrant's Annual Report on Form 10-K for the fiscal year
               ended June 30, 2000;

          (2)  the description of the Common Stock of the Registrant contained
               in the Registration Statement on Form 10 filed under Section
               12(b) of the Securities Exchange Act of 1934 (Registration No.
               001-10062), as filed with the Securities and Exchanged Commission
               on October 2, 1986, including any amendment or report filed for
               the purpose of updating such description; and

          (3)  the description of the Preferred Share Purchase Rights (which
               rights are transferable only with related shares of Common Stock)
               contained in the Registration Statement on Form 8-A filed under
               Section 12(b) of the Securities Exchange Act of 1934
               (Registration No. 001-10062), as filed with the Securities and
               Exchange Commission on September 17, 1999, including any
               amendment or report filed for the purpose of updating such
               description.

          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 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 statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Company
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith. Requests for such
documents should be addressed to InterTAN, Inc., 3300 Highway #7, Suite 904,
Concord, Ontario, Canada L4K 4M3, Attention: Corporate Secretary, (905) 760-
9709.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.


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 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

                                      II-1
<PAGE>

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 By-Laws
provides for mandatory indemnification of directors and officers to the fullest
extent permitted by Section 145 of the DGCL. The Registrant has also
contractually agreed with each of its officers and directors to indemnify such
persons to the fullest extent provided by law.

          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 Certificate of Incorporation
and By-Laws and Section 102(b)(7) and 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by such documents and statutes.


Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not applicable.

Item 8.   Exhibits.
          --------

          The following documents are filed as exhibits to this Registration
          Statement:

               23.1 Consent of PricewaterhouseCoopers, LLP, independent public
                    accountants to incorporation of report by reference.

               24.1 Power of Attorney (included on signature page of this
                    Registration Statement).


Item 9.   Undertakings.
          ------------

          The 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:

                                      II-2
<PAGE>

               (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 this 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
          a 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 paragraphs (1)(i) and (1)(ii) do not apply if 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 Securities Exchange Act of
     1934 that are incorporated by reference in this 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.

          (4)  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 this 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.

          (5)  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-3
<PAGE>

                                  SIGNATURES

     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 Concord, Province of Ontario, Canada on  September
28, 2000.

                                INTERTAN, INC.


                                By: /s/ Brian E. Levy
                                    -------------------------------------------
                                    Brian E. Levy, President & Chief Executive
                                    Officer


                               POWER OF ATTORNEY

     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. The undersigned persons hereby constitute
and appoint Brian E. Levy, James G. Gingerich and Jeffrey A. Losch, and each of
them singly, as our true and lawful attorneys-in-fact and agents, with full
power to execute in out names and on our behalf in the capacities indicated
below, any and all amendments to this Registration Statement to be filed with
the Securities and Exchange Commission and hereby ratify and confirm all that
such attorneys-in-fact shall lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
                Signature                    Capacity in Which Signed            Date
-----------------------------------------  -----------------------------  ------------------
<S>                                        <C>                            <C>

       /s/ Brian E. Levy                   President, Chief Executive     September 28, 2000
-----------------------------------------  Officer and Director
           Brian E. Levy                   (principal executive
                                           officer)


      /s/ James G. Gingerich               Executive Vice President,      September 28, 2000
-----------------------------------------  Finance, Chief Financial
          James G. Gingerich               Officer (principal financial
                                           officer)


      /s/ Douglas C. Saunders              Vice President and
-----------------------------------------  Corporate Controller           September 28, 2000
          Douglas C. Saunders              (principal accounting
                                           officer)


      /s/ Ron Stegall                      Chairman of the Board and
-----------------------------------------  Director                       September 30, 2000
          Ron Stegall


     /s/  William C. Bousquette            Director
-----------------------------------------                                 September 30, 2000
          William C. Bousquette
</TABLE>

                                      II-4
<PAGE>

<TABLE>
<S>                                        <C>                            <C>
     /s/ John A. Capstick                  Director                       October 2, 2000
-----------------------------------------
         John A. Capstick

     /s/  Clark A. Johnson                 Director
-----------------------------------------                                 September 30, 2000
          Clark A. Johnson

     /s/  John H. McDaniel                 Director
-----------------------------------------                                 September 30, 2000
          John H. McDaniel

     /s/  W. Darcy McKeough                Director
-----------------------------------------                                 September 30, 2000
          W. Darcy McKeough


     /s/  James T. Nichols                 Director                       September 30, 2000
-----------------------------------------
          James T. Nichols
</TABLE>

                                      II-5
<PAGE>

                               INDEX TO EXHIBITS

Exhibit Number                Exhibit
--------------                -------

     23.1      Consent of PricewaterhouseCoopers, LLP, independent public
               accountants to incorporation of report by reference.

     24.1      Power of Attorney (included on signature page of this
               Registration Statement).

                                      II-6
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 20243}]
{"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": "333-47846", "film-number": "739154"}, "business-address": {"street1": "3300 HGWY #7", "street2": "STE 904", "city": "CONCORD  ONTARIO CAN", "state": "TX", "zip": "76102", "phone": "9057609701"}, "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 October 12, 2000
                                              Registration Statement No. 333-
================================================================================

                      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 Identification No.)
of incorporation or organization)

       3300 Highway #7, Suite 904                          L4K 4M3
        Concord, Ontario, Canada                        (Postal Code)
(Address of principal executive offices)

                                ---------------

                 InterTAN, Inc. Stock Award Incentive Program
                           (Full title of the Plan)

                                ---------------

                               Jeffrey A. Losch
                         Vice President, Secretary and
                                General Counsel
                          3300 Highway #7, Suite 904
                           Concord, Ontario, Canada
                                (905) 760-9709
           (Name, address and telephone number of agent for service)

                                   Copy to:
                               Ann Marie Cowdrey
                           Thompson & Knight L.L.P.
                        1700 Pacific Avenue, Suite 3300
                              Dallas, Texas 75201
                                (214) 969-1700

                                ---------------

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================================
      Title of securities to be          Amount to be     Proposed maximum offering         Proposed maximum           Amount of
             registered                 registered(2)         price per share(3)       aggregate offering price(3)  registration fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per
 share(1)....................          60,000 shares                        $11.44                        $686,400              $182
====================================================================================================================================
(1)  Includes related preferred stock purchase rights.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities
     Act") and based on the average of the high and low prices of the common
     stock reported on the New York Stock Exchange on October 11, 2000.

(3)  Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
     or similar transaction with respect to the shares covered hereby are also
     registered hereunder.
================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*
          ----------------

Item 2.   Registrant Information and Employee Plan Annual Information.*
          -----------------------------------------------------------

_____________

*         Information required by Part I to be contained in the Section 10(a)
          prospectus 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

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

          The following documents have been filed by the Registrant with the
Securities and Exchange Commission and are incorporated by reference in this
Registration Statement:

          (1)  the Registrant's Annual Report on Form 10-K for the fiscal year
               ended June 30, 2000;

          (2)  the description of the Common Stock of the Registrant contained
               in the Registration Statement on Form 10 filed under Section
               12(b) of the Securities Exchange Act of 1934 (Registration No.
               001-10062), as filed with the Securities and Exchanged Commission
               on October 2, 1986, including any amendment or report filed for
               the purpose of updating such description; and

          (3)  the description of the Preferred Share Purchase Rights (which
               rights are transferable only with related shares of Common Stock)
               contained in the Registration Statement on Form 8-A filed under
               Section 12(b) of the Securities Exchange Act of 1934
               (Registration No. 001-10062), as filed with the Securities and
               Exchange Commission on September 17, 1999, including any
               amendment or report filed for the purpose of updating such
               description.

          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 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 statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement. Upon the written or oral request of any person
to whom a copy of this Registration Statement has been delivered, the Company
will provide without charge to such person a copy of any and all documents
(excluding exhibits thereto unless such exhibits are specifically incorporated
by reference into such documents) that have been incorporated by reference into
this Registration Statement but not delivered herewith. Requests for such
documents should be addressed to InterTAN, Inc., 3300 Highway #7, Suite 904,
Concord, Ontario, Canada L4K 4M3, Attention: Corporate Secretary, (905) 760-
9709.

Item 4.   Description of Securities.
          -------------------------

          Not applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.

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 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

                                      II-1
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 By-Laws
provides for mandatory indemnification of directors and officers to the fullest
extent permitted by Section 145 of the DGCL. The Registrant has also
contractually agreed with each of its officers and directors to indemnify such
persons to the fullest extent provided by law.

          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 Certificate of Incorporation
and By-Laws and Section 102(b)(7) and 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by such documents and statutes.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

          Not applicable.

Item 8.   Exhibits.
          --------

          The following documents are filed as exhibits to this Registration
          Statement:

               23.1 Consent of PricewaterhouseCoopers, LLP, independent public
                    accountants to incorporation of report by reference.

               24.1 Power of Attorney (included on signature page of this
                    Registration Statement).

Item 9.   Undertakings.
          ------------

          The 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:

                                      II-2
(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 this 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
          a 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 paragraphs (1)(i) and (1)(ii) do not apply if 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 Securities Exchange Act of
     1934 that are incorporated by reference in this 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.

          (4)  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 this 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.

          (5)  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-3
SIGNATURES

     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 Concord, Province of Ontario, Canada on  September
28, 2000.

                                INTERTAN, INC.

                                By: /s/ Brian E. Levy
                                    -------------------------------------------
                                    Brian E. Levy, President & Chief Executive
                                    Officer

                               POWER OF ATTORNEY

     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. The undersigned persons hereby constitute
and appoint Brian E. Levy, James G. Gingerich and Jeffrey A. Losch, and each of
them singly, as our true and lawful attorneys-in-fact and agents, with full
power to execute in out names and on our behalf in the capacities indicated
below, any and all amendments to this Registration Statement to be filed with
the Securities and Exchange Commission and hereby ratify and confirm all that
such attorneys-in-fact shall lawfully do or cause to be done by virtue hereof.
Signature                    Capacity in Which Signed            Date
-----------------------------------------  -----------------------------  ------------------
/s/ Brian E. Levy                   President, Chief Executive     September 28, 2000
-----------------------------------------  Officer and Director
           Brian E. Levy                   (principal executive
                                           officer)

      /s/ James G. Gingerich               Executive Vice President,      September 28, 2000
-----------------------------------------  Finance, Chief Financial
          James G. Gingerich               Officer (principal financial
                                           officer)

      /s/ Douglas C. Saunders              Vice President and
-----------------------------------------  Corporate Controller           September 28, 2000
          Douglas C. Saunders              (principal accounting
                                           officer)

      /s/ Ron Stegall                      Chairman of the Board and
-----------------------------------------  Director                       September 30, 2000
          Ron Stegall

     /s/  William C. Bousquette            Director
-----------------------------------------                                 September 30, 2000
          William C. Bousquette
II-4
/s/ John A. Capstick                  Director                       October 2, 2000
-----------------------------------------
         John A. Capstick

     /s/  Clark A. Johnson                 Director
-----------------------------------------                                 September 30, 2000
          Clark A. Johnson

     /s/  John H. McDaniel                 Director
-----------------------------------------                                 September 30, 2000
          John H. McDaniel

     /s/  W. Darcy McKeough                Director
-----------------------------------------                                 September 30, 2000
          W. Darcy McKeough

     /s/  James T. Nichols                 Director                       September 30, 2000
-----------------------------------------
          James T. Nichols
II-5
INDEX TO EXHIBITS

Exhibit Number                Exhibit
--------------                -------

     23.1      Consent of PricewaterhouseCoopers, LLP, independent public
               accountants to incorporation of report by reference.

     24.1      Power of Attorney (included on signature page of this
               Registration Statement).

                                      II-6