Registration  No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                TANDY CORPORATION
             (Exact name of Registrant as specified in its charter)

       Delaware                                           75-1047710
(State or Other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)

100 Throckmorton Street, Suite 1800                         76102
       Fort Worth, Texas 
(Address of Principal Executive Offices)                  (Zip Code)

                   TANDY EMPLOYEES SUPPLEMENTAL STOCK PROGRAM
                            (Full Title of the Plan)

       M. C. Hill, Vice President, Corporate Secretary and General Counsel
                                Tandy Corporation
                       100 Throckmorton Street, Suite 1900
                             Fort Worth, Texas 76102
                     (Name and Address of Agent for Service)

                                  817-415-3924
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
       Title of                                       Proposed                Proposed
      Securities                Amount                 Maximum                Maximum                Amount of
         to be                   to be             offering price            aggregate             Registration
      Registered           Registered (1)(2)        per share(3)           offering price               Fee
    <S>                        <C>                     <C>                  <C>                     <C>    
     Common Stock,    
     $1 par value              1,000,000               $56.72               $56,720,000             $16,732.40
    Preferred Share
    Purchase Rights
</TABLE>
(1) In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933 this
Registration  Statement also covers an indeterminate amount of plan interests to
be offered or sold pursuant to the Tandy Employees Supplemental Stock Program.

(2) If, prior to the completion of the  distribution of the Common Stock covered
by this Registration Statement,  additional shares of Common Stock are issued or
issuable  as a result  of a stock  split or stock  dividend,  this  Registration
Statement  shall be deemed to cover such  additional  shares  resulting from the
stock split or stock dividend pursuant to Rule 416.

(3) The  number  of  shares  registered  has been  computed  on the basis of the
Issuer's  estimate of the  aggregate  of the employee  contributions  to be made
under the Tandy Employees  Supplemental  Stock Program for a period of 36 months
following  the  effective  date of the  Registration  Statement  and utilized to
purchase shares of the  Registrant's  Common Stock at market prices from time to
time  as  provided  in  the  Program.   One  Preferred   Share   Purchase  Right
automatically  trades with each share of Common  Stock and is  evidenced  by the
certificate  for the  Common  Stock.  The  registration  fee was  calculated  in
accordance  with Rule  457(c)  upon the basis of the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange  Composite
Transaction System on September 14, 1998.


                           INCORPORATION BY REFERENCE

         This  Registration  Statement  registers  additional  securities of the
Registrant of the same class (plan participations and shares of the Registrant's
Common  Stock and  Preferred  Share  Purchase  Rights)  as have been  previously
registered  on Form  S-8 for the  Tandy  Employees  Supplemental  Stock  Program
("SUP").  Accordingly,  pursuant  to  General  Instruction  E of Form  S-8,  the
contents of  Registration  Statement on Form S-8 (File No.  33-33189) filed with
the  Securities  and Exchange  Commission  (the  "Commission")  and effective on
February 19, 1990, as amended by the Appendix to the prospectus dated August 29,
1990 and the contents of Registration  Statement on Form S-8 (File No. 33-51599)
filed  with the  Commission  and  effective  on  December  20,  1993 are  hereby
incorporated in their entirety by reference herein.

                                   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 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 the 18th day of
September, 1998.

                                                Tandy Corporation

                                                By:  /S/John V. Roach
                                                   John V. Roach, Chairman and
                                                     Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 18th day of September, 1998.

Signature                             Title


/s/   John V. Roach                   Chairman of the Board and Chief Executive
John V. Roach                         Officer



/s/   Dwain H. Hughes                 Senior Vice President and Chief Financial
Dwain H. Hughes                       Officer  



/s/   James I. Cash, Jr.              Director
James I. Cash, Jr.



/s/   Ronald E. Elmquist              Director
Ronald E. Elmquist



/s/   Lewis F. Kornfeld, Jr.          Director
Lewis F. Kornfeld, Jr.



/s/   Jack L. Messman                  Director
Jack L. Messman


/s/   William G. Morton, Jr.           Director
William G. Morton, Jr.



/s/   Thomas G. Plaskett                Director
Thomas G. Plaskett



/s/   Leonard H. Roberts                 Director
Leonard H. Roberts



/s/   Alfred J. Stein                    Director
Alfred J. Stein



/s/   William E. Tucker                   Director
William E. Tucker



/s/   John A. Wilson                      Director
John A. Wilson


The Plan.  Pursuant to the requirements of the Securities Act of 1933, the Tandy
Employees Supplemental Stock Program has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Fort Worth and State of Texas, on the 18th day of September, 1998.


                           TANDY EMPLOYEES SUPPLEMENTAL STOCK PROGRAM
                           ADMINISTRATIVE COMMITTEE

                           By: /s/C. David Christopher
                                C. David Christopher

                           By: /s/David P. Johnson
                                 David P. Johnson


                           By: /s/Johnson H. Bradley
                                Johnson H. Bradley
  

                                INDEX TO EXHIBITS

Exhibit
No.

4.1       First Restated Trust Agreement Tandy Employees Supplemental Stock
          Program.

5.1       Opinions  of Messrs.  Satterlee  Stephens  Burke & Burke LLP,  as  
          counsel, including consent.

23.1      Consent of Pricewaterhouse Coopers LLP, Independent Accountants.

23.2      Consent of  Satterlee  Stephens  Burke & Burke LLP,  Counsel  
          (included in Exhibit 5.1).


                                 FIRST RESTATED
                                 TRUST AGREEMENT
                                 TANDY EMPLOYEES
                           SUPPLEMENTAL STOCK PROGRAM
                              DATED JANUARY 1, 1996
                             (THROUGH AMENDMENT IV)


         AGREEMENT  made as of this  1st day of  January,  1996,  between  Tandy
Corporation,  a corporation  duly  organized and existing  under the laws of the
State of Delaware,  with its principal place of business at Fort Worth,  Tarrant
County,  Texas,  hereinafter called "Tandy", and Bank One Texas, NA, hereinafter
called "Trustee";

                                   WITNESSETH

         THAT WHEREAS,  Tandy  desires to  establish,  on behalf of its eligible
employees,  a Trust for the purposes of receiving and holding Tandy  Corporation
Common  Stock  ("Tandy  Stock")  and other  property  and the  paying of certain
benefits, as set out hereinafter, on behalf of its eligible employees who due to
benefit  limitations in applicable tax laws under the Internal  Revenue Code are
unable to have further  contributions made on their behalf under the Tandy Fund,
formerly the Tandy Employees Deferred Salary and Investment Plan or DIP;

         WHEREAS, the program provides for employee payroll deductions at a rate
up to 8% of a  Participant's  Earnings  after the  Participant  has  reached the
maximum  Tandy  Fund,   formerly  DIP,   contribution  and  a  Company  matching
contribution equal to 80% of the Participant's payroll deduction being paid over
to Tandy  and the  crediting  of these  funds to a  Participant's  account,  the
balance of which will be used to purchase Tandy Stock,  at regular  intervals at
current market prices,  which Tandy Stock will be held by the Trustee until such
time as a Participant meets the withdrawal or distribution  requirements set out
in the Program; and

         WHEREAS,  Tandy  desires to designate  the Trustee to hold,  manage and
disburse Trust Funds.

         NOW,  THEREFORE,  in  consideration of the premises and of the promises
and covenants  hereinafter  contained and for the purposes  herein  stated,  the
parties hereto do hereby agree as follows:

                                        I

                      NAME, EFFECTIVE DATE AND PROGRAM YEAR

          A.  NAME OF  TRUST:  The  Trust  herein  created,  and  sometimes  for
     convenience  referred  to  herein as the  "Program",  shall be known as the
     "Tandy Employees Supplemental Stock Program".

          B. EFFECTIVE DATE: This Agreement shall be effective as of the 1st day
     of September, 1989.

          C.  PROGRAM  YEAR:  The Program  Year shall end on December 31 of each
     year.

                                       II

                                 ADMINISTRATION

         A.  APPOINTMENT  OF  ADMINISTRATIVE   COMMITTEE:  The  Tandy  Board  of
Directors  shall  appoint  a  committee  to  be  known  as  the  "Administrative
Committee",  hereinafter  referred  to as the  "Committee",  to  administer  the
Program.  This  Committee  shall  consist of three or more members who shall not
necessarily  be employees of Tandy.  Tandy shall advise the Trustee of the names
of the  members of the  Committee,  and the  Trustee  shall be  entitled to rely
thereon until similarly advised of a change in the membership of the Committee.

         B. TERM OF OFFICE OF COMMITTEE  MEMBERS:  Each member of the  Committee
shall hold  office  until his death,  disability,  resignation  or removal  from
office.  Any  member of the  Committee  may be  removed  by the  Tandy  Board of
Directors at its  pleasure.  Any Committee  member may resign by delivering  his
written  resignation to Tandy and to the  Committee.  Vacancies in the Committee
arising  from  any  cause  whatsoever  shall be  filled  by the  Tandy  Board of
Directors.

         C. POWERS AND DUTIES:  The Committee  shall  administer  the Program in
accordance  with its terms and shall have all powers  necessary to carry out the
provisions of the Program. Without limiting the generality of the foregoing, the
Committee shall have the following powers:

          (1) To make and  publish  such  rules and  regulations  as it may deem
     necessary to carry out the provisions of the Program;

                  (2) To determine all questions arising in the  administration,
interpretation   and  application  of  the  Program,   including   questions  of
eligibility   of   employees   and  the  status  and  rights  of   Participants,
Beneficiaries and any other person hereunder;

                  (3) To deliver  funds or purchase  Tandy Stock for delivery to
the Trustee, as more particularly specified hereinafter;

          (4) To authorize all disbursements by the Trustee from the Trust Fund;

                  (5) To direct the  Trustee to sell Tandy  Stock to Tandy or on
the open market for the purpose of funding Financial Hardship  withdrawals under
the Program;

                  (6)      To decide any dispute arising hereunder;

          (7) To  construe  the  provisions  of the  Program  and to correct any
     defects therein; and
                  (8) To provide  procedures for the determination of claims for
benefits.

                  The determination of the Committee as to any questions arising
hereunder shall be conclusive and binding on all persons.

         D. ORGANIZATION AND OPERATION OF THE COMMITTEE: The Committee shall act
by a majority of its members at the time in office, and such action may be taken
either by a vote at a  meeting  or in  writing  without a  meeting;  however,  a
Committee  member  shall  not  vote on any  question  relating  specifically  to
himself,  but any necessary  action  regarding  such  Committee  member shall be
decided by the remaining  members of the  Committee.  In the event the remaining
members  of the  Committee  are  unable  to agree  upon the  disposition  of any
question, the Tandy Board of Directors shall appoint another person eligible for
membership  on the  Committee to serve as a temporary  member for the purpose of
reaching  a  decision  on the  matter  in  issue.  Such  matters  shall  then be
determined by a majority of the Committee, including said temporary member.

         The  Committee  may authorize any one or more of its members to execute
any  document  or  documents  on behalf  of the  Committee,  in which  event the
Committee  shall  notify the  Trustee in writing of such action and the name and
names of its members so designated. The Trustee thereafter shall accept and rely
upon any document  executed by such member or members as representing  action by
the  Committee  until  the  Committee  shall  file  with the  Trustee  a written
revocation of such designation.

         The  Committee  may  adopt  such  bylaws  and  regulations  as it deems
desirable  for the conduct of its  affairs,  and may appoint  such  accountants,
counsel,  specialists,  and other persons as it deems  necessary or desirable in
connection with the administration of the Program.  Such accountants and counsel
may, but need not be accountants  and counsel for Tandy.  The Committee shall be
entitled to rely  conclusively  upon, and shall be fully protected in any action
taken by it in good faith in relying upon any opinions or reports which shall be
furnished to it by any such accountant, counsel, or other specialist.

         The Committee  and the Trustee may by agreement in writing  arrange for
the  Committee  and/or  Tandy  to  perform  any  of  the  Trustee's  ministerial
functions,  including but not limited to the  maintenance of records of accounts
of each  Participant,  preparation and distribution of Internal Revenue Service,
Securities and Exchange Act, or Labor Department forms or documents  required to
be  provided  to each  Participant,  and  delivery of Tandy Stock or cash to the
Trustee.

         Tandy may furnish the Committee with such clerical assistance on a full
or part time  basis as shall from time to time be  reasonable  or  desirable  to
assist  in the  administration  of the  Program,  and  shall  pay all  costs and
expenses,  including Trustee's fees and expenses, incurred in the administration
of the Program,  save and except those  specified in Section III E; and save and
except those costs and expenses, including attorneys' fees, which are charged to
the  accounts  of  Participant's  by a court of  competent  jurisdiction  in any
litigation in which the Program or any of its fiduciaries are a party.

         E. RECORDS AND REPORTS:  The  Committee  shall keep a record of all its
proceedings  and acts,  and shall keep all such books of account,  records,  and
other data as may be necessary for the proper administration of the Program. The
Committee  shall  notify the  Trustee and the Tandy  Board of  Directors  of any
action  taken by the  Committee,  and,  when  required,  shall  notify any other
interested person or persons. The Committee will specifically  maintain separate
records as to each  Participant's  account.  Within a reasonable  period of time
after  the  end of  each  calendar  quarter  the  Committee  shall  notify  each
Participant  of the total  number of shares  credited to his account  which will
include  the  employee's   contributions,   other   contributions   and  Company
contributions and the cost basis of said shares.

         F. IMMUNITY FROM LIABILITY:  No member of the Committee shall incur any
liability  for any  action or failure to act,  excepting  liability  for his own
gross negligence or willful misconduct. Tandy shall indemnify each member of the
Committee against any and all claims, losses, damages, expenses and liabilities,
including any amounts paid in settlement with the Committee's approval,  arising
from any action or failure to act, except when the same is judicially determined
to be due to the gross  negligence  or willful  misconduct  of such member.  The
Committee may, at its discretion, require the written approval or disapproval of
Tandy prior to taking  action in any  particular  matter made the subject of its
responsibility hereunder.

         G.  CONCLUSIVENESS OF DETERMINATION OF COMPANY  CONTRIBUTIONS:  Neither
the Trustee, Tandy nor the Committee shall be under any duty to inquire into the
correctness  of the amounts  contributed  and paid over to Tandy by a Company in
accordance with the applicable section hereof;  nor shall the Trustee,  Tandy or
the  Committee  or any other  person be under any duty to enforce the payment of
the  contributions  to be made under the  applicable  sections  hereof;  and the
determination by the Company of its  contributions  hereunder shall be final and
conclusive upon all persons.

         H.       REVERSION AND DIVERSION:

                  (1) REVERSION:  Under no  circumstances  can a Company recover
any  part  of  the  contributions  made  to  this  Program  and  credited  to  a
Participant's account.

                  (2)  DIVERSION:  No part of the  Trust  Fund  created  by this
Program except as required to pay taxes and  administrative  expenses,  shall be
used or  diverted  to  purposes  other  than for the  exclusive  benefit  of the
Participants or their beneficiaries or estates.

                                       III

                                TRUST AND TRUSTEE

         A. ESTABLISHMENT AND ACCEPTANCE OF TRUST: The Trustee shall receive any
contributions  paid to it in cash or Tandy Stock. All contributions so received,
and  Tandy  Stock  purchased  therefrom,  shall be known  for  purposes  of this
Agreement as the "Trust Fund",  and shall be held,  managed and  administered in
Trust at the  request of and for the  benefit of  Participants  pursuant  to the
terms of this Agreement.  The Trustee hereby accepts the Trust created hereunder
and agrees to perform the duties provided for under this Agreement.

         B. POWERS OF THE TRUSTEE: The Trustee shall have all the powers granted
by the  terms of Title 9 of the  Property  Code of the  State of Texas as it now
exists, or as it may be amended, and in addition thereto and not in modification
or limitation thereof, the Trustee shall have the following powers:

                  (1) To invest the  contributions and earnings thereon of Tandy
or Company in Tandy Stock as soon as practicable  after receipt thereof,  but to
hold cash temporarily uninvested without liability for interest thereon when the
investment of such cash is impracticable;

                  (2)  To  keep  the  Trust  Fund  in  Tandy   Stock,   to  meet
contemplated withdrawals, as the Committee shall specify in written requests;

                  (3) To hold Tandy Stock purchased as investments for the Trust
Fund in its name or in the name of its nominees;

                  (4) To sell, exchange,  convey, transfer, or otherwise dispose
of any Tandy Stock held by it, by private contract or at public auction, to fund
Financial Hardship  withdrawals on behalf of and for the benefit of the affected
Participant;

                  (5) Subject to Section  XII  hereof,  to vote upon any stocks,
bonds,  or other  securities;  to give  general or special  proxies or powers of
attorney  with or without  power of  substitution;  to exercise  any  conversion
privileges,  subscription  rights  or other  options;  and to make any  payments
incidental  thereto;  to oppose  or  consent  to or  otherwise  participate  in,
corporate  reorganization or other change affecting corporate  securities and to
delegate  discretionary  powers,  and to  pay  any  assessments  or  charges  in
connection  therewith;  and  generally to exercise any of the powers of an owner
with respect to stocks, bonds,  securities or other properties held as a part of
the Trust Fund;

                  (6) To settle, compromise or submit to arbitration any claims,
debts or damages due or owing to or from the Trust  Fund,  to commence or defend
suits or legal or administrative proceedings; or

                  (7) To delegate to Tandy and/or the  Committee by agreement in
writing,  such ministerial,  record keeping and  discretionary  duties as may be
agreed upon,  including but not limited to the maintenance of records of account
of Participants,  the quarterly determination of each Participant's account, and
the number of shares of Tandy Stock purchased, delivered, or distributed by it.

                  The powers  granted to the  Trustee  under this  Section III B
shall be exercised by the Trustee in its discretion;  however, the Committee may
at any time and from time to time, by written direction to the Trustee,  require
the Trustee to obtain the written  approval of the Committee  before  exercising
such powers, as may be specified in such direction. Any such direction may be of
a continuing nature or otherwise, and may be revoked in writing by the Committee
at any time. Neither the Trustee nor any other person shall be under any duty to
question any such  direction of the  Committee and the Trustee shall as promptly
as possible  comply with any directions  given by the Committee  hereunder.  The
Trustee shall not be responsible  for any loss which may result from the failure
or refusal of the Committee to give any such required approval.

         C. INVESTMENT OF THE TRUST FUND: The Trustee shall at regular intervals
at  current  market  prices  invest all of the assets of the Trust Fund in Tandy
Stock.

         D. PAYMENTS FROM THE FUND:  The Trustee shall from time to time, on the
written direction of the Committee,  make distributions out of the Trust Fund to
the  Participants  or the  Participants'  Beneficiaries,  estates  or  Alternate
Payees,  in such manner,  in such Tandy Stock,  and for such  purposes as may be
specified in written  directives of the Committee and upon any such distribution
being made,  the amount  thereof shall no longer  constitute a part of the Trust
Fund.  The Trustee shall not be  responsible  in any way for the  application of
such  distributions  or for the adequacy of the Trust Fund to meet and discharge
any and all liabilities under the Program.

         E. FEES AND  EXPENSES OF THE  TRUSTEE:  The Trustee  shall be paid such
reasonable  compensation as shall from time to time be agreed upon in writing by
Tandy and the Trustee.  In addition,  the Trustee  shall be  reimbursed  for any
reasonable  expenses,  including  reasonable counsel fees, incurred by it in the
administration  of  the  Trust  Fund,  except  as  hereinafter  provided.   Such
compensation and expenses  incurred shall be paid by Tandy, but until paid shall
constitute  a charge upon the Trust Fund;  provided,  however,  that Tandy shall
have no obligation to pay such  compensation  and  expenses,  including  counsel
fees,  as are charged to the  accounts of  Participants  by a court of competent
jurisdiction  in any  litigation in which the Program or any of its  fiduciaries
are a party.  All costs and expenses  incurred in connection  with the purchase,
sale and transfer of securities,  and all taxes of any and all kinds  whatsoever
that may be levied or assessed under existing or future laws upon, or in respect
of, the Trust Fund, or the income thereof, shall be paid by the Trustee from the
Trust Fund.

         F.  ACCOUNTING:  The  Trustee,  or Tandy or the  Committee  by  written
agreement  with the Trustee,  shall keep  accurate and detailed  accounts of all
receipts, disbursements and other transactions hereunder.

         Within a reasonable time after the close of the Program Year and within
one  hundred  twenty  (120) days  following  the  resignation  or removal of the
Trustee or  termination  of the  Program,  the Trustee  shall  render a complete
accounting for the Program Year preceding or then ended,  as the case may be, to
a  firm  of  independent  public  accountants  to be  selected  by  Tandy.  Such
accountants  shall have full  authority  to examine  the  Trustee's  records and
accounts relating to the Program and to submit written reports thereon to Tandy.

         Within a  reasonable  time after the close of the  taxable  year of the
Trust,  which is hereby  established  to end on  December  31 of each year,  and
within one hundred twenty (120) days following the resignation or removal of the
Trustee  or  termination  of the  Trust,  the  Trustee  shall  render a complete
accounting for the taxable year preceding or then ended,  as the case may be, to
Tandy or to a firm of  independent  public  accountants to be selected by Tandy.
Such accountants  shall have full authority to examine the Trustee's records and
accounts relating to the Trust and to submit written reports thereon to Tandy.

         Within a  reasonable  time  after the close of the  Program  Year,  the
Trustee shall  transmit to each  Participant,  in such form as the Trustee shall
determine,  a statement  setting forth the interest of each such  Participant in
the Program. Such statement shall be deemed correct unless written notice to the
contrary  shall be delivered to the Trustee by a Participant  within thirty (30)
days following the mailing or delivery of such statement to the Participant.

         Reports  relating to the  Trustee's  accounts  prepared by  independent
accountants  selected by Tandy shall be maintained  at the  principal  office of
Tandy and shall be available for  inspection by  interested  persons  hereunder.
Subject to the right of a Participant to challenge the  correctness of an annual
statement  submitted  to him by the  Trustee,  the  approval by the  independent
accountants  of the Trustee's  account shall  constitute a complete  release and
discharge of the Trustee from any liability in respect to any act or transaction
reflected in the Trustee's accounts.  The foregoing provisions  notwithstanding,
no person other than Tandy or the  Committee  may require an  accounting  or the
furnishing of a statement or bring an action against the Trustee with respect to
the Trust created hereby or its actions as Trustee.

         Notwithstanding any of the foregoing provisions,  the Trustee shall not
be liable for any failure to submit an account or statement in a timely  fashion
where its  failure  to act is based on the  omission  of Tandy to name a firm of
independent accountants to whom such accounting is to be rendered or is based on
the  failure  of either  Tandy or the  Committee  to supply  information  to the
Trustee necessary for the completion of the accounting or of the statement.

         G.  AUTHORIZATION TO PROTECT THE TRUSTEE:  Any action by Tandy pursuant
to any of the  provisions  of this  Agreement  shall be evidenced by a certified
resolution of its Board of Directors delivered to the Trustee over the signature
of any person  authorized  by the said Board of  Directors  to make such written
instrument  or  resolution  so  certified  to  it.  All  orders,   requests  and
instructions  of the Committee  shall be in writing,  signed by those members or
that member of the Committee so designated by the Committee, and the Trustee may
act and shall be fully  protected in so acting in  accordance  with such orders,
requests and  instructions.  The Trustee  shall not be liable for any loss to or
diminution  of the Trust  Fund  except  when the same may be due to its  willful
misconduct   or  bad  faith  and  the  Trustee   shall  in  no  event  have  any
responsibility for the properties except those actually received by it.

         H.  REMOVAL  AND  RESIGNATION;  SUCCESSOR  TRUSTEE:  The Trustee may be
removed by Tandy at any time upon  thirty (30) days notice in writing to Trustee
and the  Committee.  The  Trustee  may resign at any time upon  thirty (30) days
notice  in  writing  to  Tandy  and to  the  Committee.  Upon  such  removal  or
resignation of the Trustee, Tandy shall appoint a successor trustee, which shall
be a bank or trust company having combined  capital and surplus of not less than
Twenty-Five Million Dollars ($25,000,000.), which shall have the same powers and
duties conferred upon the Trustee hereunder. Upon acceptance of such appointment
by the successor  trustee,  the Trustee  shall assign,  transfer and pay over to
such successor  trustee the funds and  properties  then  constituting  the Trust
Fund. The Trustee is authorized,  however,  to reserve such sum of money,  as it
may deem advisable,  for payment of its fees and expenses in connection with the
settlement  of its  account  or  otherwise,  and any  balance  of  such  reserve
remaining  after the payment of such fees and expenses shall be paid over to the
successor trustee.

                                       IV

                          PARTICIPATION IN THE PROGRAM

         A. ADOPTION OF PROGRAM. Tandy and each of its affiliates and associates
may adopt the Program for all or part of its employees as its Board of Directors
may in its discretion  approve.  Tandy and each of its affiliates and associates
adopting the Program are hereinafter collectively referred to as "Company".

         B. ELIGIBILITY. Subject to the provisions of Section XX with respect to
union-represented  employees,  all employees are eligible to  participate in the
Program if their contributions are limited in any Tandy Fund, formerly DIP, plan
year  ("Tandy  Fund Plan Year") as a result of Internal  Revenue  Code  Sections
402(g),  415(c),  401(a)(17)  and/or  401(k)(3)  and  following  an  election to
participate  being  received in the Program's  administrative  office,  may make
contributions  to the Program as a  Participant  for the  remainder of any Tandy
Fund  Plan  Year  after the date on which  the  contribution  limit is  reached.
Participation  in  the  Program  is  entirely  voluntary  and  the  election  to
participate may be made through Employee Payroll  Deductions under Section V. To
remain as a  Participant  in the  Program,  an employee  must  continue to be an
"Employee" engaged in Continuous Full Time Service for Tandy or a Company, or in
employment which contemplates continued Qualifying Service.

         C.  APPLICATION  FOR  PARTICIPATION.  In order to become a  Participant
hereunder, each eligible employee shall execute a written application wherein he
shall evidence:

                  1.       His intent to participate in the Program;

                  2. His  joinder of this Trust  Agreement  executed by Tandy on
his behalf;

                  3. His consent for Employee  Payroll  Deductions in accordance
                  with Section V below; and 4. His acknowledgment and consent to
                  the withholding of taxes resulting from the Company
Contribution during the Taxable Year in which the Company Contribution is made.

     Once an employee has completed the necessary  eligibility  requirements for
participation  in  the  Program,  contributions  under  Section  V  shall  begin
automatically,  but shall be held in a suspense  account subject to receipt of a
payroll deduction form by the Program  Administration office. The employee shall
have thirty (30) days from the automatic  commencement of  participation  in the
Program to file a written  application for  participation.  His participation in
the Program shall not become effective, however, until the start of the next pay
period after the  application is received by the Company or after he has reached
the  contribution  limit in any Tandy Fund Plan Year  following  the year of his
initial enrollment in the Program.

         In the event that an eligible employee making  contribution  during the
thirty (30) day period elects not to participate in the Program or fails to file
a written  application for participation  during the period,  payroll deductions
made by the employee during the period shall be returned to the employee and any
Company or Other Contributions will be canceled.

                                        V

                                INVESTMENT OPTION

         A.       RATE OF PAYROLL DEDUCTION.

                  1. After  receipt of a payroll  deduction  form by the Program
Administration  office,  Participants  shall have  Employee  Payroll  Deductions
withheld at the rate of 1%, 2%, 3%, 4%, 5%, 6%, 7% or 8% of Earnings,  in excess
of the maximum amount of Earnings needed to reach one of the contribution limits
to the Tandy Fund,  formerly  DIP, as set out in the  Internal  Revenue  Code of
1986.  Participation  in the Program is for the remainder of the Tandy Fund Plan
Year.

                  2. Participants shall designate their participation and desire
to participate through payroll deductions by means of a signed payroll deduction
authorization  form.  The  initial   authorization  shall  continue  in  effect,
notwithstanding  any change in  Participant's  Earnings,  until the  Participant
becomes   ineligible   for  the  Program.   Deductions   made  subject  to  such
authorization are called "Employee Payroll Deductions".

         B. COLLECTION AND PAYMENT OF EMPLOYEE PAYROLL  DEDUCTIONS:  The Company
shall  withhold  and  deduct on each  regular  pay day from  each  Participant's
Earnings the contribution specified.  The Company shall pay the Employee Payroll
Deductions over to Tandy and Tandy will use the Employee  Payroll  Deductions to
either  deliver  cash to the  Trustee to purchase  Tandy  Stock or purchase  and
deliver  shares of Tandy Stock to the Trustee  within thirty (30) days following
the end of the  calendar  quarter  in which such  contributions  shall have been
deducted and withheld. In the event a Participant withdraws from the Program and
his contribution  for the calendar quarter  preceding the time of his withdrawal
has been withheld  from his Earnings,  but has not been used for the purchase of
Tandy Stock,  then the Company shall refund to such withdrawing  Participant the
amount of his contribution so withheld.

                                       VI

                             CREDITS TO PARTICIPANTS

         As soon as  practicable  after  the end of each  calendar  quarter  the
following credits shall be made to each  Participant's  account as of the end of
each calendar quarter:

          A.  EMPLOYEE  PAYROLL  DEDUCTION.   The  amount  of  Employee  Payroll
     Deductions withheld during each month of such quarter;

          B. COMPANY CONTRIBUTION. A monthly amount (the "Company Contribution")
     calculated in accordance with Section VI. B. 1. below:

                  1. The Company  Contribution  shall be determined on the basis
of each payroll period by multiplying the Employee  Payroll  Deduction by Eighty
Percent (80%); and

                  2. Within thirty (30) days  following the end of each calendar
quarter,  the Company shall  contribute out of its earnings and profits to Tandy
and this  amount,  calculated  in  accordance  with  Section  VI B. 1,  shall be
delivered to the Trustee for the purchase of Tandy Stock or used to purchase and
deliver Tandy Stock to the Trustee. Except for excess contributions made because
of fraud or mistake of fact and  returned  within one (1) year after  payment to
Tandy under this Program,  no part of the  contributions of the Company shall be
recoverable by it under any  circumstances.  In the event the Company should not
have sufficient current earnings or profits and be operating at a loss currently
and thus be  unable to pay its full  contributions  to this  Program,  then such
contributions,  if any,  that it shall be able to make shall be allocated  among
all Participants on the basis of the relative  amounts of contributions  made by
each during the quarter.

         C. OTHER CONTRIBUTION-DIVIDEND INCOME ON STOCK. All cash dividends paid
on shares credited to the Participant's account on the record date designated by
Tandy for such  dividend  shall be  allocated  when  paid to each  Participant's
account as other  contributions  ("Other  Contributions")  and  delivered to the
Trustee or applied to the purchase of Tandy Stock in accordance with Section VI.
D. below,  for delivery to the Trustee.  These Other  Contributions  will not be
subject to matching contributions by the Company or Tandy.

         D.  APPLICATION  OF CREDITS.  The Employee  Payroll  Deductions,  Other
Contributions, and Company Contributions are to be applied to the acquisition of
Tandy Stock quarterly and shall be credited to the Participant's account as soon
as  practicable  after the end of the  calendar  quarter as Tandy  Stock and any
Fractional  Share (as defined in Section XIX) based upon the number of shares of
Tandy Stock  purchasable at a price equal to the average  closing price of Tandy
Stock as reported for the New York Stock  Exchange  composite  transactions  for
each  trading  day of the  calendar  month  (the  "Stock  Price")  for which the
deductions or contributions are made.

         E.  DIVIDENDS  OTHER  THAN CASH AND TANDY  STOCK.  All  dividends  with
respect to Tandy Stock held in a  Participant's  account  under the Program that
are not payable in cash or Tandy Stock shall be distributed  to the  Participant
as soon as possible.  All whole units of any security  (other than Tandy Stock),
any rights and  warrants for a whole unit of any security and whole units of any
other asset shall be distributed  in kind. All fractional  units of any security
(other than Tandy Stock),  any rights and warrants for less than a whole unit of
any security and  fractional  units of any other asset shall be sold and the net
proceeds paid to the Participant.

         F. STOCK  DIVIDEND OR SPLIT-UP.  Any Tandy Stock issuable by Tandy as a
stock  dividend or split-up on the Tandy Stock and any  Fractional  Share to the
credit of the  Participant on the record date designated by Tandy for such stock
dividend or split-up  shall be  credited  to each  Participant's  account (in an
amount per share  equivalent to any stock dividend or split-up  actually paid by
Tandy on its Tandy Stock then  outstanding) and delivered to the Trustee as soon
as practicable after the distribution date of such stock dividend or split-up.

                                       VII

                              TRANSFERS TO TRUSTEE

         A. EMPLOYEE PAYROLL DEDUCTION.  The Company shall pay over to Tandy the
Employee Payroll Deductions of each Participant as soon as practicable after the
payroll  period  nearest the end of the  calendar  month in which such  Employee
Payroll Deduction is withheld.  The Employee Payroll Deductions will be credited
to the  Participant's  account  quarterly  and  delivered to the Trustee for the
purchase  of Tandy  Stock  and/or  used to  purchase  Tandy  Stock which will be
delivered  to the Trustee as soon as  practicable  after the end of the calendar
quarter.

         B. COMPANY  CONTRIBUTIONS.  The Company  shall  account for the Company
Contributions  payable  to  Tandy  on  each  Participant's  account  as  soon as
practicable  after the payroll  period  nearest the end of the calendar month in
which such Employee Payroll Deductions are withheld.  The Company  Contributions
shall be paid over to Tandy and credited to the Participant's account quarterly.
Said  contributions  shall then be  delivered to the Trustee for the purchase of
Tandy Stock  and/or used to purchase  Tandy Stock which will be delivered to the
Trustee as soon as practicable after the end of the calendar quarter.

                                      VIII

                                   INVESTMENT

         A.       TANDY STOCK.

                  1. The  Trustee  will invest all or  substantially  all of the
Trust Fund in Tandy Stock.

          2. Any Tandy Stock required for the Program may be treasury  shares or
     original issue shares.

                  3. Tandy Stock may be held by the Trustee,  as  custodian,  at
its discretion either in its name or in the name of one or more nominees.  Tandy
Stock shall be purchased  and/or  delivered to the Trustee as of the end of each
calendar  quarter  with  respect  to which the Tandy  Stock is  acquired  by the
Program or Trustee  and sold by Tandy,  at the Stock Price  determined  for each
month of the quarter.

         B. OTHER INTEREST AND INCOME.  Except as herein expressly provided,  no
interest or other income will be paid or credited on account of Employee Payroll
Deductions,  Company  Contributions,  or any other amount payable or credited to
Participants.

                                       IX

                                 HOLDING PERIOD

         A.  DURATION.  The Trustee shall retain for the Holding  Period,  Tandy
Stock  credited to the  Participant's  account  under the  Program.  The Holding
Period with  respect to any Tandy  Stock shall  commence on the date as of which
the Tandy Stock is credited to the Participant's  account and shall end when the
Participant  has complied with one of the provisions  for  withdrawal  under the
Program.

         B.  DISTRIBUTION.  As promptly as practicable after the Holding Period,
the Trustee shall  distribute the full and any  Fractional  Share of Tandy Stock
then held which was  credited  to the  Participant's  account  under the Program
since the Holding Period began in accordance  with the rules for withdrawals and
payment (as defined in Section X).

                                        X

                            WITHDRAWALS AND PAYMENTS

         A.       WITHDRAWALS.

                  1. During  employment  the Program only  provides for the full
withdrawal  of a  Participant's  account upon  receipt of a written  request and
Notice of Financial  Hardship  including  all  supporting  documentation  at the
Program  Administration  office (1800 One Tandy Center, Fort Worth, Texas 76102)
prior to Program participation  termination. A Financial Hardship withdrawal can
only be made if the  withdrawal is to satisfy an immediate  and heavy  financial
need of the  employee and is  necessary  to meet such  financial  need and where
other  sources of payment are not  reasonably  available to the  Participant.  A
withdrawal will be deemed to be necessary as a Financial Hardship  withdrawal if
both of the following  requirements are met: (1) the withdrawal is not in excess
of the  amount  needed  to  satisfy  the  Financial  Hardship  plus any  amounts
necessary  to pay any  federal,  state or local  taxes or  penalties  reasonably
anticipated to result from such payment;  and (2) the  Participant  has obtained
all  distributions,   under  all  plans  of  the  Company  except  for  hardship
distributions from the Participant's  Deferred Salary Account in the Tandy Fund,
formerly the Tandy Employees  Deferred Salary and Investment  Plan, and the ESOP
account in the Tandy Fund, formerly the Tandy Employees Stock Ownership Plan.

                  2. The Program  also  provides  for the full  withdrawal  of a
Participant's  account upon  receipt of a written  Notice of  Withdrawal  at the
Program   Administration   Office  upon  the  Participant's  (a)  death  or  (b)
termination of Employment, either voluntarily, involuntarily or by retirement at
age 65 or older.

         B.       PAYMENT IN CASH OR TANDY STOCK.

                  1.  The  Participant  will  be  paid  in  Tandy  Stock  if the
Participant   delivers  a  written   Notice  of   Withdrawal   to  the   Program
Administration office or if the Company's records indicate that one of the above
two events of withdrawal  (as defined in X. A. 2.) has  occurred.  All Financial
Hardship withdrawals will be paid in cash as provided for below.

                  2. Employee  Payroll  Deductions,  Company  Contributions  and
Other Contributions not yet paid over or delivered as Tandy Stock to the Trustee
will be paid over to the  withdrawing  Participant  by the  Company  or Tandy in
cash.

                  3. Upon withdrawal no Fractional  Share will be distributed by
the Trustee. In lieu of distribution of such Fractional Share of Tandy Stock the
Trustee  will pay a  Participant  the Stock  Price for the month  preceding  the
distribution date.

         C.  DETERMINATION OF AMOUNT OF PAYMENT.  The amount of payment in Tandy
Stock will be  determined  by the number of shares  credited to a  Participant's
account:

          1. at the end of the  calendar  quarter  preceding  the receipt of the
     written Notice of
Withdrawal by the Program Administration office; or

                  2. in the  absence of receipt  by the  Program  Administration
office of a Notice of Withdrawal from the Participant,  Alternate  Payee(s),  or
the Participant's Beneficiary,  at the end of the calendar quarter preceding the
month in which one of the two  withdrawal  events is  recorded in the records of
the Program Administration  office,  regardless of the month in which such event
occurred.

In the event of a Financial Hardship withdrawal, when the Participant delivers a
written Notice of Financial  Hardship  Withdrawal to the Program  Administration
office, then the Trustee shall take the number of shares of Tandy Stock credited
to the Participant's account at the end of the preceding calendar quarter, value
it at the Stock Price for the calendar  month  preceding  the date of receipt of
the notice of withdrawal,  sell such Tandy Stock and then distribute cash to the
Participant.

         D.  REENTERING  THE  PROGRAM.  In the  event  of a  Financial  Hardship
withdrawal  under this Program a Participant may not renew  participation  for a
period of twelve (12) months from the date of distribution of the withdrawal.

         E. RECIPIENT OF DISTRIBUTION. All withdrawal distributions will be made
to the  Participant  except  withdrawal  distributions  resulting  from death or
divorce of the Participant.  In the event of death,  payment will be made to the
Beneficiary  designated  by the  Participant  or as  otherwise  provided  by the
Program and the Participant's  Beneficiary may act in behalf of the Participant.
In the event of a Participant's  divorce, a certified copy of the divorce decree
or Qualified Domestic Relations Order  (collectively  referred to hereinafter as
"Court Order") must be submitted to the Program  Administration  office together
with any other identifying information as required by the Program Administration
office. The Participant's  account will then be divided as specifically  ordered
in the Court  Order and the shares  awarded to the  Alternate  Payee(s)  will be
withdrawn.   Distribution  to  the  Participant,   the  Alternate  Payee(s),  or
Beneficiary  shall be made as soon as  practicable  after the  event  permitting
withdrawal.

         F.  SUSPENSION  FROM  THE  PROGRAM.  In the  event  of a  Participant's
withdrawal from the Tandy Fund,  formerly DIP, the Participant will be suspended
from participation in the Program as set out below:

                  1. Partial Withdrawal. If a Participant elects to withdraw all
or any  portion  of the value of his  Voluntary  account  under the Tandy  Fund,
formerly DIP, if any, his  participation in the Program does not terminate,  but
his Employee Payroll Deductions and Company Contributions shall automatically be
suspended for a period of six months.

                  2. Total Withdrawal.  If a Participant  elects to withdraw the
full value of his Company  account  under the Tandy Fund,  formerly  DIP,  while
employed by Company,  his  participation  under the Program is  suspended  for a
period of 12 months,  during  which no Employee  Payroll  Deductions  or Company
Contributions will be made.

                  3.  Tandy  Fund,  formerly  DIP,  Hardship  Withdrawal.  If  a
participant makes a financial hardship withdrawal under the Tandy Fund, formerly
DIP, his participation  under the Program is suspended for a period of 12 months
from the date of distribution of the withdrawal, during which period no Employee
Payroll Deductions or Company Contributions will be made.

                                       XI

                                   BENEFICIARY

         A. DESIGNATION OF BENEFICIARY. Participants shall file with the Company
a written  designation  of Beneficiary  designating  who is to receive any Tandy
Stock,  Fractional Share payment, and any cash to the Participant's credit under
the  Program in the event of his death  prior to  delivery  to him of such Tandy
Stock, Fractional Share payment or cash.

         B. CHANGE OF  BENEFICIARY.  A  Participant  may change his  Beneficiary
designation  at any  time by  written  notice  being  delivered  to the  Program
Administration  office.  Such  change  shall  take  effect  as of the  date  the
Participant signed such written notice,  whether or not Participant is living at
the time of receipt of such notice by the Program  Administration office, except
that the  change  of  Beneficiary  shall not be  effective  if the  Program  has
distributed  the  Participant's  account  prior  to  receipt  of the  change  of
Beneficiary form.

         C.  DISTRIBUTIONS  TO BENEFICIARY.  Upon the death of a Participant and
upon receipt of proof deemed  adequate by the Program  Administration  office of
the  identity and  existence  at the  Participant's  death of a  Beneficiary  or
Beneficiaries validly designated by him under the Program,  distribution will be
made to the Beneficiary or  Beneficiaries in the manner and form as set forth in
Section X hereof.

         D. ABSENCE OF BENEFICIARY.  In the absence of a Beneficiary  designated
under the Program who is living at the time of Participant's death, distribution
shall be made to the executor or administrator of the estate of the Participant.
If no executor or  administrator  has been  appointed  to the  knowledge  of the
Program  Administration  office (or in the event such executor or  administrator
has been  disqualified),  distribution  may be made to such person or persons as
the Program  Administration office shall be satisfied is or are legally entitled
thereto.

         E. INTEREST OF BENEFICIARY IN PROGRAM. No designated Beneficiary shall,
prior to the death of the  Participant by whom he has been  designated,  acquire
any  interest in the Tandy  Stock,  Fractional  Share,  or cash  credited to the
Participant under the Program or in the assets of the Trust.


                                       XII

                       VOTING AND TENDERING OF TANDY STOCK

          A.  VOTING  OF  TANDY  STOCK  BY   PARTICIPANTS   AND   BENEFICIARIES.
     Notwithstanding any provision
contained in the Program to the contrary, or:

                  1. The  Trustee  shall have the power to vote all Tandy  Stock
held by it on matters which may be voted by Member Organizations of the New York
Stock Exchange,  Inc. without  customer  instructions as provided in Rule 452 of
the  Rules  of the  Board of  Directors  of the New York  Stock  Exchange,  Inc.
(Supplementary Material Item .11).

                  2. With  respect to matters  other  than  those  described  in
Subsection 1 of this Section A of this Article  ("Pass Through  Matters"),  each
Participant or Beneficiary who timely provides instructions to the Trustee shall
be entitled to direct the  Trustee  how to vote Tandy  Stock  allocated  to such
Participant's  or  Beneficiary's  accounts in accordance  with this Section.  In
order to implement these voting  directions,  Tandy or the Trustee shall provide
each  Participant  or  Beneficiary  with proxy  solicitation  materials or other
notices or an information statement which are distributed to Tandy shareholders,
together with a form  requesting  confidential  instructions as to the manner in
which Tandy Stock allocated to the Participant's or Beneficiary's account are to
be voted. Each Participant or Beneficiary shall, as a named fiduciary  described
in Section  403(a)(1)  of ERISA,  direct the Trustee with respect to the vote of
such Tandy Stock  allocated to the account of the  Participant  or  Beneficiary.
Reasonable  means shall be  employed  by the Trustee to provide  confidentiality
with respect to the voting by such  Participant or  Beneficiary  and the Trustee
shall hold such  directions in confidence  and shall not divulge or release such
directions to any person, including Tandy or any director,  officer, employee or
agent of Tandy,  it being the intent of this provision of this Section to ensure
that Tandy (and its directors,  officers, employees and agents) cannot determine
the direction given by any Participant or Beneficiary.  Such instructions  shall
be in such  form  and  shall be filed  in such  manner  and at such  time as the
Trustee may prescribe.

                  3. On Pass-Through  Matters,  the Trustee shall vote all Tandy
Stock which is allocated to Participants' and Beneficiaries'  accounts for which
it does not receive timely or valid voting  instructions  in the same proportion
as Tandy Stock which is allocated to Participants' and  Beneficiaries'  accounts
for which it does receive timely and valid voting instructions.

         B. TENDER  OFFERS.  The  provisions  of this Section shall apply in the
event any "Person" (as the term person is used for purposes of Section  13(d) or
14(d) of the  Securities  Exchange Act of 1934, as amended),  either alone or in
conjunction  with others,  makes a tender offer, or exchange offer, or otherwise
offers to purchase,  or solicits an offer to sell to such Person, one percent or
more of the outstanding Company securities (hereinafter referred to as a "Tender
Offer").

                  1. The Trustee may not take any action in response to a Tender
Offer except as otherwise  provided in this Section B of this Article XII.  Upon
commencement  of a  Tender  Offer,  Tandy  or  the  Trustee  shall  notify  each
Participant  or  Beneficiary  for whom an account is  maintained  of such Tender
Offer and use its best efforts to timely  distribute or cause to be  distributed
to  each  Participant  or  Beneficiary  all  information,  documents  and  other
materials as are distributed to shareholders of the Tandy with the Tender Offer.
Each Participant or Beneficiary shall be entitled to direct the Trustee to sell,
offer to sell,  exchange or  otherwise  dispose of the Tandy Stock  allocated to
such Participant's or Beneficiary's  accounts in accordance with the provisions,
conditions  and terms of such Tender Offer and the  provisions  of this Section.
Such a Participant or  Beneficiary  shall direct the Trustee with respect to the
tender of such shares of Tandy Stock which are  allocated to the accounts of the
Participant or Beneficiary. Reasonable means shall be employed by the Trustee to
provide  confidentiality  with  respect  to the  tendering  directions  by  each
Participant  or  Beneficiary  and the  Trustee  shall  hold such  directions  in
confidence  and shall not  divulge or release  such  directions  to any  person,
including Tandy or any director,  officer,  employee or agent of Tandy, it being
the  intent of this  provision  of this  Section  to ensure  that Tandy (and its
directors,  officers,  employees  and agents)  cannot  determine  the  tendering
directions given by any Participant or Beneficiary.  Such instructions  shall be
in such form and shall be filed in such  manner and at such time as the  Trustee
may prescribe.

                  2. A Participant or  Beneficiary  who has directed the Trustee
to tender or  exchange  Tandy  Stock  may,  at any time  prior to the  tender or
exchange  offer  withdrawal  date,  or such earlier date as  established  by the
Trustee,  instruct the Trustee to withdraw, and the Trustee shall withdraw, such
Tandy Stock from the tender or exchange offer prior to the withdrawal  deadline.
The Trustee may impose reasonable limits on the number of instructions to tender
or exchange or  withdraw  which a  Participant  or  Beneficiary  may give to the
Trustee.

                  3.  The  Trustee  shall  sell,  offer  to  sell,  exchange  or
otherwise   dispose  of  the  Tandy  Stock  allocated  to  a  Participant's   or
Beneficiary's  account with respect to which it has received directions to do so
under  this  Section  and  which  have not been  withdrawn.  The  proceeds  of a
disposition  directed by a Participant or Beneficiary shall be allocated to such
Participant's or Beneficiary's account.

                  4. To the extent to which Participants or Beneficiaries do not
instruct the Trustee,  or do not issue valid directions to the Trustee, to sell,
offer to sell,  exchange or  otherwise  dispose of the Tandy Stock  allocated to
their  accounts,  such  Participants  or  Beneficiaries  shall be deemed to have
directed the Trustee that their  respective  accounts  remain  invested in Tandy
Stock subject to all provisions of the Program.

                  5. Following the  completion of a Tender Offer,  the Committee
may direct the substitution of new "qualified employer  securities" as such term
is defined in Internal  Revenue Code  Section  409(1) for Tandy Stock or for the
proceeds  of any  disposition  of Tandy  Stock  to the  extent  provided  in the
Program; provided, however, that any such substitute employer securities must be
publicly  traded  securities.  In  lieu  of the  substitution  of new  qualified
employer securities, the Committee may direct that the Trust Fund be invested in
other securities, properties or investment vehicles. Pending the reinvestment of
any  disposition  of  Tandy  Stock,  the  Trust  Fund  may be  invested  in such
securities,  property or  investment  vehicles as the Committee may from time to
time  direct;  provided,  however,  in the  absence  of any  direction  from the
Committee,  the Trustee may invest the cash  proceeds in  short-term  securities
issued by the United States of America or any agency or instrumentality  thereof
or any other investment of a short-term nature,  including corporate obligations
or participations therein and collective or common investment funds.
<PAGE>
                                      XIII

                      PARTICIPATION BY AFFILIATED COMPANIES

         This Program  shall apply to any  corporation a portion of whose voting
stock is owned directly or indirectly by Tandy,  and any of its  affiliates,  if
such company or corporation  shall elect to participate  and if, and so long as,
such participation shall be approved by Tandy. Each participating  Company shall
be bound by the terms of this document.

                                       XIV

                         NO WARRANTY OF SECURITY VALUES

         Neither the Trustee or Company,  their officers,  directors,  agents or
servants,  warrants  or  represents  in any way that the value of Tandy Stock in
which the  Participant  may have an interest will increase or will not decrease.
Each Participant assumes all risk in connection with any changes in the value of
Tandy Stock to the extent he may have an interest therein.

                                       XV

                               GENERAL PROVISIONS

         A.  EXTENT OF  CERTAIN  RIGHTS OF  PARTICIPANTS.  Participation  in the
Program shall not entitle any employee to be retained in the service of Company.
The at-will  employment  right and power of Company to dismiss or discharge  any
employee is specifically reserved.

         B. LIMITATION OF  PARTICIPANT'S  RIGHTS.  No Participant nor any person
claiming  under or  through  them  shall  have any right or  interest  under the
Program that is not herein expressly granted.

         C.  ASSIGNMENT.  No  interest in any Tandy Stock or cash held under the
Program prior to delivery to the Participant as hereinabove  provided,  shall be
assigned,  alienated,  pledged,  or  otherwise  encumbered  in whole or in part,
either  directly by operation of law, or otherwise.  If any attempt is made by a
Participant to assign,  alienate,  pledge, or otherwise encumber his interest in
such Tandy Stock or cash, prior to such delivery, for his debts,  liabilities in
tort or contract, or otherwise,  then the Committee (in its absolute discretion)
may treat such attempt as an election by the  Participant  to withdraw  from the
Program  permanently and submit to any loss of rights as provided in the Program
in the case of a  withdrawal  at the time of such  attempt,  except that a Court
Order, to pay an Alternate Payee(s),  issued upon a Participant's  divorce shall
not  be  a  violation  under  this  paragraph  which  requires  a  Participant's
withdrawal.

         D. QUARTERLY  STATEMENT OF ACCOUNTS.  As soon as practicable  after the
end of each  calendar  quarter,  each  Participant  shall  be  furnished  with a
statement of Tandy Stock credited to his account under the Program.

         E. REGISTRATION OF STOCK.  Each  Participant,  Beneficiary or Alternate
Payee  shall,  at such time as the  Program  Administration  office or Tandy may
reasonably  request,  furnish written  instructions  for the registration of the
Tandy Stock to be  delivered  under the Program upon  completion  of the Holding
Period.  Such Tandy  Stock will be  registered  in the name of the  Participant,
Beneficiary or Alternate  Payee (or if a minor, in the name of another person as
custodian under the Uniform Gifts to Minors Act, or if incompetent,  in the name
of the guardian or such other person(s) as the Program Administrative  Committee
or Tandy may  determine)  alone or in his name and that of one such other  adult
person as he may designate as joint tenants with right of survivorship,  and not
as tenants in common.  Such instructions shall remain in effect until receipt by
the Program Administration office or Tandy of written instructions to change the
registration previously authorized. In the absence of such written instructions,
Tandy Stock to be delivered to a  Participant  will be registered in his name or
the  Alternate  Payee's  name  alone or in the event of his death  prior to such
delivery  will be  registered  in the name of the  person  or  persons  entitled
thereto.

         F.       MISCELLANEOUS.

                  1.  The  Trustee  may  rely  upon  the   authenticity  of  any
information  supplied to it by the Company in  connection  with the operation of
the Program, and shall be fully protected in relying upon such information.

                  2.   No   individual   administering,   or   aiding   in   the
administration  of the Program or the Trust shall have any liability,  except as
provided in Section XV.F.3.  below. As a condition precedent to participation in
the Program or the receipt of benefits  thereunder,  such  liability  if any, is
expressly  waived and  released by each  Participant  and by any and all persons
claiming  under or  through  any  Participant  such  waiver  and  release  to be
conclusively evidenced by the act of participation or the acceptance of benefits
thereunder.

                  3.   No   individual   administering,   or   aiding   in   the
administration  of,  the  Program  shall be  liable  except  for his own acts or
omissions and then only for willful misfeasance,  bad faith, gross negligence or
reckless  disregard of the duties involved in the conduct of his office. As used
herein,  "individual  administering,  or  aiding  in the  administration  of the
Program" shall include any share owner, director,  officer, employee or agent of
the Company or Trustee.

                  4. Tandy or the  Program  Administration  office  may  require
compliance with any legal  requirements  which it deems necessary as a condition
for  delivery  of, or payment  for,  any Tandy  Stock or cash to the credit of a
Participant under the Program.

                  5. By a Participant's  act of  participating in the Program or
by the acceptance of any of the benefits  thereunder,  such  Participant and any
and all persons claiming under or through any such Participant, shall thereby be
conclusively  deemed to have indicated his acceptance and  ratification  of, and
consent to, the application of the provisions of the Program.

                  6.  Tandy  Stock  purchased,  sold or  transferred  under  the
Program by Tandy or the Trustee may be either  treasury  shares or newly  issued
shares.

                  7. No Participant,  beneficiary of a Participant, or any other
person  shall have any right or claim to the Trust Fund except as  specified  in
the Program and this Trust Agreement.  Any disputes as to the amount of benefits
payable or  distributable  under this Trust shall be resolved by the  Committee,
whose decision shall be final. No Participant or any other person shall have any
right or claim with respect to disputed  benefits against the Trust, the Trustee
or Company.

                  8.  The   determination  of  any  question   relating  to  the
construction,  interpretation,  administration or application of the Program and
its  rules  and   regulations   is  vested  solely  in  the  Committee  and  all
Participant's and other persons shall be bound thereby.

                  9. For the  purposes of the  Program,  unless the  contrary is
clearly  indicated by the context,  the use of the  masculine  gender shall also
include within its meaning the feminine,  and the use of the singular shall also
include within its meaning the plural, and vice versa.

                                       XVI

                           NOTICES AND COMMUNICATIONS

         A. TO PARTICIPANTS.  All notices, reports and other communications to a
Participant under or in connection with the Program shall be deemed to have been
duly given,  made or delivered when received by the Participant,  or (if mailed)
when mailed with postage prepaid and addressed to the Participant at his address
last appearing on the records of the Company.

         B. BY PARTICIPANTS.  All notices,  instructions or other communications
by a Participant to Tandy under or in connection  with the Program shall be duly
given, made or delivered when received by the Corporate Secretary of Tandy (1800
One  Tandy  Center,  Fort  Worth,  Texas  76102)  or when  received  in the form
specified in writing by Tandy and at the location, or by the person,  designated
for receipt of such notice, instruction or other communication by Tandy.

                                      XVII

                      AMENDMENT, SUSPENSION OR TERMINATION

         A.  AUTHORITY  TO AMEND,  SUSPEND  OR  TERMINATE.  The  Tandy  Board of
Directors,  without notice to a Participant, may amend, suspend or terminate the
Program at any time, or from time to time.  Without  limitation,  such amendment
may change (a) the rates of Employee Payroll  Deductions which may be designated
by all Participants or (b) the rate of Company  Contributions,  or (c) any other
provisions of the Program,  except a  Participant's  percentage rate of Employee
Payroll Deductions may not be increased without his consent.

         B.  DELEGATION OF AUTHORITY.  The Tandy Board of Directors may delegate
to the  Chairman of the Board,  Vice  Chairman of the Board,  or  President  the
authority to amend any provision of this Program, provided such amendment is (a)
of an  administrative  nature or (b) does not result in any material increase in
costs to a Company.

         C. AMENDMENTS. No amendment,  suspension or termination shall adversely
affect any rights of a Participant to Tandy Stock,  Fractional  Share payment or
cash to his credit under the Program as of the date of amendment,  suspension or
termination. Upon such termination, all Tandy Stock, Fractional Share payment or
cash to the credit of each Participant  under the Program shall be promptly paid
over to him.

                                      XVIII

                                 APPLICABLE LAW

         Any question  concerning or in respect of the  validity,  construction,
interpretation,  administration and effect of the Program,  and of its rules and
regulations,  and the rights of any or all persons having or claiming to have an
interest  therein or  thereunder,  shall be governed  exclusively  and solely in
accordance with the laws of the State of Texas, with Jurisdiction for any action
being expressly agreed as being in Tarrant County, Texas where all contributions
to the Trust are deemed to take place.

                                       XIX

                                   DEFINITIONS

         For the purposes of the Program,  unless some other  meaning is clearly
indicated by the context, the following definitions shall be applicable:

         "Alternate  Payee"  shall have the same  meaning as defined in Internal
Revenue Code section 414 (p) and in the Employee  Retirement Income Security Act
at 29 U.S.C.S. section 105, as it may be amended from time to time.

         "Beneficiary" is defined in Section XI.

         "Company" is defined in Section IV as "Tandy and each of its affiliates
and associates adopting the Program".

         "Company Contribution" is defined in Section VI

         "Continuous  Full  Time  Service"  means  the  most  recent  period  of
uninterrupted  employment  as an employee of the  Company  when such  employment
consists  of more than  thirty-five  (35)  hours per week for more than five (5)
months per year. The continuity of an employee's  service shall not be deemed to
be broken during such period as the employee shall be:

                  (a)      on military leave; or

                  (b)      on other leave of absence  authorized  by the Company
                           for  sickness,  disability,  or other  circumstances,
                           granted  in  accordance   with  an  established   and
                           uniformly applied Company policy; or

                  (c)      laid off in order to effect a temporary  reduction in
                           personnel, provided such employee shall be reemployed
                           within three hundred sixty-five (365) days after such
                           lay-off.

         "Court Order" is defined in paragraph X. E.

         "Earnings" means the amount which an employee is receiving as salary or
wages from the Company, including (a) payment for overtime,  vacation pay, night
shift  bonus,   and  any  cost  of  living   adjustment,   including   Incentive
Compensation,  other variable  compensation  or Bonds,  but excluding (b) living
allowance,  retainers,  any special payments made for services performed outside
his regular duties and any other special payments, (c) except to the extent that
the  inclusion  of any item in (b) above is  specifically  approved by the Chief
Executive Officer of Tandy or by such employee or employees of the Company as he
may authorize in writing.  Commissions shall be included as Earnings only to the
extent determined by the Chief Executive Officer of Tandy or by such employee or
employees  of the Company as he may  authorize  in writing.  Earnings  shall not
include Company Contributions to the Tandy Stock Purchase Program.

         "Employee" means a regular  employee of the Company  receiving wages or
salary,  but shall not  include  any person  compensated  pursuant to a contract
other than an  employment  contract  with the  Company  under the terms of which
compensation  is paid on a regular  fixed  salary or wage basis.  As used above,
"Employee" shall also include,  without  limitation,  any salesman who is a bona
fide  employee  of the  Company  and  recognized  as such  for  Social  Security
purposes.

         "Employee Payroll Deduction" is defined in Section V.

         "Financial  Hardship"  as used in Section X is defined as (1)  expenses
for "medical care" (as described in Section 213(d) of the Internal Revenue Code)
which are either: (a) previously incurred by the Participant,  the Participant's
spouse,  children or any  dependents  (as defined in Section 152 of the Internal
Revenue Code) of the Participant,  or (b) necessary for the foregoing persons to
obtain  medical  care;  (2) the need for funds for the  purchase  of a principal
residence  of the  Participant  (excluding  mortgage  payments);  (3) payment of
tuition and related  educational  fees for the next 12 months of  post-secondary
education  for  the  Participant  or  the  Participant's  spouse,   children  or
dependents (as defined in Section 152 of the Internal  Revenue Code); or (4) the
need for funds to prevent the  eviction of the  Participant  from his  principal
residence  or to  prevent  foreclosure  on the  mortgage  of  the  Participant's
principal residence.

         "Fractional  Share" means an interest  equivalent to and expressed as a
fraction of a share of Tandy Stock  determined by dividing that amount  credited
to the  Participant  to be applied to the  purchase of Tandy Stock (but which is
insufficient  to acquire a full share of Tandy  Stock) by the  applicable  Stock
Price for the applicable month with respect to such credit.

         "Holding Period" is defined in Section IX.

         "Officers"  means the Chairman of the Board,  President,  any Executive
Vice President,  Senior Vice President,  Vice President,  Treasurer,  Secretary,
Assistant Treasurer or Assistant Secretary and such other employees as the Tandy
Board of Directors may designate as "Officers" for this purpose.

         "Other Contribution" is defined in Section VI.C.

         "Participant" is defined in Section IV.

         "Program" is defined in Section I.

         "Qualifying  Service"  means the most  recent  period of  uninterrupted
employment  consisting  of 1,000  hours of  employment  in any twelve (12) month
period.

         "Stock  Price" is  defined in Section  VI.D.  as "a price  equal to the
average closing price of Tandy Stock as reported for the New York Stock Exchange
composite transactions for each trading day of the calendar month".

         "Tandy" is defined as Tandy Corporation, a Delaware corporation.

         "Tandy Stock" is defined as Tandy Corporation Common Stock.

         "Trustee" is defined as Bank One, Texas, NA, formerly Team Bank.

         "Trust  Fund" is defined in Section III as cash or Tandy Stock held for
the benefit of Participants.

                                       XX

                                TRUST TAX STATUS

         A. The Program is intended to be  established  as a grantor trust under
sections  671-677 of the Internal  Revenue Code of 1986,  as amended,  with each
Participant  considered  to be a  grantor  subject  to tax on his share of Trust
income as the owner of his respective portion of the Trust as represented by his
Participant account.

         B. Tandy shall report to the Trustee within 60 days and the Trustee, or
Tandy,  shall  report  to  each  Participant  within  75 days of the end of each
Program Year the amount of dividends paid on Tandy Stock held in his account.

                                       XXI

                                 EFFECTIVE DATE

         A. The  Program  shall  become  effective  as of the date set  forth in
Section I.B. but only upon approvals,  rulings and orders (satisfactory to Tandy
and,  to the  extent  deemed  by  Tandy to be  necessary  or  desirable)  by the
appropriate  State and Federal or other  government  authorities with respect to
the Program and any action contemplated under the Program.

         B.  Notwithstanding  the  provisions  of Section IV, and Paragraph A of
this  Section,  employees  who  are  represented  by  a  union  (pursuant  to  a
certification  by the National Labor  Relations Board or otherwise in accordance
with the  provisions  of Section 9 of the National  Labor  Relations  Act) shall
become  eligible  to  participate  in the Program (a) only after the Company and
such union shall have  entered  into a written  agreement to the effect that the
Program  shall  be  offered  to the  employees  so  represented  and (b) only in
accordance with any conditions or requirements contained in such agreement.

                                      XXII

                                CHANGE IN CONTROL

         A. Notwithstanding any provision contained in the Plan to the contrary,
for a period of one (1) year  following  a Change  in  Control  (as  hereinafter
defined),  the  Program may not be  terminated  or amended in any way that would
adversely  affect the  computation  or amount of, or  entitlement  to,  benefits
hereunder, including, but not limited to, (a) any reduction in the right to make
Employee  Payroll  Deductions by any individual who was an eligible  employee on
the date immediately prior to a Change in Control,  (b) a reduction in the level
of Company  Contributions  with respect to such individuals or (c) any change in
the distribution or withdrawal  provisions.  Any amendment or termination of the
Program  that (i) was at the  request  of a third  party  who has  indicated  an
intention or taken steps reasonably  calculated to effect a Change in Control or
(ii)  otherwise  arose in connection  with, or in  anticipation  of, a Change in
Control shall be null and void, and shall have no effect whatsoever.

         B. For purposes of the Program, a "Change in Control" shall mean any of
the following events:

                  1. An  acquisition  (other  than  directly  from Tandy) of any
voting  securities  of Tandy (the "Voting  Securities")  by any "Person" (as the
term  person is used for  purposes of Section  13(d) or 14(d) of the  Securities
Exchange Act of 1934, as amended (the "1934 Act"))  immediately after which such
Person has "Beneficial  Ownership" (within the meaning of Rule 13d-3 promulgated
under the 1934 Act) of  fifteen  percent  (15%) or more of the  combined  voting
power of Tandy's then  outstanding  Voting  Securities;  provided,  however,  in
determining  whether a Change in Control has occurred,  Voting  Securities which
are acquired in a "Non-Control  Acquisition" (as hereinafter  defined) shall not
constitute an acquisition which would cause a Change in Control.  A "Non-Control
Acquisition"  shall mean an acquisition  by (1) an employee  benefit plan ( or a
trust  forming  a part  thereof)  maintained  by (i) the  Company  or  (ii)  any
corporation  or other  Person of which a  majority  of its  voting  power or its
voting equity securities or equity interest is owned, directly or indirectly, by
Tandy (a  "Subsidiary"),  (2) Tandy or its  Subsidiaries,  or (3) any  Person in
connection with a "Non-Control Transaction" (as hereinafter defined);

                  2. The  individuals  who, as of August 22, 1990 are members of
the Board (the  "Incumbent  Board")  cease for any reason to constitute at least
two-thirds of the Board; provided,  however, that if the election, or nomination
for election by Tandy's stockholders, of any new director was approved by a vote
of at least  two-thirds of the Incumbent  Board,  such new director  shall,  for
purposes of the  Program,  be  considered  as a member of the  Incumbent  Board;
provided  further,  however,  that no individual shall be considered a member of
the Incumbent Board if such individual  initially  assumed office as a result of
either an actual or threatened  "Election  Contest" (as described in Rule 14a-11
promulgated  under the 1934 Act) or other actual or threatened  solicitation  of
proxies or consents  by or on behalf of a Person  other than the Board (a "Proxy
Contest")  including by reason of any agreement  intended to avoid or settle any
Election Contest or Proxy Contest; or

         3.       Approval by stockholders of Tandy of:

          (i) A merger, consolidation or reorganization involving Tandy, unless

                           (I) the  stockholders  of Tandy,  immediately  before
                           such merger,  consolidation or  reorganization,  own,
                           directly or  indirectly  immediately  following  such
                           merger,  consolidation  or  reorganization,  at least
                           sixty percent  (60%) of the combined  voting power of
                           the outstanding  voting securities of the corporation
                           resulting  from  such  merger  or   consolidation  or
                           reorganization   (the  "Surviving   Corporation")  in
                           substantially  the same proportion as their ownership
                           of the  Voting  Securities  immediately  before  such
                           merger, consolidation or reorganization,

                           (II)  the   individuals   who  were  members  of  the
                           Incumbent Board immediately prior to the execution of
                           the    agreement    providing    for   such   merger,
                           consolidation or  reorganization  constitute at least
                           two-thirds  of the members of the board of  directors
                           of the Surviving Corporation,

                           (III) no Person (other than any Tandy Subsidiary, any
                           employee  benefit  plan (or any trust  forming a part
                           thereof)   maintained   by   Tandy,   the   Surviving
                           Corporation,  or any Tandy Subsidiary,  or any Person
                           who, immediately prior to such merger,  consolidation
                           or reorganization had Beneficial Ownership of fifteen
                           percent (15%) or more of the then outstanding  Voting
                           Securities)  has  Beneficial   Ownership  of  fifteen
                           percent (15%) or more of the combined voting power of
                           the Surviving  Corporation's  then outstanding voting
                           securities, and

                           (IV) a  transaction  described in clauses (I) through
                           (III) shall  herein be referred to as a  "Non-Control
                           Transaction";

                  (ii)     A complete liquidation or dissolution of Tandy; or

                  (iii) An agreement for the sale or other disposition of all or
                  substantially  all of the assets of Tandy to any Person (other
                  than a transfer to a Tandy Subsidiary).

         Notwithstanding the foregoing,  a Change in Control shall not be deemed
to occur solely because any Person (the "Subject  Person")  acquired  Beneficial
Ownership of more than the permitted amount of the outstanding Voting Securities
as a result of the acquisition of Voting  Securities by Tandy which, by reducing
the number of Voting Securities  outstanding,  increases the proportional number
of shares Beneficially Owned by the Subject Person, provided that if a Change in
Control  would occur (but for the  operation  of this  sentence)  as a result of
acquisition of Voting  Securities by Tandy, and after such share  acquisition by
Tandy, the Subject Person becomes the Beneficial Owner of any additional  Voting
Securities  which  increases  the  percentage  of the  then  outstanding  Voting
Securities  Beneficially  Owned by the Subject Person,  then a Change in Control
shall occur.

         C.  Notwithstanding  any  provision  contained  in the  Program  to the
contrary, no provision of this Article XXII may be amended at any time.

         D.  Notwithstanding  any  provision  contained  in the  Program  to the
contrary,  the  provisions  of this Article XXII shall be binding upon Tandy and
its successors and assigns.

         E.  Notwithstanding  any  provision  contained  in the  Program  to the
contrary,  the provisions of this Article XXII shall be deemed severable and the
validity or  unenforceability  of any provision shall not affect the validity or
enforceability of the other provisions hereof.

         F. The  provisions  of this Article  XXII shall govern  notwithstanding
anything contained in the Program to the contrary.

         IN WITNESS WHEREOF, Tandy and the Trustee have caused this Agreement to
be executed by their duly  appointed  officers and their  corporate  seals to be
hereunto affixed as of the date first written above.

ATTEST:
                  TANDY CORPORATION

/s/Jana Freundlich                       By:/s/Richard L.Ramsey
Jana Freundlich                              Richard L. Ramsey

(SEAL)

ATTEST:
                                          BANK ONE, TEXAS, NA

/s/  Konnie Darrow                        By: /s/J. C. White
Konnie Darrow                                  J. C. White
Trust Officer                              Vice President and Trust Officer

(SEAL)
[{"type": "S-8", "sequence": "1", "description": "SUP", "secsgml_size_bytes": 86772}]
{"company-data": {"conformed-name": "TANDY CORP /DE/", "cik": "0000096289", "assigned-sic": "5731", "irs-number": "751047710", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63661", "film-number": "98711336"}, "business-address": {"street1": "100 THROCKMORTON ST", "street2": "STE 1800", "city": "FORT WORTH", "state": "TX", "zip": "76102", "phone": "8173903700"}, "mail-address": {"street1": "100 THROCKMORTON SUITE 1800", "city": "FORTH WORTH", "state": "TX", "zip": "76102"}, "former-company": [{"former-conformed-name": "TANDY LEATHER CO", "date-changed": "19681216"}, {"former-conformed-name": "AMERICAN HIDE & LEATHER CO", "date-changed": "19660825"}]}
Registration  No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                TANDY CORPORATION
             (Exact name of Registrant as specified in its charter)

       Delaware                                           75-1047710
(State or Other Jurisdiction of                        (I.R.S. Employer
 Incorporation or Organization)                       Identification No.)

100 Throckmorton Street, Suite 1800                         76102
       Fort Worth, Texas 
(Address of Principal Executive Offices)                  (Zip Code)

                   TANDY EMPLOYEES SUPPLEMENTAL STOCK PROGRAM
                            (Full Title of the Plan)

       M. C. Hill, Vice President, Corporate Secretary and General Counsel
                                Tandy Corporation
                       100 Throckmorton Street, Suite 1900
                             Fort Worth, Texas 76102
                     (Name and Address of Agent for Service)

                                  817-415-3924
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of                                       Proposed                Proposed
      Securities                Amount                 Maximum                Maximum                Amount of
         to be                   to be             offering price            aggregate             Registration
      Registered           Registered (1)(2)        per share(3)           offering price               Fee
Common Stock,    
     $1 par value              1,000,000               $56.72               $56,720,000             $16,732.40
    Preferred Share
    Purchase Rights
(1) In addition,  pursuant to Rule 416(c) under the  Securities Act of 1933 this
Registration  Statement also covers an indeterminate amount of plan interests to
be offered or sold pursuant to the Tandy Employees Supplemental Stock Program.

(2) If, prior to the completion of the  distribution of the Common Stock covered
by this Registration Statement,  additional shares of Common Stock are issued or
issuable  as a result  of a stock  split or stock  dividend,  this  Registration
Statement  shall be deemed to cover such  additional  shares  resulting from the
stock split or stock dividend pursuant to Rule 416.

(3) The  number  of  shares  registered  has been  computed  on the basis of the
Issuer's  estimate of the  aggregate  of the employee  contributions  to be made
under the Tandy Employees  Supplemental  Stock Program for a period of 36 months
following  the  effective  date of the  Registration  Statement  and utilized to
purchase shares of the  Registrant's  Common Stock at market prices from time to
time  as  provided  in  the  Program.   One  Preferred   Share   Purchase  Right
automatically  trades with each share of Common  Stock and is  evidenced  by the
certificate  for the  Common  Stock.  The  registration  fee was  calculated  in
accordance  with Rule  457(c)  upon the basis of the average of the high and low
prices of the Common Stock as reported on the New York Stock Exchange  Composite
Transaction System on September 14, 1998.

                           INCORPORATION BY REFERENCE

         This  Registration  Statement  registers  additional  securities of the
Registrant of the same class (plan participations and shares of the Registrant's
Common  Stock and  Preferred  Share  Purchase  Rights)  as have been  previously
registered  on Form  S-8 for the  Tandy  Employees  Supplemental  Stock  Program
("SUP").  Accordingly,  pursuant  to  General  Instruction  E of Form  S-8,  the
contents of  Registration  Statement on Form S-8 (File No.  33-33189) filed with
the  Securities  and Exchange  Commission  (the  "Commission")  and effective on
February 19, 1990, as amended by the Appendix to the prospectus dated August 29,
1990 and the contents of Registration  Statement on Form S-8 (File No. 33-51599)
filed  with the  Commission  and  effective  on  December  20,  1993 are  hereby
incorporated in their entirety by reference herein.

                                   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 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 the 18th day of
September, 1998.

                                                Tandy Corporation

                                                By:  /S/John V. Roach
                                                   John V. Roach, Chairman and
                                                     Chief Executive Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on the 18th day of September, 1998.

Signature                             Title

/s/   John V. Roach                   Chairman of the Board and Chief Executive
John V. Roach                         Officer

/s/   Dwain H. Hughes                 Senior Vice President and Chief Financial
Dwain H. Hughes                       Officer  

/s/   James I. Cash, Jr.              Director
James I. Cash, Jr.

/s/   Ronald E. Elmquist              Director
Ronald E. Elmquist

/s/   Lewis F. Kornfeld, Jr.          Director
Lewis F. Kornfeld, Jr.

/s/   Jack L. Messman                  Director
Jack L. Messman

/s/   William G. Morton, Jr.           Director
William G. Morton, Jr.

/s/   Thomas G. Plaskett                Director
Thomas G. Plaskett

/s/   Leonard H. Roberts                 Director
Leonard H. Roberts

/s/   Alfred J. Stein                    Director
Alfred J. Stein

/s/   William E. Tucker                   Director
William E. Tucker

/s/   John A. Wilson                      Director
John A. Wilson

The Plan.  Pursuant to the requirements of the Securities Act of 1933, the Tandy
Employees Supplemental Stock Program has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Fort Worth and State of Texas, on the 18th day of September, 1998.

                           TANDY EMPLOYEES SUPPLEMENTAL STOCK PROGRAM
                           ADMINISTRATIVE COMMITTEE

                           By: /s/C. David Christopher
                                C. David Christopher

                           By: /s/David P. Johnson
                                 David P. Johnson

                           By: /s/Johnson H. Bradley
                                Johnson H. Bradley
  

                                INDEX TO EXHIBITS

Exhibit
No.

4.1       First Restated Trust Agreement Tandy Employees Supplemental Stock
          Program.

5.1       Opinions  of Messrs.  Satterlee  Stephens  Burke & Burke LLP,  as  
          counsel, including consent.

23.1      Consent of Pricewaterhouse Coopers LLP, Independent Accountants.

23.2      Consent of  Satterlee  Stephens  Burke & Burke LLP,  Counsel  
          (included in Exhibit 5.1).

                                 FIRST RESTATED
                                 TRUST AGREEMENT
                                 TANDY EMPLOYEES
                           SUPPLEMENTAL STOCK PROGRAM
                              DATED JANUARY 1, 1996
                             (THROUGH AMENDMENT IV)

         AGREEMENT  made as of this  1st day of  January,  1996,  between  Tandy
Corporation,  a corporation  duly  organized and existing  under the laws of the
State of Delaware,  with its principal place of business at Fort Worth,  Tarrant
County,  Texas,  hereinafter called "Tandy", and Bank One Texas, NA, hereinafter
called "Trustee";

                                   WITNESSETH

         THAT WHEREAS,  Tandy  desires to  establish,  on behalf of its eligible
employees,  a Trust for the purposes of receiving and holding Tandy  Corporation
Common  Stock  ("Tandy  Stock")  and other  property  and the  paying of certain
benefits, as set out hereinafter, on behalf of its eligible employees who due to
benefit  limitations in applicable tax laws under the Internal  Revenue Code are
unable to have further  contributions made on their behalf under the Tandy Fund,
formerly the Tandy Employees Deferred Salary and Investment Plan or DIP;

         WHEREAS, the program provides for employee payroll deductions at a rate
up to 8% of a  Participant's  Earnings  after the  Participant  has  reached the
maximum  Tandy  Fund,   formerly  DIP,   contribution  and  a  Company  matching
contribution equal to 80% of the Participant's payroll deduction being paid over
to Tandy  and the  crediting  of these  funds to a  Participant's  account,  the
balance of which will be used to purchase Tandy Stock,  at regular  intervals at
current market prices,  which Tandy Stock will be held by the Trustee until such
time as a Participant meets the withdrawal or distribution  requirements set out
in the Program; and

         WHEREAS,  Tandy  desires to designate  the Trustee to hold,  manage and
disburse Trust Funds.

         NOW,  THEREFORE,  in  consideration of the premises and of the promises
and covenants  hereinafter  contained and for the purposes  herein  stated,  the
parties hereto do hereby agree as follows:

                                        I

                      NAME, EFFECTIVE DATE AND PROGRAM YEAR

          A.  NAME OF  TRUST:  The  Trust  herein  created,  and  sometimes  for
     convenience  referred  to  herein as the  "Program",  shall be known as the
     "Tandy Employees Supplemental Stock Program".

          B. EFFECTIVE DATE: This Agreement shall be effective as of the 1st day
     of September, 1989.

          C.  PROGRAM  YEAR:  The Program  Year shall end on December 31 of each
     year.

                                       II

                                 ADMINISTRATION

         A.  APPOINTMENT  OF  ADMINISTRATIVE   COMMITTEE:  The  Tandy  Board  of
Directors  shall  appoint  a  committee  to  be  known  as  the  "Administrative
Committee",  hereinafter  referred  to as the  "Committee",  to  administer  the
Program.  This  Committee  shall  consist of three or more members who shall not
necessarily  be employees of Tandy.  Tandy shall advise the Trustee of the names
of the  members of the  Committee,  and the  Trustee  shall be  entitled to rely
thereon until similarly advised of a change in the membership of the Committee.

         B. TERM OF OFFICE OF COMMITTEE  MEMBERS:  Each member of the  Committee
shall hold  office  until his death,  disability,  resignation  or removal  from
office.  Any  member of the  Committee  may be  removed  by the  Tandy  Board of
Directors at its  pleasure.  Any Committee  member may resign by delivering  his
written  resignation to Tandy and to the  Committee.  Vacancies in the Committee
arising  from  any  cause  whatsoever  shall be  filled  by the  Tandy  Board of
Directors.

         C. POWERS AND DUTIES:  The Committee  shall  administer  the Program in
accordance  with its terms and shall have all powers  necessary to carry out the
provisions of the Program. Without limiting the generality of the foregoing, the
Committee shall have the following powers:

          (1) To make and  publish  such  rules and  regulations  as it may deem
     necessary to carry out the provisions of the Program;

                  (2) To determine all questions arising in the  administration,
interpretation   and  application  of  the  Program,   including   questions  of
eligibility   of   employees   and  the  status  and  rights  of   Participants,
Beneficiaries and any other person hereunder;

                  (3) To deliver  funds or purchase  Tandy Stock for delivery to
the Trustee, as more particularly specified hereinafter;

          (4) To authorize all disbursements by the Trustee from the Trust Fund;

                  (5) To direct the  Trustee to sell Tandy  Stock to Tandy or on
the open market for the purpose of funding Financial Hardship  withdrawals under
the Program;

                  (6)      To decide any dispute arising hereunder;

          (7) To  construe  the  provisions  of the  Program  and to correct any
     defects therein; and
                  (8) To provide  procedures for the determination of claims for
benefits.

                  The determination of the Committee as to any questions arising
hereunder shall be conclusive and binding on all persons.

         D. ORGANIZATION AND OPERATION OF THE COMMITTEE: The Committee shall act
by a majority of its members at the time in office, and such action may be taken
either by a vote at a  meeting  or in  writing  without a  meeting;  however,  a
Committee  member  shall  not  vote on any  question  relating  specifically  to
himself,  but any necessary  action  regarding  such  Committee  member shall be
decided by the remaining  members of the  Committee.  In the event the remaining
members  of the  Committee  are  unable  to agree  upon the  disposition  of any
question, the Tandy Board of Directors shall appoint another person eligible for
membership  on the  Committee to serve as a temporary  member for the purpose of
reaching  a  decision  on the  matter  in  issue.  Such  matters  shall  then be
determined by a majority of the Committee, including said temporary member.

         The  Committee  may authorize any one or more of its members to execute
any  document  or  documents  on behalf  of the  Committee,  in which  event the
Committee  shall  notify the  Trustee in writing of such action and the name and
names of its members so designated. The Trustee thereafter shall accept and rely
upon any document  executed by such member or members as representing  action by
the  Committee  until  the  Committee  shall  file  with the  Trustee  a written
revocation of such designation.

         The  Committee  may  adopt  such  bylaws  and  regulations  as it deems
desirable  for the conduct of its  affairs,  and may appoint  such  accountants,
counsel,  specialists,  and other persons as it deems  necessary or desirable in
connection with the administration of the Program.  Such accountants and counsel
may, but need not be accountants  and counsel for Tandy.  The Committee shall be
entitled to rely  conclusively  upon, and shall be fully protected in any action
taken by it in good faith in relying upon any opinions or reports which shall be
furnished to it by any such accountant, counsel, or other specialist.

         The Committee  and the Trustee may by agreement in writing  arrange for
the  Committee  and/or  Tandy  to  perform  any  of  the  Trustee's  ministerial
functions,  including but not limited to the  maintenance of records of accounts
of each  Participant,  preparation and distribution of Internal Revenue Service,
Securities and Exchange Act, or Labor Department forms or documents  required to
be  provided  to each  Participant,  and  delivery of Tandy Stock or cash to the
Trustee.

         Tandy may furnish the Committee with such clerical assistance on a full
or part time  basis as shall from time to time be  reasonable  or  desirable  to
assist  in the  administration  of the  Program,  and  shall  pay all  costs and
expenses,  including Trustee's fees and expenses, incurred in the administration
of the Program,  save and except those  specified in Section III E; and save and
except those costs and expenses, including attorneys' fees, which are charged to
the  accounts  of  Participant's  by a court of  competent  jurisdiction  in any
litigation in which the Program or any of its fiduciaries are a party.

         E. RECORDS AND REPORTS:  The  Committee  shall keep a record of all its
proceedings  and acts,  and shall keep all such books of account,  records,  and
other data as may be necessary for the proper administration of the Program. The
Committee  shall  notify the  Trustee and the Tandy  Board of  Directors  of any
action  taken by the  Committee,  and,  when  required,  shall  notify any other
interested person or persons. The Committee will specifically  maintain separate
records as to each  Participant's  account.  Within a reasonable  period of time
after  the  end of  each  calendar  quarter  the  Committee  shall  notify  each
Participant  of the total  number of shares  credited to his account  which will
include  the  employee's   contributions,   other   contributions   and  Company
contributions and the cost basis of said shares.

         F. IMMUNITY FROM LIABILITY:  No member of the Committee shall incur any
liability  for any  action or failure to act,  excepting  liability  for his own
gross negligence or willful misconduct. Tandy shall indemnify each member of the
Committee against any and all claims, losses, damages, expenses and liabilities,
including any amounts paid in settlement with the Committee's approval,  arising
from any action or failure to act, except when the same is judicially determined
to be due to the gross  negligence  or willful  misconduct  of such member.  The
Committee may, at its discretion, require the written approval or disapproval of
Tandy prior to taking  action in any  particular  matter made the subject of its
responsibility hereunder.

         G.  CONCLUSIVENESS OF DETERMINATION OF COMPANY  CONTRIBUTIONS:  Neither
the Trustee, Tandy nor the Committee shall be under any duty to inquire into the
correctness  of the amounts  contributed  and paid over to Tandy by a Company in
accordance with the applicable section hereof;  nor shall the Trustee,  Tandy or
the  Committee  or any other  person be under any duty to enforce the payment of
the  contributions  to be made under the  applicable  sections  hereof;  and the
determination by the Company of its  contributions  hereunder shall be final and
conclusive upon all persons.

         H.       REVERSION AND DIVERSION:

                  (1) REVERSION:  Under no  circumstances  can a Company recover
any  part  of  the  contributions  made  to  this  Program  and  credited  to  a
Participant's account.

                  (2)  DIVERSION:  No part of the  Trust  Fund  created  by this
Program except as required to pay taxes and  administrative  expenses,  shall be
used or  diverted  to  purposes  other  than for the  exclusive  benefit  of the
Participants or their beneficiaries or estates.

                                       III

                                TRUST AND TRUSTEE

         A. ESTABLISHMENT AND ACCEPTANCE OF TRUST: The Trustee shall receive any
contributions  paid to it in cash or Tandy Stock. All contributions so received,
and  Tandy  Stock  purchased  therefrom,  shall be known  for  purposes  of this
Agreement as the "Trust Fund",  and shall be held,  managed and  administered in
Trust at the  request of and for the  benefit of  Participants  pursuant  to the
terms of this Agreement.  The Trustee hereby accepts the Trust created hereunder
and agrees to perform the duties provided for under this Agreement.

         B. POWERS OF THE TRUSTEE: The Trustee shall have all the powers granted
by the  terms of Title 9 of the  Property  Code of the  State of Texas as it now
exists, or as it may be amended, and in addition thereto and not in modification
or limitation thereof, the Trustee shall have the following powers:

                  (1) To invest the  contributions and earnings thereon of Tandy
or Company in Tandy Stock as soon as practicable  after receipt thereof,  but to
hold cash temporarily uninvested without liability for interest thereon when the
investment of such cash is impracticable;

                  (2)  To  keep  the  Trust  Fund  in  Tandy   Stock,   to  meet
contemplated withdrawals, as the Committee shall specify in written requests;

                  (3) To hold Tandy Stock purchased as investments for the Trust
Fund in its name or in the name of its nominees;

                  (4) To sell, exchange,  convey, transfer, or otherwise dispose
of any Tandy Stock held by it, by private contract or at public auction, to fund
Financial Hardship  withdrawals on behalf of and for the benefit of the affected
Participant;

                  (5) Subject to Section  XII  hereof,  to vote upon any stocks,
bonds,  or other  securities;  to give  general or special  proxies or powers of
attorney  with or without  power of  substitution;  to exercise  any  conversion
privileges,  subscription  rights  or other  options;  and to make any  payments
incidental  thereto;  to oppose  or  consent  to or  otherwise  participate  in,
corporate  reorganization or other change affecting corporate  securities and to
delegate  discretionary  powers,  and to  pay  any  assessments  or  charges  in
connection  therewith;  and  generally to exercise any of the powers of an owner
with respect to stocks, bonds,  securities or other properties held as a part of
the Trust Fund;

                  (6) To settle, compromise or submit to arbitration any claims,
debts or damages due or owing to or from the Trust  Fund,  to commence or defend
suits or legal or administrative proceedings; or

                  (7) To delegate to Tandy and/or the  Committee by agreement in
writing,  such ministerial,  record keeping and  discretionary  duties as may be
agreed upon,  including but not limited to the maintenance of records of account
of Participants,  the quarterly determination of each Participant's account, and
the number of shares of Tandy Stock purchased, delivered, or distributed by it.

                  The powers  granted to the  Trustee  under this  Section III B
shall be exercised by the Trustee in its discretion;  however, the Committee may
at any time and from time to time, by written direction to the Trustee,  require
the Trustee to obtain the written  approval of the Committee  before  exercising
such powers, as may be specified in such direction. Any such direction may be of
a continuing nature or otherwise, and may be revoked in writing by the Committee
at any time. Neither the Trustee nor any other person shall be under any duty to
question any such  direction of the  Committee and the Trustee shall as promptly
as possible  comply with any directions  given by the Committee  hereunder.  The
Trustee shall not be responsible  for any loss which may result from the failure
or refusal of the Committee to give any such required approval.

         C. INVESTMENT OF THE TRUST FUND: The Trustee shall at regular intervals
at  current  market  prices  invest all of the assets of the Trust Fund in Tandy
Stock.

         D. PAYMENTS FROM THE FUND:  The Trustee shall from time to time, on the
written direction of the Committee,  make distributions out of the Trust Fund to
the  Participants  or the  Participants'  Beneficiaries,  estates  or  Alternate
Payees,  in such manner,  in such Tandy Stock,  and for such  purposes as may be
specified in written  directives of the Committee and upon any such distribution
being made,  the amount  thereof shall no longer  constitute a part of the Trust
Fund.  The Trustee shall not be  responsible  in any way for the  application of
such  distributions  or for the adequacy of the Trust Fund to meet and discharge
any and all liabilities under the Program.

         E. FEES AND  EXPENSES OF THE  TRUSTEE:  The Trustee  shall be paid such
reasonable  compensation as shall from time to time be agreed upon in writing by
Tandy and the Trustee.  In addition,  the Trustee  shall be  reimbursed  for any
reasonable  expenses,  including  reasonable counsel fees, incurred by it in the
administration  of  the  Trust  Fund,  except  as  hereinafter  provided.   Such
compensation and expenses  incurred shall be paid by Tandy, but until paid shall
constitute  a charge upon the Trust Fund;  provided,  however,  that Tandy shall
have no obligation to pay such  compensation  and  expenses,  including  counsel
fees,  as are charged to the  accounts of  Participants  by a court of competent
jurisdiction  in any  litigation in which the Program or any of its  fiduciaries
are a party.  All costs and expenses  incurred in connection  with the purchase,
sale and transfer of securities,  and all taxes of any and all kinds  whatsoever
that may be levied or assessed under existing or future laws upon, or in respect
of, the Trust Fund, or the income thereof, shall be paid by the Trustee from the
Trust Fund.

         F.  ACCOUNTING:  The  Trustee,  or Tandy or the  Committee  by  written
agreement  with the Trustee,  shall keep  accurate and detailed  accounts of all
receipts, disbursements and other transactions hereunder.

         Within a reasonable time after the close of the Program Year and within
one  hundred  twenty  (120) days  following  the  resignation  or removal of the
Trustee or  termination  of the  Program,  the Trustee  shall  render a complete
accounting for the Program Year preceding or then ended,  as the case may be, to
a  firm  of  independent  public  accountants  to be  selected  by  Tandy.  Such
accountants  shall have full  authority  to examine  the  Trustee's  records and
accounts relating to the Program and to submit written reports thereon to Tandy.

         Within a  reasonable  time after the close of the  taxable  year of the
Trust,  which is hereby  established  to end on  December  31 of each year,  and
within one hundred twenty (120) days following the resignation or removal of the
Trustee  or  termination  of the  Trust,  the  Trustee  shall  render a complete
accounting for the taxable year preceding or then ended,  as the case may be, to
Tandy or to a firm of  independent  public  accountants to be selected by Tandy.
Such accountants  shall have full authority to examine the Trustee's records and
accounts relating to the Trust and to submit written reports thereon to Tandy.

         Within a  reasonable  time  after the close of the  Program  Year,  the
Trustee shall  transmit to each  Participant,  in such form as the Trustee shall
determine,  a statement  setting forth the interest of each such  Participant in
the Program. Such statement shall be deemed correct unless written notice to the
contrary  shall be delivered to the Trustee by a Participant  within thirty (30)
days following the mailing or delivery of such statement to the Participant.

         Reports  relating to the  Trustee's  accounts  prepared by  independent
accountants  selected by Tandy shall be maintained  at the  principal  office of
Tandy and shall be available for  inspection by  interested  persons  hereunder.
Subject to the right of a Participant to challenge the  correctness of an annual
statement  submitted  to him by the  Trustee,  the  approval by the  independent
accountants  of the Trustee's  account shall  constitute a complete  release and
discharge of the Trustee from any liability in respect to any act or transaction
reflected in the Trustee's accounts.  The foregoing provisions  notwithstanding,
no person other than Tandy or the  Committee  may require an  accounting  or the
furnishing of a statement or bring an action against the Trustee with respect to
the Trust created hereby or its actions as Trustee.

         Notwithstanding any of the foregoing provisions,  the Trustee shall not
be liable for any failure to submit an account or statement in a timely  fashion
where its  failure  to act is based on the  omission  of Tandy to name a firm of
independent accountants to whom such accounting is to be rendered or is based on
the  failure  of either  Tandy or the  Committee  to supply  information  to the
Trustee necessary for the completion of the accounting or of the statement.

         G.  AUTHORIZATION TO PROTECT THE TRUSTEE:  Any action by Tandy pursuant
to any of the  provisions  of this  Agreement  shall be evidenced by a certified
resolution of its Board of Directors delivered to the Trustee over the signature
of any person  authorized  by the said Board of  Directors  to make such written
instrument  or  resolution  so  certified  to  it.  All  orders,   requests  and
instructions  of the Committee  shall be in writing,  signed by those members or
that member of the Committee so designated by the Committee, and the Trustee may
act and shall be fully  protected in so acting in  accordance  with such orders,
requests and  instructions.  The Trustee  shall not be liable for any loss to or
diminution  of the Trust  Fund  except  when the same may be due to its  willful
misconduct   or  bad  faith  and  the  Trustee   shall  in  no  event  have  any
responsibility for the properties except those actually received by it.

         H.  REMOVAL  AND  RESIGNATION;  SUCCESSOR  TRUSTEE:  The Trustee may be
removed by Tandy at any time upon  thirty (30) days notice in writing to Trustee
and the  Committee.  The  Trustee  may resign at any time upon  thirty (30) days
notice  in  writing  to  Tandy  and to  the  Committee.  Upon  such  removal  or
resignation of the Trustee, Tandy shall appoint a successor trustee, which shall
be a bank or trust company having combined  capital and surplus of not less than
Twenty-Five Million Dollars ($25,000,000.), which shall have the same powers and
duties conferred upon the Trustee hereunder. Upon acceptance of such appointment
by the successor  trustee,  the Trustee  shall assign,  transfer and pay over to
such successor  trustee the funds and  properties  then  constituting  the Trust
Fund. The Trustee is authorized,  however,  to reserve such sum of money,  as it
may deem advisable,  for payment of its fees and expenses in connection with the
settlement  of its  account  or  otherwise,  and any  balance  of  such  reserve
remaining  after the payment of such fees and expenses shall be paid over to the
successor trustee.

                                       IV

                          PARTICIPATION IN THE PROGRAM

         A. ADOPTION OF PROGRAM. Tandy and each of its affiliates and associates
may adopt the Program for all or part of its employees as its Board of Directors
may in its discretion  approve.  Tandy and each of its affiliates and associates
adopting the Program are hereinafter collectively referred to as "Company".

         B. ELIGIBILITY. Subject to the provisions of Section XX with respect to
union-represented  employees,  all employees are eligible to  participate in the
Program if their contributions are limited in any Tandy Fund, formerly DIP, plan
year  ("Tandy  Fund Plan Year") as a result of Internal  Revenue  Code  Sections
402(g),  415(c),  401(a)(17)  and/or  401(k)(3)  and  following  an  election to
participate  being  received in the Program's  administrative  office,  may make
contributions  to the Program as a  Participant  for the  remainder of any Tandy
Fund  Plan  Year  after the date on which  the  contribution  limit is  reached.
Participation  in  the  Program  is  entirely  voluntary  and  the  election  to
participate may be made through Employee Payroll  Deductions under Section V. To
remain as a  Participant  in the  Program,  an employee  must  continue to be an
"Employee" engaged in Continuous Full Time Service for Tandy or a Company, or in
employment which contemplates continued Qualifying Service.

         C.  APPLICATION  FOR  PARTICIPATION.  In order to become a  Participant
hereunder, each eligible employee shall execute a written application wherein he
shall evidence:

                  1.       His intent to participate in the Program;

                  2. His  joinder of this Trust  Agreement  executed by Tandy on
his behalf;

                  3. His consent for Employee  Payroll  Deductions in accordance
                  with Section V below; and 4. His acknowledgment and consent to
                  the withholding of taxes resulting from the Company
Contribution during the Taxable Year in which the Company Contribution is made.

     Once an employee has completed the necessary  eligibility  requirements for
participation  in  the  Program,  contributions  under  Section  V  shall  begin
automatically,  but shall be held in a suspense  account subject to receipt of a
payroll deduction form by the Program  Administration office. The employee shall
have thirty (30) days from the automatic  commencement of  participation  in the
Program to file a written  application for  participation.  His participation in
the Program shall not become effective, however, until the start of the next pay
period after the  application is received by the Company or after he has reached
the  contribution  limit in any Tandy Fund Plan Year  following  the year of his
initial enrollment in the Program.

         In the event that an eligible employee making  contribution  during the
thirty (30) day period elects not to participate in the Program or fails to file
a written  application for participation  during the period,  payroll deductions
made by the employee during the period shall be returned to the employee and any
Company or Other Contributions will be canceled.

                                        V

                                INVESTMENT OPTION

         A.       RATE OF PAYROLL DEDUCTION.

                  1. After  receipt of a payroll  deduction  form by the Program
Administration  office,  Participants  shall have  Employee  Payroll  Deductions
withheld at the rate of 1%, 2%, 3%, 4%, 5%, 6%, 7% or 8% of Earnings,  in excess
of the maximum amount of Earnings needed to reach one of the contribution limits
to the Tandy Fund,  formerly  DIP, as set out in the  Internal  Revenue  Code of
1986.  Participation  in the Program is for the remainder of the Tandy Fund Plan
Year.

                  2. Participants shall designate their participation and desire
to participate through payroll deductions by means of a signed payroll deduction
authorization  form.  The  initial   authorization  shall  continue  in  effect,
notwithstanding  any change in  Participant's  Earnings,  until the  Participant
becomes   ineligible   for  the  Program.   Deductions   made  subject  to  such
authorization are called "Employee Payroll Deductions".

         B. COLLECTION AND PAYMENT OF EMPLOYEE PAYROLL  DEDUCTIONS:  The Company
shall  withhold  and  deduct on each  regular  pay day from  each  Participant's
Earnings the contribution specified.  The Company shall pay the Employee Payroll
Deductions over to Tandy and Tandy will use the Employee  Payroll  Deductions to
either  deliver  cash to the  Trustee to purchase  Tandy  Stock or purchase  and
deliver  shares of Tandy Stock to the Trustee  within thirty (30) days following
the end of the  calendar  quarter  in which such  contributions  shall have been
deducted and withheld. In the event a Participant withdraws from the Program and
his contribution  for the calendar quarter  preceding the time of his withdrawal
has been withheld  from his Earnings,  but has not been used for the purchase of
Tandy Stock,  then the Company shall refund to such withdrawing  Participant the
amount of his contribution so withheld.

                                       VI

                             CREDITS TO PARTICIPANTS

         As soon as  practicable  after  the end of each  calendar  quarter  the
following credits shall be made to each  Participant's  account as of the end of
each calendar quarter:

          A.  EMPLOYEE  PAYROLL  DEDUCTION.   The  amount  of  Employee  Payroll
     Deductions withheld during each month of such quarter;

          B. COMPANY CONTRIBUTION. A monthly amount (the "Company Contribution")
     calculated in accordance with Section VI. B. 1. below:

                  1. The Company  Contribution  shall be determined on the basis
of each payroll period by multiplying the Employee  Payroll  Deduction by Eighty
Percent (80%); and

                  2. Within thirty (30) days  following the end of each calendar
quarter,  the Company shall  contribute out of its earnings and profits to Tandy
and this  amount,  calculated  in  accordance  with  Section  VI B. 1,  shall be
delivered to the Trustee for the purchase of Tandy Stock or used to purchase and
deliver Tandy Stock to the Trustee. Except for excess contributions made because
of fraud or mistake of fact and  returned  within one (1) year after  payment to
Tandy under this Program,  no part of the  contributions of the Company shall be
recoverable by it under any  circumstances.  In the event the Company should not
have sufficient current earnings or profits and be operating at a loss currently
and thus be  unable to pay its full  contributions  to this  Program,  then such
contributions,  if any,  that it shall be able to make shall be allocated  among
all Participants on the basis of the relative  amounts of contributions  made by
each during the quarter.

         C. OTHER CONTRIBUTION-DIVIDEND INCOME ON STOCK. All cash dividends paid
on shares credited to the Participant's account on the record date designated by
Tandy for such  dividend  shall be  allocated  when  paid to each  Participant's
account as other  contributions  ("Other  Contributions")  and  delivered to the
Trustee or applied to the purchase of Tandy Stock in accordance with Section VI.
D. below,  for delivery to the Trustee.  These Other  Contributions  will not be
subject to matching contributions by the Company or Tandy.

         D.  APPLICATION  OF CREDITS.  The Employee  Payroll  Deductions,  Other
Contributions, and Company Contributions are to be applied to the acquisition of
Tandy Stock quarterly and shall be credited to the Participant's account as soon
as  practicable  after the end of the  calendar  quarter as Tandy  Stock and any
Fractional  Share (as defined in Section XIX) based upon the number of shares of
Tandy Stock  purchasable at a price equal to the average  closing price of Tandy
Stock as reported for the New York Stock  Exchange  composite  transactions  for
each  trading  day of the  calendar  month  (the  "Stock  Price")  for which the
deductions or contributions are made.

         E.  DIVIDENDS  OTHER  THAN CASH AND TANDY  STOCK.  All  dividends  with
respect to Tandy Stock held in a  Participant's  account  under the Program that
are not payable in cash or Tandy Stock shall be distributed  to the  Participant
as soon as possible.  All whole units of any security  (other than Tandy Stock),
any rights and  warrants for a whole unit of any security and whole units of any
other asset shall be distributed  in kind. All fractional  units of any security
(other than Tandy Stock),  any rights and warrants for less than a whole unit of
any security and  fractional  units of any other asset shall be sold and the net
proceeds paid to the Participant.

         F. STOCK  DIVIDEND OR SPLIT-UP.  Any Tandy Stock issuable by Tandy as a
stock  dividend or split-up on the Tandy Stock and any  Fractional  Share to the
credit of the  Participant on the record date designated by Tandy for such stock
dividend or split-up  shall be  credited  to each  Participant's  account (in an
amount per share  equivalent to any stock dividend or split-up  actually paid by
Tandy on its Tandy Stock then  outstanding) and delivered to the Trustee as soon
as practicable after the distribution date of such stock dividend or split-up.

                                       VII

                              TRANSFERS TO TRUSTEE

         A. EMPLOYEE PAYROLL DEDUCTION.  The Company shall pay over to Tandy the
Employee Payroll Deductions of each Participant as soon as practicable after the
payroll  period  nearest the end of the  calendar  month in which such  Employee
Payroll Deduction is withheld.  The Employee Payroll Deductions will be credited
to the  Participant's  account  quarterly  and  delivered to the Trustee for the
purchase  of Tandy  Stock  and/or  used to  purchase  Tandy  Stock which will be
delivered  to the Trustee as soon as  practicable  after the end of the calendar
quarter.

         B. COMPANY  CONTRIBUTIONS.  The Company  shall  account for the Company
Contributions  payable  to  Tandy  on  each  Participant's  account  as  soon as
practicable  after the payroll  period  nearest the end of the calendar month in
which such Employee Payroll Deductions are withheld.  The Company  Contributions
shall be paid over to Tandy and credited to the Participant's account quarterly.
Said  contributions  shall then be  delivered to the Trustee for the purchase of
Tandy Stock  and/or used to purchase  Tandy Stock which will be delivered to the
Trustee as soon as practicable after the end of the calendar quarter.

                                      VIII

                                   INVESTMENT

         A.       TANDY STOCK.

                  1. The  Trustee  will invest all or  substantially  all of the
Trust Fund in Tandy Stock.

          2. Any Tandy Stock required for the Program may be treasury  shares or
     original issue shares.

                  3. Tandy Stock may be held by the Trustee,  as  custodian,  at
its discretion either in its name or in the name of one or more nominees.  Tandy
Stock shall be purchased  and/or  delivered to the Trustee as of the end of each
calendar  quarter  with  respect  to which the Tandy  Stock is  acquired  by the
Program or Trustee  and sold by Tandy,  at the Stock Price  determined  for each
month of the quarter.

         B. OTHER INTEREST AND INCOME.  Except as herein expressly provided,  no
interest or other income will be paid or credited on account of Employee Payroll
Deductions,  Company  Contributions,  or any other amount payable or credited to
Participants.

                                       IX

                                 HOLDING PERIOD

         A.  DURATION.  The Trustee shall retain for the Holding  Period,  Tandy
Stock  credited to the  Participant's  account  under the  Program.  The Holding
Period with  respect to any Tandy  Stock shall  commence on the date as of which
the Tandy Stock is credited to the Participant's  account and shall end when the
Participant  has complied with one of the provisions  for  withdrawal  under the
Program.

         B.  DISTRIBUTION.  As promptly as practicable after the Holding Period,
the Trustee shall  distribute the full and any  Fractional  Share of Tandy Stock
then held which was  credited  to the  Participant's  account  under the Program
since the Holding Period began in accordance  with the rules for withdrawals and
payment (as defined in Section X).

                                        X

                            WITHDRAWALS AND PAYMENTS

         A.       WITHDRAWALS.

                  1. During  employment  the Program only  provides for the full
withdrawal  of a  Participant's  account upon  receipt of a written  request and
Notice of Financial  Hardship  including  all  supporting  documentation  at the
Program  Administration  office (1800 One Tandy Center, Fort Worth, Texas 76102)
prior to Program participation  termination. A Financial Hardship withdrawal can
only be made if the  withdrawal is to satisfy an immediate  and heavy  financial
need of the  employee and is  necessary  to meet such  financial  need and where
other  sources of payment are not  reasonably  available to the  Participant.  A
withdrawal will be deemed to be necessary as a Financial Hardship  withdrawal if
both of the following  requirements are met: (1) the withdrawal is not in excess
of the  amount  needed  to  satisfy  the  Financial  Hardship  plus any  amounts
necessary  to pay any  federal,  state or local  taxes or  penalties  reasonably
anticipated to result from such payment;  and (2) the  Participant  has obtained
all  distributions,   under  all  plans  of  the  Company  except  for  hardship
distributions from the Participant's  Deferred Salary Account in the Tandy Fund,
formerly the Tandy Employees  Deferred Salary and Investment  Plan, and the ESOP
account in the Tandy Fund, formerly the Tandy Employees Stock Ownership Plan.

                  2. The Program  also  provides  for the full  withdrawal  of a
Participant's  account upon  receipt of a written  Notice of  Withdrawal  at the
Program   Administration   Office  upon  the  Participant's  (a)  death  or  (b)
termination of Employment, either voluntarily, involuntarily or by retirement at
age 65 or older.

         B.       PAYMENT IN CASH OR TANDY STOCK.

                  1.  The  Participant  will  be  paid  in  Tandy  Stock  if the
Participant   delivers  a  written   Notice  of   Withdrawal   to  the   Program
Administration office or if the Company's records indicate that one of the above
two events of withdrawal  (as defined in X. A. 2.) has  occurred.  All Financial
Hardship withdrawals will be paid in cash as provided for below.

                  2. Employee  Payroll  Deductions,  Company  Contributions  and
Other Contributions not yet paid over or delivered as Tandy Stock to the Trustee
will be paid over to the  withdrawing  Participant  by the  Company  or Tandy in
cash.

                  3. Upon withdrawal no Fractional  Share will be distributed by
the Trustee. In lieu of distribution of such Fractional Share of Tandy Stock the
Trustee  will pay a  Participant  the Stock  Price for the month  preceding  the
distribution date.

         C.  DETERMINATION OF AMOUNT OF PAYMENT.  The amount of payment in Tandy
Stock will be  determined  by the number of shares  credited to a  Participant's
account:

          1. at the end of the  calendar  quarter  preceding  the receipt of the
     written Notice of
Withdrawal by the Program Administration office; or

                  2. in the  absence of receipt  by the  Program  Administration
office of a Notice of Withdrawal from the Participant,  Alternate  Payee(s),  or
the Participant's Beneficiary,  at the end of the calendar quarter preceding the
month in which one of the two  withdrawal  events is  recorded in the records of
the Program Administration  office,  regardless of the month in which such event
occurred.

In the event of a Financial Hardship withdrawal, when the Participant delivers a
written Notice of Financial  Hardship  Withdrawal to the Program  Administration
office, then the Trustee shall take the number of shares of Tandy Stock credited
to the Participant's account at the end of the preceding calendar quarter, value
it at the Stock Price for the calendar  month  preceding  the date of receipt of
the notice of withdrawal,  sell such Tandy Stock and then distribute cash to the
Participant.

         D.  REENTERING  THE  PROGRAM.  In the  event  of a  Financial  Hardship
withdrawal  under this Program a Participant may not renew  participation  for a
period of twelve (12) months from the date of distribution of the withdrawal.

         E. RECIPIENT OF DISTRIBUTION. All withdrawal distributions will be made
to the  Participant  except  withdrawal  distributions  resulting  from death or
divorce of the Participant.  In the event of death,  payment will be made to the
Beneficiary  designated  by the  Participant  or as  otherwise  provided  by the
Program and the Participant's  Beneficiary may act in behalf of the Participant.
In the event of a Participant's  divorce, a certified copy of the divorce decree
or Qualified Domestic Relations Order  (collectively  referred to hereinafter as
"Court Order") must be submitted to the Program  Administration  office together
with any other identifying information as required by the Program Administration
office. The Participant's  account will then be divided as specifically  ordered
in the Court  Order and the shares  awarded to the  Alternate  Payee(s)  will be
withdrawn.   Distribution  to  the  Participant,   the  Alternate  Payee(s),  or
Beneficiary  shall be made as soon as  practicable  after the  event  permitting
withdrawal.

         F.  SUSPENSION  FROM  THE  PROGRAM.  In the  event  of a  Participant's
withdrawal from the Tandy Fund,  formerly DIP, the Participant will be suspended
from participation in the Program as set out below:

                  1. Partial Withdrawal. If a Participant elects to withdraw all
or any  portion  of the value of his  Voluntary  account  under the Tandy  Fund,
formerly DIP, if any, his  participation in the Program does not terminate,  but
his Employee Payroll Deductions and Company Contributions shall automatically be
suspended for a period of six months.

                  2. Total Withdrawal.  If a Participant  elects to withdraw the
full value of his Company  account  under the Tandy Fund,  formerly  DIP,  while
employed by Company,  his  participation  under the Program is  suspended  for a
period of 12 months,  during  which no Employee  Payroll  Deductions  or Company
Contributions will be made.

                  3.  Tandy  Fund,  formerly  DIP,  Hardship  Withdrawal.  If  a
participant makes a financial hardship withdrawal under the Tandy Fund, formerly
DIP, his participation  under the Program is suspended for a period of 12 months
from the date of distribution of the withdrawal, during which period no Employee
Payroll Deductions or Company Contributions will be made.

                                       XI

                                   BENEFICIARY

         A. DESIGNATION OF BENEFICIARY. Participants shall file with the Company
a written  designation  of Beneficiary  designating  who is to receive any Tandy
Stock,  Fractional Share payment, and any cash to the Participant's credit under
the  Program in the event of his death  prior to  delivery  to him of such Tandy
Stock, Fractional Share payment or cash.

         B. CHANGE OF  BENEFICIARY.  A  Participant  may change his  Beneficiary
designation  at any  time by  written  notice  being  delivered  to the  Program
Administration  office.  Such  change  shall  take  effect  as of the  date  the
Participant signed such written notice,  whether or not Participant is living at
the time of receipt of such notice by the Program  Administration office, except
that the  change  of  Beneficiary  shall not be  effective  if the  Program  has
distributed  the  Participant's  account  prior  to  receipt  of the  change  of
Beneficiary form.

         C.  DISTRIBUTIONS  TO BENEFICIARY.  Upon the death of a Participant and
upon receipt of proof deemed  adequate by the Program  Administration  office of
the  identity and  existence  at the  Participant's  death of a  Beneficiary  or
Beneficiaries validly designated by him under the Program,  distribution will be
made to the Beneficiary or  Beneficiaries in the manner and form as set forth in
Section X hereof.

         D. ABSENCE OF BENEFICIARY.  In the absence of a Beneficiary  designated
under the Program who is living at the time of Participant's death, distribution
shall be made to the executor or administrator of the estate of the Participant.
If no executor or  administrator  has been  appointed  to the  knowledge  of the
Program  Administration  office (or in the event such executor or  administrator
has been  disqualified),  distribution  may be made to such person or persons as
the Program  Administration office shall be satisfied is or are legally entitled
thereto.

         E. INTEREST OF BENEFICIARY IN PROGRAM. No designated Beneficiary shall,
prior to the death of the  Participant by whom he has been  designated,  acquire
any  interest in the Tandy  Stock,  Fractional  Share,  or cash  credited to the
Participant under the Program or in the assets of the Trust.

                                       XII

                       VOTING AND TENDERING OF TANDY STOCK

          A.  VOTING  OF  TANDY  STOCK  BY   PARTICIPANTS   AND   BENEFICIARIES.
     Notwithstanding any provision
contained in the Program to the contrary, or:

                  1. The  Trustee  shall have the power to vote all Tandy  Stock
held by it on matters which may be voted by Member Organizations of the New York
Stock Exchange,  Inc. without  customer  instructions as provided in Rule 452 of
the  Rules  of the  Board of  Directors  of the New York  Stock  Exchange,  Inc.
(Supplementary Material Item .11).

                  2. With  respect to matters  other  than  those  described  in
Subsection 1 of this Section A of this Article  ("Pass Through  Matters"),  each
Participant or Beneficiary who timely provides instructions to the Trustee shall
be entitled to direct the  Trustee  how to vote Tandy  Stock  allocated  to such
Participant's  or  Beneficiary's  accounts in accordance  with this Section.  In
order to implement these voting  directions,  Tandy or the Trustee shall provide
each  Participant  or  Beneficiary  with proxy  solicitation  materials or other
notices or an information statement which are distributed to Tandy shareholders,
together with a form  requesting  confidential  instructions as to the manner in
which Tandy Stock allocated to the Participant's or Beneficiary's account are to
be voted. Each Participant or Beneficiary shall, as a named fiduciary  described
in Section  403(a)(1)  of ERISA,  direct the Trustee with respect to the vote of
such Tandy Stock  allocated to the account of the  Participant  or  Beneficiary.
Reasonable  means shall be  employed  by the Trustee to provide  confidentiality
with respect to the voting by such  Participant or  Beneficiary  and the Trustee
shall hold such  directions in confidence  and shall not divulge or release such
directions to any person, including Tandy or any director,  officer, employee or
agent of Tandy,  it being the intent of this provision of this Section to ensure
that Tandy (and its directors,  officers, employees and agents) cannot determine
the direction given by any Participant or Beneficiary.  Such instructions  shall
be in such  form  and  shall be filed  in such  manner  and at such  time as the
Trustee may prescribe.

                  3. On Pass-Through  Matters,  the Trustee shall vote all Tandy
Stock which is allocated to Participants' and Beneficiaries'  accounts for which
it does not receive timely or valid voting  instructions  in the same proportion
as Tandy Stock which is allocated to Participants' and  Beneficiaries'  accounts
for which it does receive timely and valid voting instructions.

         B. TENDER  OFFERS.  The  provisions  of this Section shall apply in the
event any "Person" (as the term person is used for purposes of Section  13(d) or
14(d) of the  Securities  Exchange Act of 1934, as amended),  either alone or in
conjunction  with others,  makes a tender offer, or exchange offer, or otherwise
offers to purchase,  or solicits an offer to sell to such Person, one percent or
more of the outstanding Company securities (hereinafter referred to as a "Tender
Offer").

                  1. The Trustee may not take any action in response to a Tender
Offer except as otherwise  provided in this Section B of this Article XII.  Upon
commencement  of a  Tender  Offer,  Tandy  or  the  Trustee  shall  notify  each
Participant  or  Beneficiary  for whom an account is  maintained  of such Tender
Offer and use its best efforts to timely  distribute or cause to be  distributed
to  each  Participant  or  Beneficiary  all  information,  documents  and  other
materials as are distributed to shareholders of the Tandy with the Tender Offer.
Each Participant or Beneficiary shall be entitled to direct the Trustee to sell,
offer to sell,  exchange or  otherwise  dispose of the Tandy Stock  allocated to
such Participant's or Beneficiary's  accounts in accordance with the provisions,
conditions  and terms of such Tender Offer and the  provisions  of this Section.
Such a Participant or  Beneficiary  shall direct the Trustee with respect to the
tender of such shares of Tandy Stock which are  allocated to the accounts of the
Participant or Beneficiary. Reasonable means shall be employed by the Trustee to
provide  confidentiality  with  respect  to the  tendering  directions  by  each
Participant  or  Beneficiary  and the  Trustee  shall  hold such  directions  in
confidence  and shall not  divulge or release  such  directions  to any  person,
including Tandy or any director,  officer,  employee or agent of Tandy, it being
the  intent of this  provision  of this  Section  to ensure  that Tandy (and its
directors,  officers,  employees  and agents)  cannot  determine  the  tendering
directions given by any Participant or Beneficiary.  Such instructions  shall be
in such form and shall be filed in such  manner and at such time as the  Trustee
may prescribe.

                  2. A Participant or  Beneficiary  who has directed the Trustee
to tender or  exchange  Tandy  Stock  may,  at any time  prior to the  tender or
exchange  offer  withdrawal  date,  or such earlier date as  established  by the
Trustee,  instruct the Trustee to withdraw, and the Trustee shall withdraw, such
Tandy Stock from the tender or exchange offer prior to the withdrawal  deadline.
The Trustee may impose reasonable limits on the number of instructions to tender
or exchange or  withdraw  which a  Participant  or  Beneficiary  may give to the
Trustee.

                  3.  The  Trustee  shall  sell,  offer  to  sell,  exchange  or
otherwise   dispose  of  the  Tandy  Stock  allocated  to  a  Participant's   or
Beneficiary's  account with respect to which it has received directions to do so
under  this  Section  and  which  have not been  withdrawn.  The  proceeds  of a
disposition  directed by a Participant or Beneficiary shall be allocated to such
Participant's or Beneficiary's account.

                  4. To the extent to which Participants or Beneficiaries do not
instruct the Trustee,  or do not issue valid directions to the Trustee, to sell,
offer to sell,  exchange or  otherwise  dispose of the Tandy Stock  allocated to
their  accounts,  such  Participants  or  Beneficiaries  shall be deemed to have
directed the Trustee that their  respective  accounts  remain  invested in Tandy
Stock subject to all provisions of the Program.

                  5. Following the  completion of a Tender Offer,  the Committee
may direct the substitution of new "qualified employer  securities" as such term
is defined in Internal  Revenue Code  Section  409(1) for Tandy Stock or for the
proceeds  of any  disposition  of Tandy  Stock  to the  extent  provided  in the
Program; provided, however, that any such substitute employer securities must be
publicly  traded  securities.  In  lieu  of the  substitution  of new  qualified
employer securities, the Committee may direct that the Trust Fund be invested in
other securities, properties or investment vehicles. Pending the reinvestment of
any  disposition  of  Tandy  Stock,  the  Trust  Fund  may be  invested  in such
securities,  property or  investment  vehicles as the Committee may from time to
time  direct;  provided,  however,  in the  absence  of any  direction  from the
Committee,  the Trustee may invest the cash  proceeds in  short-term  securities
issued by the United States of America or any agency or instrumentality  thereof
or any other investment of a short-term nature,  including corporate obligations
or participations therein and collective or common investment funds.
XIII

                      PARTICIPATION BY AFFILIATED COMPANIES

         This Program  shall apply to any  corporation a portion of whose voting
stock is owned directly or indirectly by Tandy,  and any of its  affiliates,  if
such company or corporation  shall elect to participate  and if, and so long as,
such participation shall be approved by Tandy. Each participating  Company shall
be bound by the terms of this document.

                                       XIV

                         NO WARRANTY OF SECURITY VALUES

         Neither the Trustee or Company,  their officers,  directors,  agents or
servants,  warrants  or  represents  in any way that the value of Tandy Stock in
which the  Participant  may have an interest will increase or will not decrease.
Each Participant assumes all risk in connection with any changes in the value of
Tandy Stock to the extent he may have an interest therein.

                                       XV

                               GENERAL PROVISIONS

         A.  EXTENT OF  CERTAIN  RIGHTS OF  PARTICIPANTS.  Participation  in the
Program shall not entitle any employee to be retained in the service of Company.
The at-will  employment  right and power of Company to dismiss or discharge  any
employee is specifically reserved.

         B. LIMITATION OF  PARTICIPANT'S  RIGHTS.  No Participant nor any person
claiming  under or  through  them  shall  have any right or  interest  under the
Program that is not herein expressly granted.

         C.  ASSIGNMENT.  No  interest in any Tandy Stock or cash held under the
Program prior to delivery to the Participant as hereinabove  provided,  shall be
assigned,  alienated,  pledged,  or  otherwise  encumbered  in whole or in part,
either  directly by operation of law, or otherwise.  If any attempt is made by a
Participant to assign,  alienate,  pledge, or otherwise encumber his interest in
such Tandy Stock or cash, prior to such delivery, for his debts,  liabilities in
tort or contract, or otherwise,  then the Committee (in its absolute discretion)
may treat such attempt as an election by the  Participant  to withdraw  from the
Program  permanently and submit to any loss of rights as provided in the Program
in the case of a  withdrawal  at the time of such  attempt,  except that a Court
Order, to pay an Alternate Payee(s),  issued upon a Participant's  divorce shall
not  be  a  violation  under  this  paragraph  which  requires  a  Participant's
withdrawal.

         D. QUARTERLY  STATEMENT OF ACCOUNTS.  As soon as practicable  after the
end of each  calendar  quarter,  each  Participant  shall  be  furnished  with a
statement of Tandy Stock credited to his account under the Program.

         E. REGISTRATION OF STOCK.  Each  Participant,  Beneficiary or Alternate
Payee  shall,  at such time as the  Program  Administration  office or Tandy may
reasonably  request,  furnish written  instructions  for the registration of the
Tandy Stock to be  delivered  under the Program upon  completion  of the Holding
Period.  Such Tandy  Stock will be  registered  in the name of the  Participant,
Beneficiary or Alternate  Payee (or if a minor, in the name of another person as
custodian under the Uniform Gifts to Minors Act, or if incompetent,  in the name
of the guardian or such other person(s) as the Program Administrative  Committee
or Tandy may  determine)  alone or in his name and that of one such other  adult
person as he may designate as joint tenants with right of survivorship,  and not
as tenants in common.  Such instructions shall remain in effect until receipt by
the Program Administration office or Tandy of written instructions to change the
registration previously authorized. In the absence of such written instructions,
Tandy Stock to be delivered to a  Participant  will be registered in his name or
the  Alternate  Payee's  name  alone or in the event of his death  prior to such
delivery  will be  registered  in the name of the  person  or  persons  entitled
thereto.

         F.       MISCELLANEOUS.

                  1.  The  Trustee  may  rely  upon  the   authenticity  of  any
information  supplied to it by the Company in  connection  with the operation of
the Program, and shall be fully protected in relying upon such information.

                  2.   No   individual   administering,   or   aiding   in   the
administration  of the Program or the Trust shall have any liability,  except as
provided in Section XV.F.3.  below. As a condition precedent to participation in
the Program or the receipt of benefits  thereunder,  such  liability  if any, is
expressly  waived and  released by each  Participant  and by any and all persons
claiming  under or  through  any  Participant  such  waiver  and  release  to be
conclusively evidenced by the act of participation or the acceptance of benefits
thereunder.

                  3.   No   individual   administering,   or   aiding   in   the
administration  of,  the  Program  shall be  liable  except  for his own acts or
omissions and then only for willful misfeasance,  bad faith, gross negligence or
reckless  disregard of the duties involved in the conduct of his office. As used
herein,  "individual  administering,  or  aiding  in the  administration  of the
Program" shall include any share owner, director,  officer, employee or agent of
the Company or Trustee.

                  4. Tandy or the  Program  Administration  office  may  require
compliance with any legal  requirements  which it deems necessary as a condition
for  delivery  of, or payment  for,  any Tandy  Stock or cash to the credit of a
Participant under the Program.

                  5. By a Participant's  act of  participating in the Program or
by the acceptance of any of the benefits  thereunder,  such  Participant and any
and all persons claiming under or through any such Participant, shall thereby be
conclusively  deemed to have indicated his acceptance and  ratification  of, and
consent to, the application of the provisions of the Program.

                  6.  Tandy  Stock  purchased,  sold or  transferred  under  the
Program by Tandy or the Trustee may be either  treasury  shares or newly  issued
shares.

                  7. No Participant,  beneficiary of a Participant, or any other
person  shall have any right or claim to the Trust Fund except as  specified  in
the Program and this Trust Agreement.  Any disputes as to the amount of benefits
payable or  distributable  under this Trust shall be resolved by the  Committee,
whose decision shall be final. No Participant or any other person shall have any
right or claim with respect to disputed  benefits against the Trust, the Trustee
or Company.

                  8.  The   determination  of  any  question   relating  to  the
construction,  interpretation,  administration or application of the Program and
its  rules  and   regulations   is  vested  solely  in  the  Committee  and  all
Participant's and other persons shall be bound thereby.

                  9. For the  purposes of the  Program,  unless the  contrary is
clearly  indicated by the context,  the use of the  masculine  gender shall also
include within its meaning the feminine,  and the use of the singular shall also
include within its meaning the plural, and vice versa.

                                       XVI

                           NOTICES AND COMMUNICATIONS

         A. TO PARTICIPANTS.  All notices, reports and other communications to a
Participant under or in connection with the Program shall be deemed to have been
duly given,  made or delivered when received by the Participant,  or (if mailed)
when mailed with postage prepaid and addressed to the Participant at his address
last appearing on the records of the Company.

         B. BY PARTICIPANTS.  All notices,  instructions or other communications
by a Participant to Tandy under or in connection  with the Program shall be duly
given, made or delivered when received by the Corporate Secretary of Tandy (1800
One  Tandy  Center,  Fort  Worth,  Texas  76102)  or when  received  in the form
specified in writing by Tandy and at the location, or by the person,  designated
for receipt of such notice, instruction or other communication by Tandy.

                                      XVII

                      AMENDMENT, SUSPENSION OR TERMINATION

         A.  AUTHORITY  TO AMEND,  SUSPEND  OR  TERMINATE.  The  Tandy  Board of
Directors,  without notice to a Participant, may amend, suspend or terminate the
Program at any time, or from time to time.  Without  limitation,  such amendment
may change (a) the rates of Employee Payroll  Deductions which may be designated
by all Participants or (b) the rate of Company  Contributions,  or (c) any other
provisions of the Program,  except a  Participant's  percentage rate of Employee
Payroll Deductions may not be increased without his consent.

         B.  DELEGATION OF AUTHORITY.  The Tandy Board of Directors may delegate
to the  Chairman of the Board,  Vice  Chairman of the Board,  or  President  the
authority to amend any provision of this Program, provided such amendment is (a)
of an  administrative  nature or (b) does not result in any material increase in
costs to a Company.

         C. AMENDMENTS. No amendment,  suspension or termination shall adversely
affect any rights of a Participant to Tandy Stock,  Fractional  Share payment or
cash to his credit under the Program as of the date of amendment,  suspension or
termination. Upon such termination, all Tandy Stock, Fractional Share payment or
cash to the credit of each Participant  under the Program shall be promptly paid
over to him.

                                      XVIII

                                 APPLICABLE LAW

         Any question  concerning or in respect of the  validity,  construction,
interpretation,  administration and effect of the Program,  and of its rules and
regulations,  and the rights of any or all persons having or claiming to have an
interest  therein or  thereunder,  shall be governed  exclusively  and solely in
accordance with the laws of the State of Texas, with Jurisdiction for any action
being expressly agreed as being in Tarrant County, Texas where all contributions
to the Trust are deemed to take place.

                                       XIX

                                   DEFINITIONS

         For the purposes of the Program,  unless some other  meaning is clearly
indicated by the context, the following definitions shall be applicable:

         "Alternate  Payee"  shall have the same  meaning as defined in Internal
Revenue Code section 414 (p) and in the Employee  Retirement Income Security Act
at 29 U.S.C.S. section 105, as it may be amended from time to time.

         "Beneficiary" is defined in Section XI.

         "Company" is defined in Section IV as "Tandy and each of its affiliates
and associates adopting the Program".

         "Company Contribution" is defined in Section VI

         "Continuous  Full  Time  Service"  means  the  most  recent  period  of
uninterrupted  employment  as an employee of the  Company  when such  employment
consists  of more than  thirty-five  (35)  hours per week for more than five (5)
months per year. The continuity of an employee's  service shall not be deemed to
be broken during such period as the employee shall be:

                  (a)      on military leave; or

                  (b)      on other leave of absence  authorized  by the Company
                           for  sickness,  disability,  or other  circumstances,
                           granted  in  accordance   with  an  established   and
                           uniformly applied Company policy; or

                  (c)      laid off in order to effect a temporary  reduction in
                           personnel, provided such employee shall be reemployed
                           within three hundred sixty-five (365) days after such
                           lay-off.

         "Court Order" is defined in paragraph X. E.

         "Earnings" means the amount which an employee is receiving as salary or
wages from the Company, including (a) payment for overtime,  vacation pay, night
shift  bonus,   and  any  cost  of  living   adjustment,   including   Incentive
Compensation,  other variable  compensation  or Bonds,  but excluding (b) living
allowance,  retainers,  any special payments made for services performed outside
his regular duties and any other special payments, (c) except to the extent that
the  inclusion  of any item in (b) above is  specifically  approved by the Chief
Executive Officer of Tandy or by such employee or employees of the Company as he
may authorize in writing.  Commissions shall be included as Earnings only to the
extent determined by the Chief Executive Officer of Tandy or by such employee or
employees  of the Company as he may  authorize  in writing.  Earnings  shall not
include Company Contributions to the Tandy Stock Purchase Program.

         "Employee" means a regular  employee of the Company  receiving wages or
salary,  but shall not  include  any person  compensated  pursuant to a contract
other than an  employment  contract  with the  Company  under the terms of which
compensation  is paid on a regular  fixed  salary or wage basis.  As used above,
"Employee" shall also include,  without  limitation,  any salesman who is a bona
fide  employee  of the  Company  and  recognized  as such  for  Social  Security
purposes.

         "Employee Payroll Deduction" is defined in Section V.

         "Financial  Hardship"  as used in Section X is defined as (1)  expenses
for "medical care" (as described in Section 213(d) of the Internal Revenue Code)
which are either: (a) previously incurred by the Participant,  the Participant's
spouse,  children or any  dependents  (as defined in Section 152 of the Internal
Revenue Code) of the Participant,  or (b) necessary for the foregoing persons to
obtain  medical  care;  (2) the need for funds for the  purchase  of a principal
residence  of the  Participant  (excluding  mortgage  payments);  (3) payment of
tuition and related  educational  fees for the next 12 months of  post-secondary
education  for  the  Participant  or  the  Participant's  spouse,   children  or
dependents (as defined in Section 152 of the Internal  Revenue Code); or (4) the
need for funds to prevent the  eviction of the  Participant  from his  principal
residence  or to  prevent  foreclosure  on the  mortgage  of  the  Participant's
principal residence.

         "Fractional  Share" means an interest  equivalent to and expressed as a
fraction of a share of Tandy Stock  determined by dividing that amount  credited
to the  Participant  to be applied to the  purchase of Tandy Stock (but which is
insufficient  to acquire a full share of Tandy  Stock) by the  applicable  Stock
Price for the applicable month with respect to such credit.

         "Holding Period" is defined in Section IX.

         "Officers"  means the Chairman of the Board,  President,  any Executive
Vice President,  Senior Vice President,  Vice President,  Treasurer,  Secretary,
Assistant Treasurer or Assistant Secretary and such other employees as the Tandy
Board of Directors may designate as "Officers" for this purpose.

         "Other Contribution" is defined in Section VI.C.

         "Participant" is defined in Section IV.

         "Program" is defined in Section I.

         "Qualifying  Service"  means the most  recent  period of  uninterrupted
employment  consisting  of 1,000  hours of  employment  in any twelve (12) month
period.

         "Stock  Price" is  defined in Section  VI.D.  as "a price  equal to the
average closing price of Tandy Stock as reported for the New York Stock Exchange
composite transactions for each trading day of the calendar month".

         "Tandy" is defined as Tandy Corporation, a Delaware corporation.

         "Tandy Stock" is defined as Tandy Corporation Common Stock.

         "Trustee" is defined as Bank One, Texas, NA, formerly Team Bank.

         "Trust  Fund" is defined in Section III as cash or Tandy Stock held for
the benefit of Participants.

                                       XX

                                TRUST TAX STATUS

         A. The Program is intended to be  established  as a grantor trust under
sections  671-677 of the Internal  Revenue Code of 1986,  as amended,  with each
Participant  considered  to be a  grantor  subject  to tax on his share of Trust
income as the owner of his respective portion of the Trust as represented by his
Participant account.

         B. Tandy shall report to the Trustee within 60 days and the Trustee, or
Tandy,  shall  report  to  each  Participant  within  75 days of the end of each
Program Year the amount of dividends paid on Tandy Stock held in his account.

                                       XXI

                                 EFFECTIVE DATE

         A. The  Program  shall  become  effective  as of the date set  forth in
Section I.B. but only upon approvals,  rulings and orders (satisfactory to Tandy
and,  to the  extent  deemed  by  Tandy to be  necessary  or  desirable)  by the
appropriate  State and Federal or other  government  authorities with respect to
the Program and any action contemplated under the Program.

         B.  Notwithstanding  the  provisions  of Section IV, and Paragraph A of
this  Section,  employees  who  are  represented  by  a  union  (pursuant  to  a
certification  by the National Labor  Relations Board or otherwise in accordance
with the  provisions  of Section 9 of the National  Labor  Relations  Act) shall
become  eligible  to  participate  in the Program (a) only after the Company and
such union shall have  entered  into a written  agreement to the effect that the
Program  shall  be  offered  to the  employees  so  represented  and (b) only in
accordance with any conditions or requirements contained in such agreement.

                                      XXII

                                CHANGE IN CONTROL

         A. Notwithstanding any provision contained in the Plan to the contrary,
for a period of one (1) year  following  a Change  in  Control  (as  hereinafter
defined),  the  Program may not be  terminated  or amended in any way that would
adversely  affect the  computation  or amount of, or  entitlement  to,  benefits
hereunder, including, but not limited to, (a) any reduction in the right to make
Employee  Payroll  Deductions by any individual who was an eligible  employee on
the date immediately prior to a Change in Control,  (b) a reduction in the level
of Company  Contributions  with respect to such individuals or (c) any change in
the distribution or withdrawal  provisions.  Any amendment or termination of the
Program  that (i) was at the  request  of a third  party  who has  indicated  an
intention or taken steps reasonably  calculated to effect a Change in Control or
(ii)  otherwise  arose in connection  with, or in  anticipation  of, a Change in
Control shall be null and void, and shall have no effect whatsoever.

         B. For purposes of the Program, a "Change in Control" shall mean any of
the following events:

                  1. An  acquisition  (other  than  directly  from Tandy) of any
voting  securities  of Tandy (the "Voting  Securities")  by any "Person" (as the
term  person is used for  purposes of Section  13(d) or 14(d) of the  Securities
Exchange Act of 1934, as amended (the "1934 Act"))  immediately after which such
Person has "Beneficial  Ownership" (within the meaning of Rule 13d-3 promulgated
under the 1934 Act) of  fifteen  percent  (15%) or more of the  combined  voting
power of Tandy's then  outstanding  Voting  Securities;  provided,  however,  in
determining  whether a Change in Control has occurred,  Voting  Securities which
are acquired in a "Non-Control  Acquisition" (as hereinafter  defined) shall not
constitute an acquisition which would cause a Change in Control.  A "Non-Control
Acquisition"  shall mean an acquisition  by (1) an employee  benefit plan ( or a
trust  forming  a part  thereof)  maintained  by (i) the  Company  or  (ii)  any
corporation  or other  Person of which a  majority  of its  voting  power or its
voting equity securities or equity interest is owned, directly or indirectly, by
Tandy (a  "Subsidiary"),  (2) Tandy or its  Subsidiaries,  or (3) any  Person in
connection with a "Non-Control Transaction" (as hereinafter defined);

                  2. The  individuals  who, as of August 22, 1990 are members of
the Board (the  "Incumbent  Board")  cease for any reason to constitute at least
two-thirds of the Board; provided,  however, that if the election, or nomination
for election by Tandy's stockholders, of any new director was approved by a vote
of at least  two-thirds of the Incumbent  Board,  such new director  shall,  for
purposes of the  Program,  be  considered  as a member of the  Incumbent  Board;
provided  further,  however,  that no individual shall be considered a member of
the Incumbent Board if such individual  initially  assumed office as a result of
either an actual or threatened  "Election  Contest" (as described in Rule 14a-11
promulgated  under the 1934 Act) or other actual or threatened  solicitation  of
proxies or consents  by or on behalf of a Person  other than the Board (a "Proxy
Contest")  including by reason of any agreement  intended to avoid or settle any
Election Contest or Proxy Contest; or

         3.       Approval by stockholders of Tandy of:

          (i) A merger, consolidation or reorganization involving Tandy, unless

                           (I) the  stockholders  of Tandy,  immediately  before
                           such merger,  consolidation or  reorganization,  own,
                           directly or  indirectly  immediately  following  such
                           merger,  consolidation  or  reorganization,  at least
                           sixty percent  (60%) of the combined  voting power of
                           the outstanding  voting securities of the corporation
                           resulting  from  such  merger  or   consolidation  or
                           reorganization   (the  "Surviving   Corporation")  in
                           substantially  the same proportion as their ownership
                           of the  Voting  Securities  immediately  before  such
                           merger, consolidation or reorganization,

                           (II)  the   individuals   who  were  members  of  the
                           Incumbent Board immediately prior to the execution of
                           the    agreement    providing    for   such   merger,
                           consolidation or  reorganization  constitute at least
                           two-thirds  of the members of the board of  directors
                           of the Surviving Corporation,

                           (III) no Person (other than any Tandy Subsidiary, any
                           employee  benefit  plan (or any trust  forming a part
                           thereof)   maintained   by   Tandy,   the   Surviving
                           Corporation,  or any Tandy Subsidiary,  or any Person
                           who, immediately prior to such merger,  consolidation
                           or reorganization had Beneficial Ownership of fifteen
                           percent (15%) or more of the then outstanding  Voting
                           Securities)  has  Beneficial   Ownership  of  fifteen
                           percent (15%) or more of the combined voting power of
                           the Surviving  Corporation's  then outstanding voting
                           securities, and

                           (IV) a  transaction  described in clauses (I) through
                           (III) shall  herein be referred to as a  "Non-Control
                           Transaction";

                  (ii)     A complete liquidation or dissolution of Tandy; or

                  (iii) An agreement for the sale or other disposition of all or
                  substantially  all of the assets of Tandy to any Person (other
                  than a transfer to a Tandy Subsidiary).

         Notwithstanding the foregoing,  a Change in Control shall not be deemed
to occur solely because any Person (the "Subject  Person")  acquired  Beneficial
Ownership of more than the permitted amount of the outstanding Voting Securities
as a result of the acquisition of Voting  Securities by Tandy which, by reducing
the number of Voting Securities  outstanding,  increases the proportional number
of shares Beneficially Owned by the Subject Person, provided that if a Change in
Control  would occur (but for the  operation  of this  sentence)  as a result of
acquisition of Voting  Securities by Tandy, and after such share  acquisition by
Tandy, the Subject Person becomes the Beneficial Owner of any additional  Voting
Securities  which  increases  the  percentage  of the  then  outstanding  Voting
Securities  Beneficially  Owned by the Subject Person,  then a Change in Control
shall occur.

         C.  Notwithstanding  any  provision  contained  in the  Program  to the
contrary, no provision of this Article XXII may be amended at any time.

         D.  Notwithstanding  any  provision  contained  in the  Program  to the
contrary,  the  provisions  of this Article XXII shall be binding upon Tandy and
its successors and assigns.

         E.  Notwithstanding  any  provision  contained  in the  Program  to the
contrary,  the provisions of this Article XXII shall be deemed severable and the
validity or  unenforceability  of any provision shall not affect the validity or
enforceability of the other provisions hereof.

         F. The  provisions  of this Article  XXII shall govern  notwithstanding
anything contained in the Program to the contrary.

         IN WITNESS WHEREOF, Tandy and the Trustee have caused this Agreement to
be executed by their duly  appointed  officers and their  corporate  seals to be
hereunto affixed as of the date first written above.

ATTEST:
                  TANDY CORPORATION

/s/Jana Freundlich                       By:/s/Richard L.Ramsey
Jana Freundlich                              Richard L. Ramsey

(SEAL)

ATTEST:
                                          BANK ONE, TEXAS, NA

/s/  Konnie Darrow                        By: /s/J. C. White
Konnie Darrow                                  J. C. White
Trust Officer                              Vice President and Trust Officer

(SEAL)