EXHIBIT 10.39

                             AMENDMENT NO. 4 TO THE
                         TANDY BRANDS ACCESSORIES, INC.
                     NONQUALIFIED FORMULA STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS



         Pursuant to the authority of the Board of Directors of Tandy Brands
Accessories, Inc. (the "Company") and the provisions of Section 3.4 thereof, the
Tandy Brands Accessories, Inc. Nonqualified Formula Stock Option Plan for
Non-Employee Directors is hereby amended effective as of June 12, 2001, in the
following respects only:

         (1) The second sentence of Article II, Section 2.1(a) is hereby amended
in its entirety, to read as follows:

         "Thereafter, on the day a Non-Employee Director is first elected or
         appointed to the Board, such Non-Employee Director shall be granted an
         option to purchase 5,000 shares of Stock."

         IN WITNESS WHEREOF, and as conclusive evidence of the adoption of the
foregoing instrument comprising Amendment No. 4 to the Tandy Brands Accessories,
Inc. Nonqualified Formula Stock Option Plan for Non-Employee Directors, the
Company has caused this instrument to be duly executed in its name and behalf by
its proper officers thereunto duly authorized this 12th day of June, 2001.



                                       TANDY BRANDS ACCESSORIES, INC.


                                       By: /s/ J.S.B. Jenkins
                                          -------------------------------------
                                           J.S.B. Jenkins, President