EXHIBIT 10.32


                             AMENDMENT THREE TO THE
                         TANDY BRANDS ACCESSORIES, INC.
                            BENEFIT RESTORATION PLAN

         WHEREAS, Tandy Brands Accessories, Inc. (the "Company") previously
established the Tandy Brands Accessories, Inc. Benefit Restoration Plan (the
"Plan") effective as of July 1, 1993; and

         WHEREAS, the Plan provides at Article XII that the Company reserves the
right to amend the Plan; and

         WHEREAS, the Plan has been amended from time to time since its
establishment; and

         WHEREAS, the Company wishes to amend the Plan to change the Plan Year
from a fiscal year to the calendar year.

         NOW THEREFORE, the Plan is hereby amended effective July 1, 2003, as
follows:

         1. Section 1.11 is hereby amended by replacing it in its entirety with
the following paragraph:

                  1.11 "Plan Year" shall mean the annual period beginning
         January 1 and ending December 31, both dates inclusive of each year.
         There will be a short Plan Year for the period July 1, 2003 through
         December 31, 2003.

         2. Article II is hereby amended by replacing the second sentence in its
entirety with the following sentence:

                  Such individuals may elect to participate hereunder by
         executing a participation agreement in such form and at such time as
         the Company shall require, provided that each participation agreement
         shall be executed no later than the last day of December immediately
         preceding the Plan Year for which an individual elects to make
         contributions to the Plan in accordance with the provisions of Section
         3.1 hereof.

         IN WITNESS WHEREOF, this Amendment has been executed this 10th day of
June, 2003.

                                    TANDY BRANDS ACCESSORIES, INC.



                                    By:  /s/ Stanley T. Ninemire
                                        ----------------------------------------
                                        Name:  Stanley T. Ninemire
                                        Title:  Executive Vice President