EXHIBIT 10.37


                                AMENDMENT NO. TWO
                                     TO THE
                         TANDY BRANDS ACCESSORIES, INC.
                             STOCK PURCHASE PROGRAM


         This AMENDMENT NO. TWO TO THE TANDY BRANDS ACCESSORIES, INC. STOCK
PURCHASE PROGRAM (the "Amendment") is made this 21st day of May, 1998, by Tandy
Brands Accessories, Inc. (the "Company"). The Amendment is to be effective as of
May 23, 1998.

         WHEREAS, the Company maintains the Tandy Brands Accessories, Inc. Stock
Purchase Program (the "Program") for certain employees of the Company and its
participating affiliates;

         WHEREAS, the Company desires to amend the Program to exclude employees
who are subject to a collective bargaining agreement from participation in the
Program; and

         WHEREAS, the Board of Directors of the Company is authorized to amend
the Program pursuant to Article XVI.A. of the Program;

         NOW, THEREFORE, the Program is hereby amended in the following respects
only:

         1. Article II.B.1(c) is hereby amended to replace the period at the end
of such subsection with the following:

                  "; and"

         2. Article II.B.1. is hereby amended to add a new subsection (d) at the
end of such Section:

                  "(d) The employee's conditions of employment are not governed
by a collective bargaining agreement between employee representatives and the
Company."

         IN WITNESS WHEREOF, this Amendment No. Two is adopted as of the date
first set forth above, to be effective as specified above.

                                      TANDY BRANDS ACCESSORIES, INC.

                                      By: /s/ Stanley T. Ninemire
                                          -------------------------------------
                                          Title:  CFO, SVP
                                                -------------------------------

ATTEST:

/s/ Darrel A. Rice
- ------------------------------
Secretary