1

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 10-Q

                Quarterly Report Pursuant To Section 13 or 15 (d)

                     of the Securities Exchange Act of 1934

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

For the Period Ended December 31, 1998           Commission File Number 0-18927


                         TANDY BRANDS ACCESSORIES, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                             75-2349915
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)


690 East Lamar Boulevard, Suite 200, Arlington, TX                76011
     (Address of principal executive offices)                   (Zip Code)


        Registrant's telephone number, including area code (817)-548-0090


                 Former name, former address and former fiscal year, if changed
since last report:

                                 Not Applicable

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                           Yes  [X]       No  [ ] 

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.


           Class              Number of shares outstanding at December 31, 1998
Common stock, $1 par value                     5,719,746


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   2



                 TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES

                                    Form 10-Q

                         Quarter Ended December 31, 1998


                                TABLE OF CONTENTS

PART I -- FINANCIAL INFORMATION


Item                                                                            Page No.
                                                                                --------
                                                                              
1.       Financial Statements                                                   3 - 8

2.       Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                             9 - 11

3.       Qualitative and Quantitative Disclosures About Market Risk                11

PART II -- OTHER INFORMATION

Item

4.       Submission of Matter to a Vote of Security Holders                        12

6.       Exhibits and Reports on Form 8-K                                          12


         SIGNATURES                                                                13


         INDEX TO EXHIBITS                                                         14













                                       2




   3



                 TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
                              File Number 0 -18927
                                   Form 10 - Q
                   Condensed Consolidated Statements of Income
                    (In thousands, except per share amounts)
                                   (Unaudited)


                                                                    Three Months                Six Months
                                                                       Ended                      Ended
                                                                    December 31                 December 31
                                                             ----------------------      -----------------------
                                                                1998          1997          1998          1997
                                                             --------      --------      --------      --------
                                                                                                
Gross sales, less discounts, returns and allowances          $ 54,122      $ 36,823      $ 98,403      $ 67,688
Cost of goods sold                                             34,053        23,292        61,854        42,541
                                                             --------      --------      --------      --------
         Gross margin                                          20,069        13,531        36,549        25,147


Selling, general and administrative expenses                   12,401         8,322        23,514        16,192
Depreciation and amortization                                     807           443         1,554           880
                                                             --------      --------      --------      --------
         Total operating expenses                              13,208         8,765        25,068        17,072
                                                             --------      --------      --------      --------

Operating income                                                6,861         4,766        11,481         8,075

Interest expense                                                 (843)         (352)       (1,588)         (626)
Royalty, interest and other income                                 24            17            44           114
                                                             --------      --------      --------      --------

Income before provision for income taxes                        6,042         4,431         9,937         7,563
Provision for income taxes                                      2,364         1,700         3,875         2,900
                                                             --------      --------      --------      --------
         Net income                                          $  3,678      $  2,731      $  6,062      $  4,663
                                                             ========      ========      ========      ========
Earnings per common share                                    $   0.64      $   0.49      $   1.07      $   0.84
                                                             ========      ========      ========      ========
Earnings per common share - assuming dilution                $   0.63      $   0.48      $   1.05      $   0.82
                                                             ========      ========      ========      ========
Common shares outstanding                                       5,714         5,552         5,692         5,537
                                                             ========      ========      ========      ========
Common shares outstanding - assuming dilution                   5,795         5,732         5,782         5,684
                                                             ========      ========      ========      ========

Cash dividends per common share                                None           None          None         None



         The accompanying notes are an integral part of these condensed
financial statements.


                                       3

   4



                 TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
                              File Number 0-18927
                                   Form 10-Q
                      Condensed Consolidated Balance Sheets
                             (Dollars in thousands)


                                                                                 December 31,         June 30,
                                                                                     1998               1998
                                                                                 ------------       ------------
ASSETS                                                                           (Unaudited)
                                                                                                    
Current assets:
     Cash and cash equivalents                                                    $     713         $     283
     Accounts receivable, net                                                        36,875            27,565
     Inventories:
         Raw materials and work in process                                            6,953             8,648
         Finished goods                                                              47,079            39,355
     Other current assets                                                             2,652             2,329
                                                                                  ---------         ---------
         Total current assets                                                        94,272            78,180
                                                                                  ---------         ---------
Property and equipment, at cost                                                      17,322            16,110
Accumulated depreciation                                                             (6,127)           (5,355)
                                                                                  ---------         ---------
         Net property and equipment                                                  11,195            10,755
                                                                                  ---------         ---------

Other assets:
     Goodwill, less amortization                                                     10,517            10,489
     Other assets, less amortization                                                  8,521             8,596
                                                                                  ---------         ---------
         Total other assets                                                          19,038            19,085
                                                                                  ---------         ---------
TOTAL ASSETS                                                                      $ 124,505         $ 108,020
                                                                                  =========         =========


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable                                                                $   3,650         $   7,600
     Accounts payable                                                                 5,663             6,789
     Accrued expenses                                                                 7,182             7,457
                                                                                  ---------         ---------
         Total current liabilities                                                   16,495            21,846
                                                                                  ---------         ---------

Other liabilities:
     Notes payable                                                                   50,000            35,000
     Other noncurrent liabilities                                                       272               333
                                                                                  ---------         ---------
         Total other liabilities                                                     50,272            35,333
                                                                                  ---------         ---------

Stockholders' equity:
     Preferred stock, $1 par value, 1,000,000 shares authorized,
         none issued                                                                   --                --
     Common stock, $1 par value, 10,000,000 shares authorized,
         5,719,746 shares and 5,616,724 shares issued and outstanding
         as of  December 31, 1998, and June 30, 1998, respectively                    5,720             5,617
     Additional paid-in capital                                                      21,313            20,374
     Retained earnings                                                               30,705            24,850
                                                                                  ---------         ---------
         Total stockholders' equity                                                  57,738            50,841
                                                                                  ---------         ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                        $ 124,505         $ 108,020
                                                                                  =========         =========



         The accompanying notes are an integral part of these condensed
financial statements.










                                       4



   5





                 TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES
                              File Number 0-18927
                                   Form 10-Q
                 Condensed Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)


                                                                                            Six Months Ended
                                                                                              December 31,
                                                                                     ---------------------------
                                                                                         1998           1997
                                                                                     -----------      ----------
                                                                                                     
   Cash flows from operating activities:
    Net income                                                                       $  6,062         $  4,663
    Adjustments to reconcile net income to net cash provided by (used for)
    operating activities:
       Depreciation                                                                       857              540
       Amortization                                                                       765              411
       Other                                                                             (112)            (134)
    Change in assets and liabilities:
       Accounts receivable                                                             (9,310)          (6,952)
       Inventories                                                                     (6,029)          (4,219)
       Other assets                                                                      (374)              27
       Accounts payable                                                                (1,126)             636
       Accrued expenses                                                                  (336)             563
                                                                                     --------         --------
    Net cash used for operating activities                                             (9,603)          (4,465)
                                                                                     --------         --------

Cash flows from investing activities:
    Purchases of property and equipment                                                (2,059)            (726)
                                                                                     --------         --------
    Net cash used for investing activities                                             (2,059)            (726)
                                                                                     --------         --------

Cash flows from financing activities:
    Exercise of employee stock options                                                    171              204
    Sale of stock to stock purchase program                                               871              595
    Proceeds from borrowings                                                           40,942           29,000
    Payments under borrowings                                                         (29,892)         (24,214)
                                                                                     --------         --------
    Net cash provided by financing activities                                          12,092            5,585
                                                                                     --------         --------
Net increase in cash and cash equivalents                                                 430              394
Cash and cash equivalents at beginning of period                                          283              554
                                                                                     --------         --------
Cash and cash equivalents at end of period                                           $    713         $    948
                                                                                     ========         ========

Supplemental disclosures of cash flow information:
    Cash paid during the period for:
       Interest                                                                      $  1,139         $    537
       Income taxes                                                                     2,113            3,024
Noncash activities:
       None.






         The accompanying notes are an integral part of these condensed
financial statements.






                                       5



   6


                 TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES

                     Notes to Condensed Financial Statements
                                   (Unaudited)


Note 1 - Accounting Principles.

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended December 31, 1998, are not necessarily indicative of the results that may
be expected for the year ended June 30, 1999. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Tandy Brands Accessories, Inc. and Subsidiaries Annual Report on Form 10-K for
the year ended June 30, 1998.

Note 2 - Impact of  New Accounting Standards.

         In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards (" SFAS") No. 130, "Reporting
Comprehensive Income." This standard was adopted by the Company in the first
quarter of fiscal 1999. SFAS No. 130 requires that an enterprise report, by
major component and as a single total, the change in its equity during the
period from nonowner sources, which for the Company includes foreign currency
translation adjustments. The impact of the adoption of this statement was
primarily limited to the form and content of the Company's disclosures and does
not materially impact the Company's consolidated financial position or
statements of income, stockholders' equity and cash flows.

         The components of comprehensive income, net of related tax, for the
three and six months ended December 31, 1998 and 1997 are as follows:



                                                              Three Months                      Six Months
                                                                 Ended                            Ended
                                                              December 31                      December 31
                                                          -----------------------         -----------------------
                                                            1998            1997            1998            1997
                                                          -------         -------         -------         -------

                                                                                                  
Net income                                                $ 3,678         $ 2,731         $ 6,062         $ 4,663
Foreign currency translation adjustments                      (19)           (187)           (207)           (185)
                                                          -------         -------         -------         -------

      Comprehensive income                                $ 3,659         $ 2,544         $ 5,855         $ 4,478
                                                          =======         =======         =======         =======




         In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 131 establishes annual and
interim reporting requirements for an enterprise's operating segments and
related disclosures about its products and services, geographical areas in which
it operates and major customers. The statement is effective for fiscal years
beginning after December 15, 1997, with earlier application permitted. The
effect of the adoption of SFAS No. 131 during fiscal year 1999 will primarily be
limited to the form and content of the Company's disclosures in its Annual
Report and is not expected to materially impact the Company's consolidated
financial position or statements of income, stockholders' equity and cash flows.




                                       6


   7

                 TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES

                     Notes to Condensed Financial Statements
                                   (Unaudited)


         In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities," which is required to be adopted in years
beginning after June 15, 1999. Because of the Company's minimal use of
derivatives, management does not anticipate that the adoption of the new
Statement will have a significant effect on earnings or the financial position
of the Company.

Note 3 - Credit Arrangements

         On November 2, 1998, the Company amended its $30,000,000 unsecured line
of credit with another bank to $35,000,000. Of this amount, $10,000,000 is an
uncommitted facility which expires on April 30, 1999. The $20,000,000 committed
facility thereunder was increased to $25,000,000 which expires on April 30,
2000. Each facility may be used for borrowings or letters of credit. The
amendment also made the Company's domestic subsidiaries co-guarantors of the
Company's indebtedness, eased certain financial covenants and set acquisition
purchase price thresholds over which the bank must give its written consent.

         On November 17, 1998, the Company entered into a $40,000,000 unsecured
line of credit with another bank. Of this amount, $15,000,000 is an uncommitted
facility which expires on May 14, 2000. The $25,000,000 committed facility is a
$15,000,000 term note and a $10,000,000 committed revolving credit facility. The
$15,000,000 term note which expires on November 17, 2003 bears interest at LIBOR
plus 1%. The $10,000,000 committed revolving credit facility which expires on
May 14, 2000 bears interest at various rates with short-term durations.
Principal payments on the term note and committed revolving credit facility are
due on the expiration date. Each facility may be used for borrowings or letters
of credit.

         On November 17, 1998, the Company entered into a five-year interest
rate swap agreement converting $15,000,000 of outstanding indebtedness from a
variable to a fixed interest rate. The average receive rate is based on a 90 day
LIBOR rate. At December 31, 1998, the receive and pay rates related to the
interest rate swap were 6.40% and 6.52%, respectively.



Note 4 - Public Offering of Common Stock

         On October 1, 1998, the Company withdrew its registration statement
with the Securities and Exchange Commission for a public offering of 1,900,000
shares of common stock offered by the Company and a selling stockholder. The
Company withdrew the offering due to unsettled market conditions. The Company
believes it has adequate alternative sources of financing to meet its needs. The
Company intends to use its available debt capacity for seasonal working capital
needs and potential future acquisitions. The results of operations for the three
and six month periods ended December 31, 1998 include the write-off of
approximately $188,000 in costs associated with the withdrawal of the public
offering of the company's common stock.



                                        7

   8


                 TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES

                     Notes to Condensed Financial Statements
                                   (Unaudited)

Note 5 - Earnings Per Share.

         The following sets forth the computation of basic and diluted earnings
per share (in thousands, except per share amounts):



                                                                    Three Months                Six Months
                                                                       Ended                      Ended
                                                                    December 31                December 31
                                                               --------------------        --------------------
                                                                1998          1997          1998          1997
                                                               ------        ------        ------        ------
                                                                                                
Numerator for basic and diluted earnings per
      share:

      Net income                                               $3,678        $2,731        $6,062        $4,663
                                                               ======        ======        ======        ======

Denominator:
           Weighted average shares outstanding                  5,700         5,552         5,675         5,537
           Contingently issuable shares                            14          --              17          --
                                                               ------        ------        ------        ------
      Denominator for basic earnings per
           share - weighted average shares                      5,714         5,552         5,692         5,537

      Effect of dilutive securities:
           Employee stock options                                  69           152            77           124
           Director stock options                                  12            28            13            23
                                                               ------        ------        ------        ------
      Dilutive potential common shares                             81           180            90           147

      Denominator for diluted earnings per
           share - adjusted weighted - average
           shares                                               5,795         5,732         5,782         5,684
                                                               ======        ======        ======        ======

Basic earnings per share                                       $ 0.64        $ 0.49        $ 1.07        $ 0.84
                                                               ======        ======        ======        ======

Diluted earnings per share                                     $ 0.63        $ 0.48        $ 1.05        $ 0.82
                                                               ======        ======        ======        ======









                                       8



   9





                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                 TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES

GENERAL

Tandy Brands Accessories, Inc. ("the Company") is a leading designer,
manufacturer and marketer of branded men's, women's and children's accessories,
including belts and small leather goods such as wallets. The Company's product
lines also include handbags, socks, scarves, hats, hair accessories, suspenders
and neckwear. Tandy Brands' merchandise is marketed under a broad portfolio of
nationally recognized licensed and proprietary brand names, including Jones New
York(R), Greg Norman Collection(R), Rolfs(R), Haggar(R), Bugle Boy(R),
Canterbury(R), Prince Gardner(R), Princess Gardner(R), Amity(R), Accessory
Design Group(R) and Tiger(R), as well as private brands for major retail
customers. The Company sells its products through all major retail distribution
channels throughout the United States and Canada, including mass merchants,
national chain stores, department stores, men's and women's specialty stores,
golf pro shops and catalogs.

RESULTS OF OPERATIONS

THREE AND SIX MONTHS ENDED DECEMBER 31, 1998 COMPARED TO THE THREE AND SIX
MONTHS ENDED DECEMBER 31, 1997

NET SALES
For the three month period ended December 31, 1998, net sales increased 47.0% to
$54,122,000 as compared to net sales of $36,823,000 for the same period last
year. For the six month period ended December 31, 1998, net sales increased
45.4% to $98,403,000 as compared to net sales of $67,688,000 for the same period
last year. The sales realized from our Amity/Rolfs products and Tiger
Accessories, Inc. acquisition contributed $16,374,000 and $25,899,000 to the
overall net sales increase for the three and six-month periods ended December
31, 1998, respectively. The remaining portion of the sales increase for the
three and six-month periods ended December 31, 1998 was realized from the
Company's existing men's and women's businesses.

GROSS MARGINS
Gross margins for the three month period ended December 31, 1998 increased 0.4%
to 37.1% as compared to the same period for the prior year. The slight increase
is the result of the higher department and specialty store sales as compared to
the same quarter in the prior year. Gross margins for the six-month period ended
December 31, 1998 approximated the prior year.

OPERATING EXPENSES
Selling, general and administrative expenses as a percentage of net sales for
the three months ended December 31, 1998 increased 0.3% as compared to the same
period of the prior year. The three and six month periods ended include the
write-off of approximately $188,000 in costs associated with the withdrawal of
the public offering of the company's common stock.

Depreciation and amortization expenses increased 82.2% and 76.6% to $807,000 and
$1,554,000 for the three and six months ended December 31, 1998, respectively,
as compared to the same periods of the prior year. Amortization expense
increased due to goodwill and related intangibles recorded in connection with
the Amity/Rolfs tradename purchase and Tiger Accessories, Inc. acquisition
during the fourth quarter of fiscal 1998. Depreciation expense increased due to
capital expenditures initiated at the end of fiscal 1998.

Interest expense for the three and six-month periods ended December 31, 1998
increased $491,000 and $962,000, respectively, as compared to the same period
for the prior year. The increase is primarily related to higher debt levels as a
result of the purchase of certain assets of Amity/Rolfs and the acquisition of
Tiger Accessories, Inc.

The effective tax rate for the three and six months ended December 31, 1998 was
approximately 39% compared to approximately 38% for the same prior year periods
due to increased state income taxes.



                                       9


   10


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                 TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES

Net income for the three-month period ended December 31, 1998 increased 34.7% to
$3,678,000 or $.63 per diluted share, compared to net income of $2,731,000 or
$.48 per diluted share, for the same three months last year. Net income for the
six-month period ended December 31, 1998 increased 30.0% to $6,062,000 or $1.05
per diluted share, compared to net income of $4,663,000 or $.82 per diluted
share, for the same period last year. The increase in net income was primarily
due to the Company's increase in net sales.

LIQUIDITY AND CAPITAL RESOURCES

Generally, the Company's primary sources of liquidity are cash flows from
operations and the Company's lines of credit. The Company has two unsecured
domestic bank credit lines aggregating $75,000,000, which can be used for
seasonal borrowings and letters of credit. The Company's borrowings under its
credit lines were $53,650,000 and $20,636,000 as of December 31, 1998 and 1997,
respectively.

See Note 3 for a discussion of certain amendments to these credit lines.

For the six months ended December 31, 1998, the Company's operating activities
used cash of $9,603,000 compared to $4,465,000 for the same period last year.
The increase was attributable to cash used to fund the purchase of inventory and
increases in accounts receivable due to higher sales during the six months ended
December 31, 1998.

Capital expenditures were $2,059,000 for the six months ended December 31, 1998.
The increase of $1,333,000 over the same prior year period is due primarily to
the purchase and installation of distribution center management systems and
capital expenditures related to the expansion of the Yoakum, Texas distribution
facility.

The Company believes that its sources of liquidity are sufficient to fund its
operations.

YEAR 2000 COMPLIANCE

Many existing computer programs utilize only two digits to identify a year in
the date field. These programs, if not corrected, could fail or create erroneous
results by or at the year 2000. This year 2000 issue is believed to affect
virtually all companies and organizations, including the Company. The Company
has undertaken a program to address its exposure to year 2000 issues. The
Company is currently testing its program modifications and believes that its
implementation plan will be successful. Although there can be no assurance with
respect thereto, the Company does not expect that the year 2000 issues
(including the cost of the Company's compliance program as currently estimated)
will have a material adverse effect on the Company's financial position or
results of operations.

The Company's year 2000 compliance plan requires the query of its significant
suppliers, subcontractors and customers that do not share information systems
with the Company ("external third parties"). This process is expected to be
completed by the end of fiscal 1999. To date, the Company is unaware of any
external third party with a year 2000 issue that would materially impact the
Company's results of operations, liquidity, or capital resources. However, the
Company has no means of ensuring that external third parties will be year 2000
ready. The inability of external third parties to complete their year 2000
resolution process in a timely fashion could materially impact the Company. The
effect of non-compliance by external third parties is not determinable.





                                       10

   11



                 TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES

SEASONALITY

The Company's quarterly sales and net income results are fairly consistent
throughout the fiscal year, with a seasonal increase during the second quarter.

INFLATION

Although the Company's operations are affected by general economic trends, the
Company does not believe that inflation has had a material effect on the results
of operations.

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of financial condition and results of
operations and other sections of this Form 10-Q contain forward looking
statements that are based on current expectations, estimates and projections
about the industry in which the Company operates, management's beliefs and
assumptions made by management. In addition, other written or oral statements
which constitute forward-looking statements may be made by or on behalf of the
Company. Words such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "estimates," or variations of such words and similar expressions are
intended to identify such forward-looking statements. These statements are not
guarantees of future performance and involve certain risks, uncertainties and
assumptions which are difficult to predict. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in such
forward-looking statements. The Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.

ITEM 3. Qualitative and Quantitative Disclosures About  Market Risk

         The Company is subject to interest rate risk on its long term debt. The
Company manages its exposure to changes in interest rates by the use of variable
and fixed interest rate debt. In addition the Company has hedged its exposure to
changes in interest rates on a portion of its variable debt by entering into a
interest rate swap agreement to lock in a fixed interest rate for a portion of
these borrowings. At December 31, 1998 the Company had borrowings under its
credit lines of $53,650,000 bearing a weighted-average interest rate of 5.94%.
The Company entered into a five-year interest rate swap agreement converting
$15,000,000 of outstanding indebtedness from a variable to a fixed interest
rate. The average receive rate is based on a 90 day LIBOR rate. At December 31,
1998, the receive and pay rates related to the interest rate swap were 6.40% and
6.52%, respectively. The potential impact of market conditions on the fair value
of the Company's indebtedness is not expected to be material.






                                       11

   12




                 TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION

ITEM 4.  Submission of Matter to a Vote of Security Holders.

(a)      The annual meeting of stockholders was held on October 20, 1998.

(b)      The matters voted upon were as follows:

         (i) The election of two directors in Class II to serve for three-year
         terms expiring in 2001, or until their successors are elected and
         qualified. The number of votes cast for and against the election of
         each nominee, as well as the number of abstentions and broker non-votes
         with respect to the election of each nominee were as follows:


                                                                
         Mr. C. A. Rundell, Jr.
         ----------------------

         For  4,900,410    Against/Withheld  13,322   Abstain -0-      Broker Non-votes -0-

         Mr. Robert E. Runice
         --------------------

         For  4,900,410    Against/Withheld  13,322   Abstain  -0-     Broker Non-votes -0-


         Directors whose terms continued after the annual meeting are as
follows:

                              Mr. J.S.B. Jenkins
                            Dr. James F. Gaertner
                             Ms. Maxine K. Clark
                              Mr. Gene Stallings
                            Mr. Marvin J. Girouard

ITEM 6.  Exhibits and Reports on Form 8-K.

         No reports on Form 8-K were filed during the quarter ended December 31,
1998. The exhibits filed as a part of this report are listed below.



        Exhibit No.                    Description

                               
          10.29           Revolving Credit and Term Loan Agreement between Tandy
                          Brands Accessories, Inc. and NationsBank, N. A. dated
                          as of November 17, 1998.

          10.30           ISDA Master Agreement between Tandy Brands
                          Accessories, Inc. and NationsBank, N. A. dated as of
                          November 17, 1998.

          27.1            Financial Data Schedule






                                       12

   13



                 TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        TANDY BRANDS ACCESSORIES, INC.
                                        (Registrant)




                                        /s/ J.S.B. Jenkins
                                        --------------------------------------
                                        J.S.B. Jenkins
                                        President and Chief Executive Officer





                                        /s/ Stanley T. Ninemire
                                        --------------------------------------
                                        Stanley T. Ninemire
                                        Senior Vice President, Chief Financial 
                                        Officer and Treasurer



Date: February 12, 1998


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                 TANDY BRANDS ACCESSORIES, INC. AND SUBSIDIARIES

                                  EXHIBIT INDEX


                                                           Incorporated by Reference
                                                                (If applicable)
                                             -------------------------------------------------------
Exhibit Number and Description                 Form          Date           File No.       Exhibit
- ------------------------------               ---------    ------------     -----------    ----------
                                                                               
(4)   Instruments defining the rights
      of security holders, including
      indentures

      4.1  Certificate of Designations,
           Powers, Preferences and
           Rights of Series A Junior
           Participating Cumulative
           Preferred Stock of Tandy
           Brands Accessories, Inc.            S-1        11/02/90         33-37588          4.1

      4.2  Form of Common Stock
           Certificate of Tandy
           Brands Accessories, Inc.            S-1        11/02/90         33-37588          4.2

      4.3  Form of Preferred Share
           Purchase Rights Certificate
           Of Tandy Brands
           Accessories, Inc.                   S-1        11/02/90         33-37588          4.3

      4.4  Rights Agreement dated
           November 7, 1990,
           Between Tandy Brands
           Accessories, Inc.
           And First National
           Bank of Boston                      S-1        11/02/90         33-37588         10.5

(10)  Material Contracts

10.29  Revolving Credit and Term
       Agreement between Tandy
       Brands Accessories, Inc. and            N/A            N/A             N/A            N/A
       NationsBank, N.A., dated as of
       November 17, 1998.

10.30  ISDA Master Agreement
       between Tandy Brands
       Accessories, Inc. and
       NationsBank, N.A. ,
       dated as of
       November 17, 1998.                      N/A            N/A             N/A            N/A

(27)  Financial Data Schedule

27.1  Financial Data Schedule                  N/A            N/A             N/A            N/A






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