EXHIBIT 4.2
                                  -----------

                                 REVOLVING NOTE
$8,500,000                                                        Dallas, Texas
                                                              November 22, 1999

     For value received, the undersigned,  The Leather Factory, Inc., a Delaware
corporation,  The  Leather  Factory,  Inc.,  a Texas  corporation,  The  Leather
Factory, Inc., an Arizona corporation,  Roberts,  Cushman & Company, Inc., a New
York  corporation,  and Hi-Line  Leather & Manufacturing  Company,  a California
corporation (collectively,  the "Borrowers" and each "Borrower"), hereby promise
to pay on the Termination  Date under the Credit Agreement  (defined below),  to
the order of Wells Fargo Business  Credit,  Inc., a Minnesota  corporation  (the
"Lender"),  at its main office in Minneapolis,  Minnesota, or at any other place
designated  at any time by the  holder  hereof,  in lawful  money of the  United
States of America and in immediately available funds, the principal sum of Eight
Million Five Hundred Thousand Dollars and No Cents ($8,500,000) or, if less, the
aggregate unpaid  principal amount of all Revolving  Advances made by the Lender
to any  Borrower  under the  Credit  Agreement  (defined  below)  together  with
interest on the principal amount  hereunder  remaining unpaid from time to time,
computed on the basis of the actual  number of days elapsed and a 360-day  year,
from the date hereof until this Note is fully paid at the rate from time to time
in effect under the Credit and Security  Agreement of even date herewith (as the
same may hereafter be amended,  supplemented  or restated from time to time, the
"Credit  Agreement") by and between the Lender and the Borrowers.  The principal
hereof and interest accruing thereon shall be due and payable as provided in the
Credit  Agreement.  This Note may be prepaid only in accordance  with the Credit
Agreement.

     This Note is issued  pursuant,  and is  subject,  to the Credit  Agreement,
which provides,  among other things, for acceleration  hereof.  This Note is the
Revolving Note referred to in the Credit Agreement.  This Note is secured, among
other things,  pursuant to the Credit  Agreement  and the Security  Documents as
therein  defined,  and may now or  hereafter  be  secured  by one or more  other
security agreements, mortgages, deeds of trust, assignments or other instruments
or agreements.

     The  Borrowers  hereby  agree  to pay all  costs of  collection,  including
attorneys' fees and legal expenses if this Note is not paid when due, whether or
not legal proceedings are commenced.

     Presentment or other demand for payment, notice of dishonor and protest are
expressly waived.


                                        THE  LEATHER FACTORY, INC., a
                                        Delaware corporation, THE LEATHER
                                        FACTORY, INC., a Texas corporation, THE
                                        LEATHER FACTORY, INC., an Arizona
                                        corporation, ROBERTS, CUSHMAN &
                                        COMPANY, INC., and HI-LINE LEATHER
                                        & MANUFACTURING COMPANY


                                        By /s/ Wray Thompson
                                           -----------------
                                           Wray Thompson
                                           Its President