S-8

As filed with the Securities and Exchange Commission on January 23, 2006

Registration No. 333-                     

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TANDY BRANDS ACCESSORIES, INC.

(Exact name of registrant as specified in its charter)

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

690 East Lamar Blvd., Suite 200, Arlington, Texas
(Address of principal executive offices)
76011
(zip code)

TANDY BRANDS ACCESSORIES, INC.
STOCK PURCHASE PROGRAM
(AS AMENDED AND RESTATED EFFECTIVE OCTOBER 18, 1991)
(Full title of the plan)

Mark J. Flaherty
690 East Lamar Blvd., Suite 200
Arlington, Texas 76011
(Name and address of agent for service)

(817) 548-0090
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
Title of	Amount	Maximum	Maximum	Amount of
Securities	To be	Offering Price	Aggregate	Registration
To be Registered	Registered(1)	Per Share(2)	Offering Price(2)	Fee
Common Stock, $1.00 par value per share	500,000	$10.965	$5,482,500	$586.63

(1)	Pursuant to Rule 416(c), this registration statement also covers an indeterminate amount of plan interests to be offered or sold pursuant to the Tandy Brands Accessories, Inc. Stock Purchase Program.
(2)	Calculated pursuant to paragraphs (c) and (h) of Rule 457, based upon the average of the high and low prices of Tandy Brands Accessories, Inc.’s common stock on January 20, 2006 (as reported on the Nasdaq National Market).

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference
	Item 8. Exhibits
SIGNATURES
INDEX TO EXHIBITS
Opinion/Consent of Winstead Sechrest & Minick P.C.
Consent of Ernst & Young LLP
Consent of Whitley Penn

EXPLANATORY NOTE

     We are filing this registration statement on Form S-8 (this “Registration Statement”) for the purpose of registering an additional 500,000 shares of our common stock, par value $1.00 per share (“Common Stock”), for issuance pursuant to the Tandy Brands Accessories, Inc. Stock Purchase Program (as amended, the “Plan”). We have previously filed with the Securities and Exchange Commission (the “Commission”) the following registration statements on Form S-8 under the Securities Act of 1933, as amended, the contents of which are hereby incorporated herein by reference:

(a)	Form S-8 Registration Statement (File No. 33-41262), filed with the Commission on June 17, 1991, with respect to 270,093 shares of Common Stock, of which 40,000 shares were offered pursuant to the Plan.
(b)	Form S-8 Registration Statement (File No. 33-46814), filed with the Commission on March 27, 1992, with respect to 122,887 shares of Common Stock offered pursuant to the Plan.
(c)	Form S-8 Registration Statement (File No. 33-91996), filed with the Commission on May 5, 1995, with respect to 701,125 shares of Common Stock, of which 200,000 shares were offered pursuant to the Plan.
(d)	Form S-8 Registration Statement (File No. 333-4162), filed with the Commission on December 12, 1997, with respect to 622,500 shares of Common Stock, of which 250,000 shares were offered pursuant to the Plan.
(e)	Form S-8 Registration Statement (File No. 333-55436), filed with the Commission on February 12, 2001, with respect to 300,000 shares of Common Stock offered pursuant to the Plan.
(f)	Form S-8 Registration Statement (File No. 333-105283), filed with the Commission on May 15, 2003, with respect to 300,000 shares of Common Stock offered pursuant to the Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     We, together with the Plan, incorporate by reference into this Registration Statement the following documents filed with the Commission as of their respective filing dates:

(a)	our Annual Report on Form 10-K (File No. 000-18927) for the year ended June 30, 2005;
(b)	our Quarterly Report on Form 10-Q (File No. 000-18927) for the quarter ended September 30, 2005;

(c)	our Current Reports on Form 8-K (File No. 000-18927) filed on October 17, 2005, October 19, 2005, October 26, 2005 and January 19, 2006 (but specifically excluding those portions merely furnished to the Commission);
(d)	the Plan’s Annual Report on Form 11-K for the year ended December 31, 2004; and
(e)	the description of our Common Stock contained in our registration statement on Form 8-A filed with the Commission pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

     All documents filed by us and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 8. Exhibits

     All exhibits are filed herewith unless otherwise indicated. For a list of the exhibits required by this item, see the Exhibit Index immediately following the signature pages.

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SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933, Tandy Brands Accessories, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Arlington, State of Texas, as of January 23, 2006.

TANDY BRANDS ACCESSORIES, INC.
By:	/s/ J.S.B. Jenkins
	J.S.B. Jenkins, President and
	Chief Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints J.S.B. Jenkins and Mark J. Flaherty, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated as of January 23, 2006.

/s/ J.S.B. Jenkins J.S.B. Jenkins	/s/ Gene Stallings Gene Stallings
President, Chief Executive Officer and	Director
Director (Principal Executive Officer)
/s/ James F. Gaertner James F. Gaertner	/s/ Roger R. Hemminghaus Roger R. Hemminghaus
Director and Chairman of the Board	Director
/s/ Colombe M. Nicholas Colombe M. Nicholas	/s/ W. Grady Rosier W. Grady Rosier
Director	Director
/s/ George C. Lake George C. Lake	/s/ Mark J. Flaherty Mark J. Flaherty
Director	Chief Financial Officer (Principal
	Financial and Accounting Officer)

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     The Plan. Pursuant to the requirements of the Securities Act of 1933, the administrator of the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Arlington, State of Texas, on January 23, 2006.

TANDY BRANDS ACCESSORIES, INC.
STOCK PURCHASE PROGRAM
By:	Tandy Brands Accessories, Inc.
	Administrative Committee,
	Plan Administrator
	By:	/s/ J.S.B. Jenkins J.S.B. Jenkins
		Administrative Committee Member

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INDEX TO EXHIBITS

Exhibit
Number	Description
4.1	Certificate of Incorporation of Tandy Brands Accessories, Inc. (incorporated herein by reference to Exhibits 3.1 and 4.1 to Tandy Brands Accessories, Inc.’s Registration Statement on Form S-1 filed on November 2, 1990 (No. 33-37588)).
4.2	Restated Bylaws of Tandy Brands Accessories, Inc. (incorporated herein by reference to Exhibit 3.2 to Tandy Brands Accessories, Inc.’s Quarterly Report on Form 10-Q for the three months ended December 31, 2004).
4.3	Form of Common Stock Certificate of Tandy Brands Accessories, Inc. (incorporated herein by reference to Exhibit 4.2 to Tandy Brands Accessories, Inc.’s Registration Statement on Form S-1 filed on December 17, 1990 (No. 33-37588)).
4.4	Amended and Restated Rights Agreement dated as of October 19, 1999 between Tandy Brands Accessories, Inc. and Bank Boston, N.A. (incorporated herein by reference to Exhibit 4 to Tandy Brands Accessories, Inc.’s Current Report on Form 8-K filed on November 2, 1999).
4.5	Amendment to Amended and Restated Rights Agreement dated as of October 19, 2001 between Tandy Brands Accessories, Inc. and Fleet National Bank (formerly Bank Boston, N.A.) (incorporated herein by reference to Exhibit 4.7 to Tandy Brands Accessories, Inc.’s Quarterly Report on Form 10-Q for the three months ended March 31, 2002).
4.6	Form of Rights Certificate of Tandy Brands Accessories, Inc. (incorporated herein by reference to Exhibit 4 to Tandy Brands Accessories, Inc.’s Current Report on Form 8-K filed on November 2, 1999).
5.1	Opinion of Winstead Sechrest & Minick P.C.*
23.1	Consent of Ernst & Young LLP.*
23.2	Consent of Whitley Penn.*
23.3	Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1).*
24.1	Power of Attorney (included on signature page).*
99.1	Tandy Brands Accessories, Inc. Stock Purchase Program (as amended and restated effective October 18, 1991) (incorporated herein by reference to Exhibit 28.1 to Tandy Brands Accessories, Inc.’s Registration Statement on Form S-8 filed on March 27, 1992 (No. 33-46814)).
99.2	Amendment No. 1 to the Tandy Brands Accessories, Inc. Stock Purchase Program (incorporated herein by reference to Exhibit 10.27 to Tandy Brands Accessories, Inc.’s Quarterly Report on Form 10-Q for the three months ended March 31, 2003).

* Filed herewith.

EX-5.1

Exhibit 5.1

WINSTEAD SECHREST & MINICK P.C.
5400 Renaissance Tower
1201 Elm Street
Dallas, Texas 75270
(214) 745-5400

January 23, 2006

Tandy Brands Accessories, Inc.
690 East Lamar Boulevard, Suite 200
Arlington, Texas 76011

Gentlemen:

     Tandy Brands Accessories, Inc., a Delaware corporation (the “Company”), is today transmitting for filing with the Securities and Exchange Commission (the “Commission”) a Form S-8 Registration Statement (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with respect to the registration of 500,000 additional shares (the “Shares”) of common stock, $1.00 par value per share (the “Common Stock”), of the Company which may be issued pursuant to the Tandy Brands Accessories, Inc. Stock Purchase Program, as amended and restated effective October 18, 1991 (the “Plan”).

     In rendering the opinion expressed herein, we have examined the following:

(i)	the Plan and all amendments thereto;
(ii)	the Certificate of Incorporation of the Company and all amendments thereto;
(iii)	the Bylaws of the Company and all amendments thereto;
(iv)	minutes of meetings or unanimous consents in lieu of meetings of the Company’s board of directors (the “Board of Directors”) and stockholders; and
(v)	such other corporate records and documents, certificates of corporate and public officials and statutes as we have deemed necessary for the purposes of this opinion.

     In such examination, we have assumed the genuineness of all signatures, the authenticity of all corporate records, documents and instruments submitted to us as originals, the conformity to original documents of all documents submitted to us as conformed, certified or photostatic copies thereof, and the authenticity of the originals of such photostatic, certified or conformed

copies. We have assumed compliance both in the past and in the future with the terms of the Plan by the Company and its employees, officers, Board of Directors and any committee and/or trustee appointed to administer the Plan.

     The opinions expressed herein are limited in all respects to the substantive law of the State of Texas; the General Corporation Law of the State of Delaware, which includes those statutory provisions as well as all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws; and the federal laws of the United States, and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

     Based upon the foregoing and in reliance thereon, we are of the opinion that the Shares, when distributed pursuant to and in accordance with the terms of the Plan will be validly issued, fully paid and nonassessable shares of Common Stock.

     This firm consents to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Winstead Sechrest & Minick P.C.

WINSTEAD SECHREST & MINICK P.C.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Tandy Brands Accessories, Inc. Stock Purchase Program (as amended and restated effective October 18, 1991) of our reports dated August 10, 2005, with respect to the consolidated financial statements of Tandy Brands Accessories, Inc. incorporated by reference in its Annual Report (Form 10-K) and the schedule included therein for the year ended June 30, 2005, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Fort Worth, Texas
January 18, 2006

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

     We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Tandy Brands Accessories, Inc. Stock Purchase Program (as amended and restated effective October 18, 1991) of our report dated March 18, 2005, with respect to the financial statements of the Tandy Brands Accessories, Inc. Stock Purchase Program included in its Annual Report on Form 11-K for the year ended December 31, 2004, filed with the Securities and Exchange Commission.

/s/ Whitley Penn

Fort Worth, Texas
January 20, 2006