EFFECTIVE AUGUST 23RD, 2004


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934


     Date  of  report  (Date  of  earliest  event  reported):   August  30, 2004


                            The Leather Factory, Inc.
             (Exact Name of Registrant as Specified in Its Charter)


        Delaware                          1-12368               75-2543540
    (State or Other                     (Commission           (IRS Employer
Jurisdiction of Incorporation)          File Number)        Identification No.)


 3847  East  Loop  820  South,  Fort  Worth,  Texas               76119
   (Address  of  Principal  Executive  Offices)                 (Zip Code)

                                 (817) 496-4414
                   (Registrant's Telephone Number, Including Area Code)

  _____________________________________________________________________________
     (Former  Name  or  Former  Address,  if  Changed  Since  Last  Report)

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions:

[  ]  Written  communications  pursuant to Rule 425 under the Securities Act (17
CFR  230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[  ]  Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
Exchange  Act  (17  CFR  240.14d-2(b))
[  ]  Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
Exchange  Act  (17  CFR  240.13e-4(c))



ITEM  8.01  OTHER  EVENTS

(a)  The Registrant is furnishing the press release attached as Exhibit 8.1
announcing  the  extension  of  the odd-lot purchase program until September 29,
2004.  This  press  release  was  issued  on  August  30,  2004.

(b)  Wray  Thompson  and  his  wife have sold 500,000 shares of the Registrant's
common  stock  to  Nery Capital Partners, LP, an investment fund affiliated with
Michael  A.  Nery, a member of Registrant's board of directors.  Mr. Thompson is
the  Registrant's  Chairman of the Board and Chief Executive Officer.  The price
per  share  was  $3.50.  The  transaction  was  exempt  from  the  registration
requirements  of  the  Securities  Act  of  1933  as  a  private  sale.

After  completion  of  this  transaction,  Mr.  and Mrs. Thompson are beneficial
owners of  1,718,170 shares of the Registrant's common stock, which is 16.27% of
the  Registrant's  outstanding common stock.  The total number of shares held by
Mr.  and  Mrs. Thompson includes 84,083 shares held in Mr. Thompson's account in
the  Registrant's  employee  stock  ownership  plan.

The  Registrant  is  furnishing  the  press  release  attached  as  Exhibit  8.2
announcing  this  transaction.  This  press  release  was issued on September 7,
2004.


ITEM  9.01  FINANCIAL  STATEMENTS,  PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)  Exhibits

     The  Company  is  filing  the  following  exhibits:

8.1     Press  release  titled "The Leather Factory, Inc. Announces Extension of
Odd-Lot  Purchase  Program"

8.2     Press  release  titled  "Leather  Factory  Announces Private Transaction
between  CEO  and  Institutional  Investor"


                                   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  hereunto  duly  authorized.

                                THE  LEATHER  FACTORY,  INC.


Date:  September  7,  2004      By:  /s/  Wray  Thompson
                                     Wray  Thompson,  Chairman  of  the  Board
                                     and  Chief  Executive  Officer



EXHIBIT  8.1

            FOR IMMEDIATE RELEASE                    August 30, 2004

    THE LEATHER FACTORY, INC. ANNOUNCES EXTENSION OF ODD-LOT PURCHASE PROGRAM

FORT  WORTH,  TEXAS - The Leather Factory, Inc. (AMEX: TLF) announced today that
it  has  extended its voluntary odd-lot program to all shareowners holding fewer
than  100 TLF shares until Wednesday, September 29, 2004.  The voluntary odd-lot
program was scheduled to expire on Monday, August 30, 2004 but is being extended
to  allow  additional  TLF  shareowners with fewer than 100 shares to sell their
holdings  in  TLF.

This announcement is neither an offer to purchase nor a solicitation of an offer
to  sell  or  purchase  TLF  shares. The odd lot program materials (including an
Acceptance  Card  and  a  Questions  and  Answers  section)  contain  important
information  that  should  be  read  carefully  before any decision is made with
respect  to  the  offer.

The  odd  lot  program  materials  may  be obtained free of charge by contacting
InvestorCom, Inc., the information agent for the odd lot offer, at 800-503-3375.

The  Leather  Factory,  Inc.,  (http://www.leatherfactory.com), headquartered in
Fort  Worth, Texas, is a specialty retailer and wholesale distributor of a broad
product line including leather, leatherworking tools, buckles and adornments for
belts,  leather  dyes  and  finishes,  shoe  repair  supplies,  saddle  and tack
hardware,  and  do-it-yourself  kits,  and  is a manufacturer and distributor of
fancy  hat  trims, leather lacing and kits. The Company distributes its products
as  The  Leather Factory through its warehouse distribution centers and as Tandy
Leather  Company  through  its  retail stores (http://www.tandyleather.com). Its
common  stock  trades  on  the  American  Stock  Exchange with the symbol "TLF".

Contact: John Glenn Grau, InvestorCom, Inc.           (212) 668-0800
         Wray  Thompson, The Leather Factory, Inc.    (817) 496-4414
         Shannon L. Greene, The Leather Factory, Inc. sgreene@leatherfactory.com

This  news  release  may contain forward-looking statements. All forward-looking
statements  made  here  or  in other news releases issued by The Leather Factory
Inc.  (TLF)  are  based  on  current expectations as of the date of the release.
These  forward-looking  statements  involve  risks  and uncertainties that could
cause  the  results  of  The  Leather  Factory  Inc.  to  differ materially from
management's  current  expectations.  Many  of these risks and uncertainties are
detailed  from  time  to  time  in  TLF's  reports filed with the Securities and
Exchange  Commission,  including  its most recent annual report on Form 10-K and
the  most recent quarterly report on Form 10-Q. Investors are reminded that past
performance  may  not  be  predictive  of  future  results.



Exhibit  8.2


           FOR IMMEDIATE RELEASE                    September 7, 2004

    LEATHER FACTORY ANNOUNCES PRIVATE TRANSACTION BETWEEN CEO AND INSTITUTIONAL
                                    INVESTOR

FORT  WORTH,  TEXAS - The Leather Factory, Inc. (AMEX: TLF) today announced that
its  Chairman and CEO, Wray Thompson, and his wife have completed a private sale
of  500,000  shares  of  Leather Factory common stock at $3.50 per share to Nery
Capital  Partners,  L.P.,  an  investment  fund  based  in Asheville, N.C.  Nery
Capital  already holds 500,000 shares acquired in a similar transaction with Mr.
and  Mrs.  Thompson  in  September  2003.  Nery  Capital will hold all 1,000,000
shares  as  restricted  securities subject to the resale limitations in SEC Rule
144.   Mike  Nery, manager of the fund, has been a member of the company's board
of  directors since December 2003.  Mr. Thompson indicated that this transaction
furthers  his  personal  estate  planning  goals  while  expanding the company's
institutional  stockholder  base.

Mr.  Thompson  commented,  "Nery Capital's investment philosophy complements the
company's  management  style.  The Leather Factory is committed to continuing to
expand  its institutional stockholder base, and I am pleased that Nery Capital's
investment  in  our  company  continues  to  grow."

Mr.  Nery  commented,  "The  Leather  Factory is a solid business with excellent
prospects  for  growth that is run by people whom I like and trust.  Unlike many
front-page  CEO's, Wray and Ron truly want to make money with their stockholders
- --  not  off  of  them.  I  am thrilled to have this opportunity to increase our
fund's  investment  with  them."

The  Leather  Factory,  Inc.,  (http://www.leatherfactory.com), headquartered in
Fort  Worth,  Texas, is an international marketer and wholesale distributor of a
broad  product  line  including  leather,  leatherworking  tools,  buckles  and
adornments  for  belts,  leather dyes and finishes, shoe repair supplies, saddle
and  tack  hardware,  and  do-it-yourself  kits,  and  is  a  manufacturer  and
distributor of fancy hat trims, leather lacing and kits. The Company distributes
its  products  through  sales and distribution units located throughout the U.S.
and  Canada and through its subsidiary, Tandy Leather Company, via retail stores
and  the Internet  (http://www.tandyleather.com). Its common stock trades on the
American  Stock  Exchange  with  the  symbol  "TLF".

Contact: Wray Thompson, The Leather Factory, Inc.     (817) 496-4414
         Shannon L. Greene, The Leather Factory, Inc. sgreene@leatherfactory.com

This  news  release may contain forward-looking statements.  All forward-looking
statements  made  here  or in other news releases issued by The Leather Factory,
Inc.  are  based  on  current expectations as of the date of the release.  These
forward-looking  statements involve risks and uncertainties that could cause the
results  of  The  Leather  Factory,  Inc. to differ materially from management's
current  expectations.  Many  of these risks and uncertainties are detailed from
time to time in TLF's reports filed with the Securities and Exchange Commission,
including  its  most  recent  annual  report  on  Form  10-K and the most recent
quarterly  report  on  Form  10-Q.