content: <PAGE>   1
  
  
  
  
  
     As filed with the Securities and Exchange Commission on December 12, 1997
                                                                         
                                                   Registration No. 333-
                                                                        --------- 
  
  ================================================================================
  
                         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                              75-2349915
         (State or other jurisdiction of     (I.R.S. Employer Identification No.)
          incorporation or organization)
  
       690 EAST LAMAR BLVD., SUITE 200, ARLINGTON, TEXAS           76011
           (Address of principal executive offices)              (zip code)
  
                                -------------------
  
               TANDY BRANDS ACCESSORIES, INC. 1997 STOCK OPTION PLAN
  
                                        and
  
                    TANDY BRANDS ACCESSORIES, INC. NONQUALIFIED
                FORMULA STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
  
                                        and
  
               TANDY BRANDS ACCESSORIES, INC. STOCK PURCHASE PROGRAM
                (AS AMENDED AND RESTATED EFFECTIVE OCTOBER 18, 1991)
                             (Full title of the plans)
  
                                -------------------
  
                                STANLEY T. NINEMIRE
                          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
  <TABLE>
  <CAPTION>
  ===========================================================================================================
  
                                                            Proposed            Proposed
             Title of                                       Maximum             Maximum            Amount of
            Securities              Amount to be        Offering Price         Aggregate         Registration
         to be Registered            Registered            Per Share        Offering Price            Fee
  -----------------------------------------------------------------------------------------------------------
  <S>                                  <C>                  <C>              <C>                    <C>
   Common Stock, par value             622,500              $15.25*          $9,493,125*            $2800.47
   $1.00 per share                                                       
  ===========================================================================================================
  
   *       Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h).
           Pursuant to Rule 457(h), this estimate is based upon the average of the high and low prices of the
           Registrant's common stock, $1.00 par value per share, on December 5, 1997 (as reported on the
           Nasdaq National Market System).
  </TABLE>
  
  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
  registration statement covers an indeterminate amount of interests to be
  offered or sold pursuant to the Tandy Brands Accessories, Inc. Stock Purchase
  Program (As Amended and Restated Effective October 18, 1991) described herein.
  <PAGE>   2
                                      PART I.
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
  ----------------------
  
  *      Information required by Part I of Form S-8 to be contained in a
         prospectus meeting the requirements of Section 10(a) of the Securities
         Act of 1933 is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I of
         Form S-8.
  
  
  
  
  
                                        I-1
  <PAGE>   3
                                      PART II.
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         Tandy Brands Accessories, Inc. (the "Registrant") has previously filed
  with the Securities and Exchange Commission a Form S-8 Registration Statement
  (File No. 33-41262) under the Securities Act of 1933, as amended (the "Act"),
  with respect to 270,093 shares of the Registrant's common stock, $1.00 par
  value per share (the "Common Stock"), offered pursuant to the Tandy Brands
  Accessories, Inc. Stock Purchase Program, the Tandy Brands Accessories, Inc.
  1991 Stock Option Plan, the Tandy Brands Accessories, Inc. Employees Investment
  Plan and the Tandy Brands Accessories, Inc. Stock Bonus Plan, a Form S-8
  Registration Statement (File No. 33-46814) under the Act with respect to
  122,887 shares of the Common Stock offered pursuant to the Tandy Brands
  Accessories, Inc. Stock Purchase Program, a Form S-8 Registration Statement
  (File No. 33-75114) under the Act with respect to 257,000 shares of the Common
  Stock offered pursuant to the Tandy Brands Accessories, Inc. Nonqualified
  Formula Stock Option Plan for Non-Employee Directors and a Form S-8
  Registration Statement (File No. 33-91996) under the Act with respect to
  701,125 shares of the Common Stock offered pursuant to the Tandy Brands
  Accessories, Inc. Stock Purchase Program and the Tandy Brands Accessories, Inc.
  1991 Stock Option Plan.  The contents of such earlier registration statements
  are incorporated herein by reference.
  
         The documents listed in (a) through (c) below are incorporated by
  reference in this Registration Statement:
  
                (a)    The Registrant's latest annual report filed pursuant to
  Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
  Act");
  
                (b)    All other reports filed by the Registrant pursuant to
  Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
  covered by the Registrant's annual report or prospectus referred to in (a)
  above; and
  
                (c)    The description of the Registrant's capital stock contained
  in the registration statement on Form 8-A under the Exchange Act (Registration
  No. 0-18927) filed by the Registrant with the Securities and Exchange
  Commission.
  
         In addition, all documents subsequently filed by the Registrant pursuant
  to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference into this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
  
  
  
  
                                        II-1
  
  <PAGE>   4
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         Section 145 of the General Corporation Law of the State of Delaware
  provides generally and in pertinent part that a Delaware corporation may
  indemnify its directors and officers against expenses, judgments, fines and
  settlements actually and reasonably incurred by them in connection with any
  civil, criminal, administrative, or investigative suit or action except action
  by or in the right of the corporation if, in connection with the matters in
  issue, they acted in good faith and in a manner they reasonably believed to be
  in or not opposed to the best interests of the corporation, and in connection
  with any criminal suit or proceeding, if in connection with the matters in
  issue, they had no reasonable cause to believe their conduct was unlawful.
  Section 145 further provides that in connection with the defense or settlement
  of any action by or in the right of the corporation, a Delaware corporation may
  indemnify its directors and officers against expenses actually and reasonably
  incurred by them if, in connection with the matters in issue, they acted in
  good faith, and in a manner they reasonably believed to be in or not opposed to
  the best interests of the corporation, except that no indemnification may be
  made with respect to any claim, issue or matter as to which such person has
  been adjudged liable for negligence or misconduct unless the Delaware Court of
  Chancery or other court in which such action or suit is brought approves such
  indemnification.  Section 145 further permits a Delaware corporation to grant
  its directors and officers additional rights of indemnification through bylaw
  provisions and otherwise, and to purchase indemnity insurance on behalf of its
  directors and officers.
  
         Consistent with applicable provisions of Delaware law, the Registrant's
  Certificate of Incorporation limits a director's monetary liability to the
  Registrant or its stockholders for breach of fiduciary duty, except for
  situations entailing bad faith, intentional misconduct, unlawful dividend
  payments or stock repurchases, acquisition of improper personal benefit or
  breach of duty of loyalty.  Future amendments to such provisions of Delaware
  law will automatically be applied to the Registrant without any requirement of
  stockholder approval.  Consequently, such amendments could result in the
  expansion of directors' protections under such exculpation provisions without
  additional consideration by stockholders.  As a result of inclusion of this
  provision, stockholders may be unable to recover monetary damages against
  directors for actions which constitute negligence or gross negligence or which
  are in violation of their fiduciary duties, although it may be possible to
  obtain injunctive or other equitable relief with respect to such actions.  If
  equitable remedies are found not to be available to stockholders for any
  particular case, stockholders may not have any effective remedy against the
  challenged conduct.  Thus, directors have a personal stake, at the potential
  expense of stockholders, in such exculpation provisions of the Registrant's
  Certificate of Incorporation.  Such exculpation provisions would
  
  
  
  
  
                                        II-2
  <PAGE>   5
  not limit directors' liability for violation of the federal securities laws.
  Such provisions also do not apply to officers who are not directors of the
  Registrant.
  
         Article XIII of the Bylaws of the Registrant provides that each director
  and officer of the Registrant, whether then in office or not (and such person's
  heirs and administrators), shall be reimbursed by the Registrant to the full
  extent permitted by Section 145 of the General Corporation Law of the State of
  Delaware for all reasonable expenses incurred by or imposed upon him or her in
  connection with, or resulting from, any action, suit or proceeding to which he
  or she may be made a party by reason of such person being or having been a
  director or officer of the Registrant or any of its subsidiaries, or any other
  corporation, at the request of the Registrant. Article XIII of the Registrant's
  Bylaws also provides that the Registrant may make such reimbursement in the
  event of a settlement of any such action, suit or proceeding prior to final
  adjudication when such settlement appears to be in the interest of the
  Registrant.
  
         Article XIII of the Registrant's Bylaws also provides that the rights to
  indemnification and the payment of expenses provided thereby shall not be
  exclusive of any other right which any person may have or acquire under any
  statute, provision of the Registrant's Certificate of Incorporation or Bylaws,
  or otherwise.  Any repeal or modification of such indemnification provisions
  shall not adversely affect any right or protection of a director or officer
  with respect to any conduct of such director or officer occurring prior to such
  repeal or modification.
  
         The Registrant intends to maintain insurance, at its expense, to protect
  itself and any of its directors, officers, employees or agents covered thereby
  against any expense, liability or loss, whether or not the Registrant would
  have the power to indemnify such person against such expense, liability or loss
  under the Delaware law, so long as such insurance is available at reasonable
  rates.
  
         The Registrant has entered into an Indemnification Agreement (herein so
  called) with each of its directors and officers.  The Indemnification Agreement
  provides to the directors of the Registrant, and to the others with whom it may
  be entered into, substantially broader indemnity rights than provided under the
  present indemnity provision contained in the Registrant's Bylaws.  A
  significant difference is that, under the Indemnification Agreement, indemnity,
  unlimited in amount, is provided to directors and officers to the fullest
  extent permitted by law for judgments and amounts paid in settlement of actions
  against them by or on behalf of the Registrant, while under the existing Bylaw
  provision, indemnity in such action is not provided except for expenses under
  certain conditions.  The Indemnification Agreement will not, however, indemnify
  any director for fraudulent or willful misconduct or for liabilities relating
  to certain violations of federal or state securities laws.
  
         The standard of conduct required of the director or officer for
  indemnification under the Indemnification Agreement remains the same as is
  currently prescribed by law.  However, the provisions relating to the
  determination of whether a person is entitled to indemnification are more
  expansive than under the current Bylaw provision by making the Registrant
  responsible for all costs associated with the determination, establishing time
  limits within which the
  
  
  
  
  
                                        II-3
  <PAGE>   6
  determination must be made and establishing procedures for testing the
  reasonableness of incurred expenses against which the officer or director will
  be indemnified.  The Indemnification Agreement also provides directors and
  officers with protections during the determination process in the event there
  is a change in control of the Registrant or its Board of Directors, and grants
  directors and officers certain rights to appeal a denial of indemnification to
  stockholders of the Registrant or to a court of competent jurisdiction.  A
  director or officer will be deemed to have satisfied the  requisite standard of
  conduct if his actions were based upon the records of the Registrant, or upon
  information supplied by the officers of the Registrant, legal counsel, outside
  accountants or appraisers.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8.  EXHIBITS.
  
         The exhibits furnished pursuant to Item 601 of Regulation S-K are listed
  on the Exhibit Index attached hereto preceding immediately the exhibits filed
  herewith.
  
  ITEM 9.  UNDERTAKINGS.
  
  (a)    The undersigned Registrant hereby undertakes:
  
         (1)    to file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:
  
                (i)    to include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933;
  
                (ii)   to reflect in the prospectus any facts or events arising
                       after the effective date of the Registration Statement (or
                       the most recent post-effective amendment thereof) which,
                       individually or in the aggregate, represent a fundamental
                       change in the information set forth in the Registration
                       Statement;
  
                (iii)  to include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       Registration Statement or any material change to such
                       information in the Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  Registration Statement is on Form S-3 or Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained
  in periodic reports filed by the Registrant pursuant to Section 13 or Section
  15(d) of the Exchange Act that are incorporated by reference in the
  Registration Statement.
  
  
  
  
  
                                        II-4
  <PAGE>   7
         (2)    that, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities at
                that time shall be deemed to be the initial bona fide offering
                thereof.
  
         (3)    to remove from registration by means of a post-effective amendment
                any of the securities being registered which remain unsold at the
                termination of the offering.
  
         The Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act of 1933, each filing of the Registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the Securities
  Exchange Act of 1934 that is incorporated by reference in the Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
         Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
  
  
  
  
                                        II-5
  <PAGE>   8
                                     SIGNATURES
  
  
         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
  1933, the Registrant 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,
  thereunto duly authorized, in the City of Arlington, State of Texas, on
  December 12, 1997.
          
                                       TANDY BRANDS ACCESSORIES, INC.
  
  
                                       By: /S/    J.S.B. Jenkins
                                          ----------------------------------------
                                          J.S.B. Jenkins, President,
                                          Chief Executive Officer and Director
  
  
  
  
                                 POWER OF ATTORNEY
  
         Each person whose signature appears below hereby constitutes and
  appoints J.S.B. Jenkins and Stanley T. Ninemire, and each of them, his true and
  lawful attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for him and in his 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 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.
  
  
  
  
  
                                        II-6
  <PAGE>   9
         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
         Signature and Title                                    Date
         -------------------                                    ----
  
  /s/ J.S.B. Jenkins                                            December 12, 1997
  -----------------------------------                                   
  J.S.B. Jenkins
  President, Chief Executive Officer and
  Director (Principal Executive Officer)
  
  /s/ James F. Gaertner                                         December 12, 1997
  -----------------------------------                                    
  James F. Gaertner
  Chairman of the Board
  
  /s/ C.A. Rundell, Jr.                                         December 12, 1997
  -----------------------------------                                    
  C.A. Rundell, Jr.
  Director
  
  /s/ Robert E. Runice                                          December 12, 1997
  -----------------------------------                                   
  Robert E. Runice
  Director
  
  /s/ Maxine K. Clark                                           December 12, 1997
  -----------------------------------                                   
  Maxine K. Clark
  Director
  
  /s/ Gene Stallings                                            December 12, 1997
  -----------------------------------                                    
  Gene Stallings
  Director
  
  /s/ Stanley T. Ninemire                                       December 12, 1997
  -----------------------------------                                    
  Stanley T. Ninemire
  Senior Vice President and
  Chief Financial Officer (Principal
  Financial and Accounting Officer)
  
  
  
  
  
                                        II-7
  <PAGE>   10
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>                                        
                                                         Incorporated by Reference
                                                               (If applicable)
                                                   -----------------------------------------
  Exhibit Number and Description                   Form     Date        Reg. No.     Exhibit
  ------------------------------                   ---    --------      --------     -------
  <S>                                             <C>     <C>   <C>          <C>
  (4)    Instruments defining the rights
         of security holders, including
         indentures
  
         4.1    Certificate of
                Incorporation of Tandy
                Brands Accessories, Inc.            S-1    11/02/90      33-37588       3.1
  
         4.2    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
  
         4.3    Form of Common Stock
                certificate of Tandy
                Brands Accessories, Inc.            S-1    11/02/90      33-37588       4.2
  
         4.4    Form of Preferred Share
                Purchase Rights certificate
                of Tandy Brands
                Accessories, Inc.                   S-1    11/02/90      33-37588       4.3
  
         4.5    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
  
   (5)   Opinion regarding legality
  
          5.1   Opinion of Winstead
                Sechrest & Minick P.C.              N/A         N/A           N/A       N/A
  </TABLE>
  
  
  
  
  
                                        II-8
  <PAGE>   11
  <TABLE>
  <CAPTION>                                              
                                                    Incorporated by Reference
                                                         (If applicable)
                                             ------------------------------------
  Exhibit Number and Description               Form   Date     Reg. No.   Exhibit
  ------------------------------               ----   ----     --------   -------
  <S>                                          <C>    <C>      <C>        <C>
  (23)   Consents of experts and
         counsel                               N/A    N/A      N/A        N/A
  
         23.1   Consent of                                                            
                Ernst & Young LLP              N/A    N/A      N/A        N/A
  
         23.2   Consent of Winstead
                Sechrest & Minick P.C.
                (included in Exhibit 5.1)      N/A    N/A      N/A        N/A
  
  (24)   Power of attorney
  
         24.1   Power of Attorney
                (included on Page II-7)        N/A    N/A      N/A        N/A
  (99)   Additional exhibits
  
         99.1   Tandy Brands Accessories,
                Inc. 1997 Stock Option Plan    10-Q   9/30/97  0-18927    10.23
  </TABLE>
  
  
  
                                       II-9
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text: 1
  
     As filed with the Securities and Exchange Commission on December 12, 1997
                                                                         
                                                   Registration No. 333-
                                                                        --------- 
  
  ================================================================================
  
                         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                              75-2349915
         (State or other jurisdiction of     (I.R.S. Employer Identification No.)
          incorporation or organization)
  
       690 EAST LAMAR BLVD., SUITE 200, ARLINGTON, TEXAS           76011
           (Address of principal executive offices)              (zip code)
  
                                -------------------
  
               TANDY BRANDS ACCESSORIES, INC. 1997 STOCK OPTION PLAN
  
                                        and
  
                    TANDY BRANDS ACCESSORIES, INC. NONQUALIFIED
                FORMULA STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
  
                                        and
  
               TANDY BRANDS ACCESSORIES, INC. STOCK PURCHASE PROGRAM
                (AS AMENDED AND RESTATED EFFECTIVE OCTOBER 18, 1991)
                             (Full title of the plans)
  
                                -------------------
  
                                STANLEY T. NINEMIRE
                          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                                       Maximum             Maximum            Amount of
            Securities              Amount to be        Offering Price         Aggregate         Registration
         to be Registered            Registered            Per Share        Offering Price            Fee
  -----------------------------------------------------------------------------------------------------------
  Common Stock, par value             622,500              $15.25*          $9,493,125*            $2800.47
   $1.00 per share                                                       
  ===========================================================================================================
  
   *       Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h).
           Pursuant to Rule 457(h), this estimate is based upon the average of the high and low prices of the
           Registrant's common stock, $1.00 par value per share, on December 5, 1997 (as reported on the
           Nasdaq National Market System).
  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
  registration statement covers an indeterminate amount of interests to be
  offered or sold pursuant to the Tandy Brands Accessories, Inc. Stock Purchase
  Program (As Amended and Restated Effective October 18, 1991) described herein.
  2
                                      PART I.
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.*
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
  
  ----------------------
  
  *      Information required by Part I of Form S-8 to be contained in a
         prospectus meeting the requirements of Section 10(a) of the Securities
         Act of 1933 is omitted from this Registration Statement in accordance
         with Rule 428 under the Securities Act of 1933 and the Note to Part I of
         Form S-8.
  
                                        I-1
  3
                                      PART II.
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         Tandy Brands Accessories, Inc. (the "Registrant") has previously filed
  with the Securities and Exchange Commission a Form S-8 Registration Statement
  (File No. 33-41262) under the Securities Act of 1933, as amended (the "Act"),
  with respect to 270,093 shares of the Registrant's common stock, $1.00 par
  value per share (the "Common Stock"), offered pursuant to the Tandy Brands
  Accessories, Inc. Stock Purchase Program, the Tandy Brands Accessories, Inc.
  1991 Stock Option Plan, the Tandy Brands Accessories, Inc. Employees Investment
  Plan and the Tandy Brands Accessories, Inc. Stock Bonus Plan, a Form S-8
  Registration Statement (File No. 33-46814) under the Act with respect to
  122,887 shares of the Common Stock offered pursuant to the Tandy Brands
  Accessories, Inc. Stock Purchase Program, a Form S-8 Registration Statement
  (File No. 33-75114) under the Act with respect to 257,000 shares of the Common
  Stock offered pursuant to the Tandy Brands Accessories, Inc. Nonqualified
  Formula Stock Option Plan for Non-Employee Directors and a Form S-8
  Registration Statement (File No. 33-91996) under the Act with respect to
  701,125 shares of the Common Stock offered pursuant to the Tandy Brands
  Accessories, Inc. Stock Purchase Program and the Tandy Brands Accessories, Inc.
  1991 Stock Option Plan.  The contents of such earlier registration statements
  are incorporated herein by reference.
  
         The documents listed in (a) through (c) below are incorporated by
  reference in this Registration Statement:
  
                (a)    The Registrant's latest annual report filed pursuant to
  Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
  Act");
  
                (b)    All other reports filed by the Registrant pursuant to
  Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
  covered by the Registrant's annual report or prospectus referred to in (a)
  above; and
  
                (c)    The description of the Registrant's capital stock contained
  in the registration statement on Form 8-A under the Exchange Act (Registration
  No. 0-18927) filed by the Registrant with the Securities and Exchange
  Commission.
  
         In addition, all documents subsequently filed by the Registrant pursuant
  to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing
  of a post-effective amendment which indicates that all securities offered
  hereby have been sold or which deregisters all securities then remaining
  unsold, shall be deemed to be incorporated by reference into this Registration
  Statement and to be a part hereof from the date of filing of such documents.
  
                                        II-1
  4
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         Section 145 of the General Corporation Law of the State of Delaware
  provides generally and in pertinent part that a Delaware corporation may
  indemnify its directors and officers against expenses, judgments, fines and
  settlements actually and reasonably incurred by them in connection with any
  civil, criminal, administrative, or investigative suit or action except action
  by or in the right of the corporation if, in connection with the matters in
  issue, they acted in good faith and in a manner they reasonably believed to be
  in or not opposed to the best interests of the corporation, and in connection
  with any criminal suit or proceeding, if in connection with the matters in
  issue, they had no reasonable cause to believe their conduct was unlawful.
  Section 145 further provides that in connection with the defense or settlement
  of any action by or in the right of the corporation, a Delaware corporation may
  indemnify its directors and officers against expenses actually and reasonably
  incurred by them if, in connection with the matters in issue, they acted in
  good faith, and in a manner they reasonably believed to be in or not opposed to
  the best interests of the corporation, except that no indemnification may be
  made with respect to any claim, issue or matter as to which such person has
  been adjudged liable for negligence or misconduct unless the Delaware Court of
  Chancery or other court in which such action or suit is brought approves such
  indemnification.  Section 145 further permits a Delaware corporation to grant
  its directors and officers additional rights of indemnification through bylaw
  provisions and otherwise, and to purchase indemnity insurance on behalf of its
  directors and officers.
  
         Consistent with applicable provisions of Delaware law, the Registrant's
  Certificate of Incorporation limits a director's monetary liability to the
  Registrant or its stockholders for breach of fiduciary duty, except for
  situations entailing bad faith, intentional misconduct, unlawful dividend
  payments or stock repurchases, acquisition of improper personal benefit or
  breach of duty of loyalty.  Future amendments to such provisions of Delaware
  law will automatically be applied to the Registrant without any requirement of
  stockholder approval.  Consequently, such amendments could result in the
  expansion of directors' protections under such exculpation provisions without
  additional consideration by stockholders.  As a result of inclusion of this
  provision, stockholders may be unable to recover monetary damages against
  directors for actions which constitute negligence or gross negligence or which
  are in violation of their fiduciary duties, although it may be possible to
  obtain injunctive or other equitable relief with respect to such actions.  If
  equitable remedies are found not to be available to stockholders for any
  particular case, stockholders may not have any effective remedy against the
  challenged conduct.  Thus, directors have a personal stake, at the potential
  expense of stockholders, in such exculpation provisions of the Registrant's
  Certificate of Incorporation.  Such exculpation provisions would
  
                                        II-2
  5
  not limit directors' liability for violation of the federal securities laws.
  Such provisions also do not apply to officers who are not directors of the
  Registrant.
  
         Article XIII of the Bylaws of the Registrant provides that each director
  and officer of the Registrant, whether then in office or not (and such person's
  heirs and administrators), shall be reimbursed by the Registrant to the full
  extent permitted by Section 145 of the General Corporation Law of the State of
  Delaware for all reasonable expenses incurred by or imposed upon him or her in
  connection with, or resulting from, any action, suit or proceeding to which he
  or she may be made a party by reason of such person being or having been a
  director or officer of the Registrant or any of its subsidiaries, or any other
  corporation, at the request of the Registrant. Article XIII of the Registrant's
  Bylaws also provides that the Registrant may make such reimbursement in the
  event of a settlement of any such action, suit or proceeding prior to final
  adjudication when such settlement appears to be in the interest of the
  Registrant.
  
         Article XIII of the Registrant's Bylaws also provides that the rights to
  indemnification and the payment of expenses provided thereby shall not be
  exclusive of any other right which any person may have or acquire under any
  statute, provision of the Registrant's Certificate of Incorporation or Bylaws,
  or otherwise.  Any repeal or modification of such indemnification provisions
  shall not adversely affect any right or protection of a director or officer
  with respect to any conduct of such director or officer occurring prior to such
  repeal or modification.
  
         The Registrant intends to maintain insurance, at its expense, to protect
  itself and any of its directors, officers, employees or agents covered thereby
  against any expense, liability or loss, whether or not the Registrant would
  have the power to indemnify such person against such expense, liability or loss
  under the Delaware law, so long as such insurance is available at reasonable
  rates.
  
         The Registrant has entered into an Indemnification Agreement (herein so
  called) with each of its directors and officers.  The Indemnification Agreement
  provides to the directors of the Registrant, and to the others with whom it may
  be entered into, substantially broader indemnity rights than provided under the
  present indemnity provision contained in the Registrant's Bylaws.  A
  significant difference is that, under the Indemnification Agreement, indemnity,
  unlimited in amount, is provided to directors and officers to the fullest
  extent permitted by law for judgments and amounts paid in settlement of actions
  against them by or on behalf of the Registrant, while under the existing Bylaw
  provision, indemnity in such action is not provided except for expenses under
  certain conditions.  The Indemnification Agreement will not, however, indemnify
  any director for fraudulent or willful misconduct or for liabilities relating
  to certain violations of federal or state securities laws.
  
         The standard of conduct required of the director or officer for
  indemnification under the Indemnification Agreement remains the same as is
  currently prescribed by law.  However, the provisions relating to the
  determination of whether a person is entitled to indemnification are more
  expansive than under the current Bylaw provision by making the Registrant
  responsible for all costs associated with the determination, establishing time
  limits within which the
  
                                        II-3
  6
  determination must be made and establishing procedures for testing the
  reasonableness of incurred expenses against which the officer or director will
  be indemnified.  The Indemnification Agreement also provides directors and
  officers with protections during the determination process in the event there
  is a change in control of the Registrant or its Board of Directors, and grants
  directors and officers certain rights to appeal a denial of indemnification to
  stockholders of the Registrant or to a court of competent jurisdiction.  A
  director or officer will be deemed to have satisfied the  requisite standard of
  conduct if his actions were based upon the records of the Registrant, or upon
  information supplied by the officers of the Registrant, legal counsel, outside
  accountants or appraisers.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8.  EXHIBITS.
  
         The exhibits furnished pursuant to Item 601 of Regulation S-K are listed
  on the Exhibit Index attached hereto preceding immediately the exhibits filed
  herewith.
  
  ITEM 9.  UNDERTAKINGS.
  
  (a)    The undersigned Registrant hereby undertakes:
  
         (1)    to file, during any period in which offers or sales are being
                made, a post-effective amendment to this Registration Statement:
  
                (i)    to include any prospectus required by Section 10(a)(3) of
                       the Securities Act of 1933;
  
                (ii)   to reflect in the prospectus any facts or events arising
                       after the effective date of the Registration Statement (or
                       the most recent post-effective amendment thereof) which,
                       individually or in the aggregate, represent a fundamental
                       change in the information set forth in the Registration
                       Statement;
  
                (iii)  to include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       Registration Statement or any material change to such
                       information in the Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  Registration Statement is on Form S-3 or Form S-8, and the information required
  to be included in a post-effective amendment by those paragraphs is contained
  in periodic reports filed by the Registrant pursuant to Section 13 or Section
  15(d) of the Exchange Act that are incorporated by reference in the
  Registration Statement.
  
                                        II-4
  7
         (2)    that, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities at
                that time shall be deemed to be the initial bona fide offering
                thereof.
  
         (3)    to remove from registration by means of a post-effective amendment
                any of the securities being registered which remain unsold at the
                termination of the offering.
  
         The Registrant hereby undertakes that, for purposes of determining any
  liability under the Securities Act of 1933, each filing of the Registrant's
  annual report pursuant to Section 13(a) or Section 15(d) of the Securities
  Exchange Act of 1934 that is incorporated by reference in the Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
         Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  Registrant of expenses incurred or paid by a director, officer or controlling
  person of the Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the Registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling
  precedent, submit to a court of appropriate jurisdiction the question whether
  such indemnification by it is against public policy as expressed in the Act and
  will be governed by the final adjudication of such issue.
  
                                        II-5
  8
                                     SIGNATURES
  
         THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
  1933, the Registrant 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,
  thereunto duly authorized, in the City of Arlington, State of Texas, on
  December 12, 1997.
          
                                       TANDY BRANDS ACCESSORIES, INC.
  
                                       By: /S/    J.S.B. Jenkins
                                          ----------------------------------------
                                          J.S.B. Jenkins, President,
                                          Chief Executive Officer and Director
  
                                 POWER OF ATTORNEY
  
         Each person whose signature appears below hereby constitutes and
  appoints J.S.B. Jenkins and Stanley T. Ninemire, and each of them, his true and
  lawful attorneys-in-fact and agents, with full power of substitution and
  resubstitution, for him and in his 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 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.
  
                                        II-6
  9
         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
         Signature and Title                                    Date
         -------------------                                    ----
  
  /s/ J.S.B. Jenkins                                            December 12, 1997
  -----------------------------------                                   
  J.S.B. Jenkins
  President, Chief Executive Officer and
  Director (Principal Executive Officer)
  
  /s/ James F. Gaertner                                         December 12, 1997
  -----------------------------------                                    
  James F. Gaertner
  Chairman of the Board
  
  /s/ C.A. Rundell, Jr.                                         December 12, 1997
  -----------------------------------                                    
  C.A. Rundell, Jr.
  Director
  
  /s/ Robert E. Runice                                          December 12, 1997
  -----------------------------------                                   
  Robert E. Runice
  Director
  
  /s/ Maxine K. Clark                                           December 12, 1997
  -----------------------------------                                   
  Maxine K. Clark
  Director
  
  /s/ Gene Stallings                                            December 12, 1997
  -----------------------------------                                    
  Gene Stallings
  Director
  
  /s/ Stanley T. Ninemire                                       December 12, 1997
  -----------------------------------                                    
  Stanley T. Ninemire
  Senior Vice President and
  Chief Financial Officer (Principal
  Financial and Accounting Officer)
  
                                        II-7
  10
                                   EXHIBIT INDEX
  Incorporated by Reference
                                                               (If applicable)
                                                   -----------------------------------------
  Exhibit Number and Description                   Form     Date        Reg. No.     Exhibit
  ------------------------------                   ---    --------      --------     -------
  (4)    Instruments defining the rights
         of security holders, including
         indentures
  
         4.1    Certificate of
                Incorporation of Tandy
                Brands Accessories, Inc.            S-1    11/02/90      33-37588       3.1
  
         4.2    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
  
         4.3    Form of Common Stock
                certificate of Tandy
                Brands Accessories, Inc.            S-1    11/02/90      33-37588       4.2
  
         4.4    Form of Preferred Share
                Purchase Rights certificate
                of Tandy Brands
                Accessories, Inc.                   S-1    11/02/90      33-37588       4.3
  
         4.5    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
  
   (5)   Opinion regarding legality
  
          5.1   Opinion of Winstead
                Sechrest & Minick P.C.              N/A         N/A           N/A       N/A
  II-8
  11
  Incorporated by Reference
                                                         (If applicable)
                                             ------------------------------------
  Exhibit Number and Description               Form   Date     Reg. No.   Exhibit
  ------------------------------               ----   ----     --------   -------
  (23)   Consents of experts and
         counsel                               N/A    N/A      N/A        N/A
  
         23.1   Consent of                                                            
                Ernst & Young LLP              N/A    N/A      N/A        N/A
  
         23.2   Consent of Winstead
                Sechrest & Minick P.C.
                (included in Exhibit 5.1)      N/A    N/A      N/A        N/A
  
  (24)   Power of attorney
  
         24.1   Power of Attorney
                (included on Page II-7)        N/A    N/A      N/A        N/A
  (99)   Additional exhibits
  
         99.1   Tandy Brands Accessories,
                Inc. 1997 Stock Option Plan    10-Q   9/30/97  0-18927    10.23
  II-9