Edgar Filing: LEATHER FACTORY INC

As filed with the Securities and Exchange Commission on October 29, 2004
Registration No. 333-07147

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

AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________________

THE LEATHER FACTORY, INC.
(Exact Name of Registrant as Specified in its Charter)
_____________________________

DELAWARE 75-2543540
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)

3847 EAST LOOP 820 SOUTH
FORT WORTH, TEXAS 76119
(817) 496-4414
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
_____________________________

WRAY THOMPSON
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
THE LEATHER FACTORY, INC.
3847 EAST LOOP 820 SOUTH
FORT WORTH, TEXAS 76119
(817) 496-4414
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
_____________________________

COPY TO:

PATRICK A. REARDON
ATTORNEY-AT-LAW
210 WEST 6TH STREET, SUITE 401
FORT WORTH, TEXAS
(817) 348-8801
FAX: (817) 348-8804

Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

CALCULATION OF REGISTRATION FEE

TITLE OF CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2)
------------------------------ ------------- -------------------------
Common Stock, $.0024 par value 350,000 $ 4.19

TITLE OF CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE REGISTRATION FEE
----------------------------- -------------------------- -----------------
Common Stock, $.0024 par value $ 1,466,500.00 $ 185.81

(1) In the event of a stock split, stock dividend or similar transaction
involving the Common Stock, in order to prevent dilution, the number of shares
registered shall be automatically increased to cover the additional shares in
accordance with Rule 416(a) under the Securities Act of 1933.

(2) Estimated solely for the purpose of computing the registration fee
required by Section 6(b) of the Securities Act and computed pursuant to Rule
457(c) under the Securities Act based upon the average ($4.19) of the high
($4.20) and low ($4.18) prices of the common stock on July 13, 2004, as quoted
on the American Stock Exchange. It is not known how may shares will be purchased
under this registration statement or at what price shares will be purchased.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND THE SELLING STOCKHOLDERS
ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED OCTOBER ____, 2004
PROSPECTUS

THE LEATHER FACTORY, INC.

350,000 Shares of Common Stock

___________________________

This prospectus may be used only for the resale of up to 350,000 shares already
issued or to be issued of our common stock, $0.0024 par value, by the selling
stockholders listed in this prospectus under the section "Selling Stockholders".
These shares include 200,000 shares held by some of these stockholders and
150,000 shares issued by us to affiliates of Westminster Securities Corporation
and other persons upon exercise of warrants. The selling stockholders will
receive all of the proceeds from the sale of these shares of common stock and
will pay all underwriting discounts and selling commissions, if any, applicable
to the sale of these shares. We will pay the expenses incurred in registering
the shares, including legal and accounting fees.

The prices at which the selling stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of shares
by the selling stockholders.

Our common stock is quoted on the American Stock Exchange under the symbol
"TLF." On July 13, 2004, the last reported sale price for our common stock on
the American Stock Exchange was $4.18 per share.
____________________________

The securities offered involve a degree of risk. SEE "RISK FACTORS" ON PAGE 4
FOR A DISCUSSION OF MATERIAL RISKS YOU SHOULD CONSIDER BEFORE BUYING ANY SHARES
OF OUR COMMON STOCK.
_____________________________

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is _____________, 2004

TABLE OF CONTENTS

PAGE
----------------------------------------------- ----
Summary 3
Risk Factors 4
Forward-Looking Statements 6
Use of Proceeds 7
Selling Stockholders 8
Plan of Distribution 10
Legal Matters 12
Experts 13
Where You Can Find More Information 13
Incorporation of Certain Documents by Reference 13

You should rely only on the information we have provided or incorporated by
reference in this prospectus. Neither we nor the selling stockholders have
authorized anyone to provide you with additional or different information. The
selling stockholders are not making an offer of these securities in any
jurisdiction where the offer is not permitted. You should assume that the
information in this prospectus is accurate only as of the date on the front of
the document and that any information we have incorporated by reference is
accurate only as of the date of the document incorporated by reference.

SUMMARY

This Summary highlights important features of this offering and the
information included or incorporated by reference into this prospectus. This
summary does not contain all of the information that you should consider before
investing in our common stock. You should read the entire prospectus carefully,
especially the risks of investing in our common stock discussed under the
section titled "Risk Factors."

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, the selling stockholders may, from time to time, sell
their shares of our common stock in one or more offerings. This prospectus
provides you with a general description of the common stock being offered. You
should read this prospectus, including any documents incorporated herein by
reference, together with additional information described under the heading
"Where You Can Find More Information."

The registration statement that contains this prospectus, including the exhibits
to the registration statement, contains additional information about us and the
securities offered under this prospectus. That registration statement can be
read at the Securities and Exchange Commission's offices mentioned under the
heading "Where You Can Find More Information."

We have not authorized any dealer, salesman or other person to give any
information or to make any representation other than those contained or
incorporated by reference in this prospectus and in any accompanying supplement
to this prospectus. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of common stock.

THE LEATHER FACTORY, INC.

We are a retailer and wholesale distributor of a broad line of leather and
related products, including leather, leatherworking tools, buckles and
adornments for belts, leather dyes and finishes, saddle and tack hardware, and
do-it-yourself kits. We also manufacture leather lacing and kits. During 2003,
our consolidated sales totaled $41.7 million of which approximately 6.6% were
export sales. Our common stock trades on the American Stock Exchange under the
symbol "TLF".

At June 30, 2004, we operated 30 Leather Factory wholesale distribution
centers and 32 Tandy Leather retail stores. We also own and operate Roberts,
Cushman and Company, Inc., a manufacturer of custom hat trims.

Our three segments can be summarized as shown below:

1. THE LEATHER FACTORY sells to a mixture of customers that include
resellers, national accounts, institutional and retail customers and
manufacturers. The Leather Factory's products are leather and related products,
including leatherworking tools, buckles and adornments for belts, leather dyes
and finishes, saddle and tack hardware, and do-it-yourself kits. We have a
chain of 30 outlet stores located in the United States and Canada.

2. TANDY LEATHER COMPANY sells primarily to retail customers through a chain
of retail stores located in the United States. Products include quality tools,
leather, accessories, kits and teaching materials. Tandy Leather is the oldest
and best-known supplier of leather and related supplies used in the leathercraft
industry. From its founding in 1919, Tandy has been the primary leathercraft
resource worldwide. We acquired the assets of Tandy Leather in late 2000, and
in early 2002, we initiated a plan to expand Tandy Leather by opening or
acquiring retail stores. As of April 15, 2004, we have added 30 Tandy Leather
retail stores located in the United States and Canada.

3. ROBERTS, CUSHMAN & COMPANY manufactures decorative hat trims that are
sold directly to hat manufacturers and distributors. Its operations are not
material to our financial results.

Our growth, measured both by our net sales and net income, occurs as a
result of the increase in the number of stores we operate and the increase from
year to year of the sales in our existing stores. The following tables provide
summary information concerning the additions of facilities for our Leather
Factory wholesale centers and Tandy Leather retail stores in each of our fiscal
years from 1999 to 2003.

STORE COUNT
YEARS ENDED DECEMBER 31, 1999 THROUGH MAY 31, 2004
--------------------------------------------------

LEATHER FACTORY TANDY LEATHER
WHOLESALE CENTERS RETAIL STORES
----------------------------- ------------------------

YEAR ENDED DEC. 31, OPENED CONVERSIONS(1) TOTAL OPENED(2) CLOSED TOTAL
------------------- ------ -------------- ----- -------- ------ -----
Balance Fwd 22
1999 4 0 26 N/A N/A N/A
2000 2 0 28 1* 0 1
2001 2 0 30 0 0 1
2002 1 1 30 14 1* 14
2003 0 0 30 12 0 26
2004 (thru May 31) 0 0 30 6 0 32

(1) Leather Factory wholesale center converted to a Tandy Leather retail store.
(2) Includes conversions of Leather Factory wholesale centers to Tandy Leather retail stores.
(*) The Tandy Leather operation began as a central mail-order fulfillment center in 2000 that we closed in 2002.

Our company was founded in 1980 as Midas Leathercraft Tool Company, a Texas
corporation. Midas' original business activity focused on the distribution of
leathercraft tools. In addition, the founders of Midas entered into a
consulting agreement with Brown Group, Inc., a major footwear retailer, as a
result of their proposal to develop a multi-location chain of wholesale
distribution centers known as "The Leather Factory." In 1985, Midas purchased
the assets of The Leather Factory from Brown Shoe Group, which then consisted of
six distribution centers.

In 1993, Midas changed its name to "The Leather Factory, Inc.", and then
reincorporated in the state of Delaware in 1994.

Our expansion of the wholesale chain occurred via the opening of new centers as
well as numerous acquisitions of small businesses in strategic geographic
locations including the acquisition of our Canadian distributor, The Leather
Factory of Canada, Ltd., in 1996. By 2000, we had grown to twenty-seven Leather
Factory centers located in the United States and two Leather Factory centers in
Canada. In November 2000, we acquired the operating assets of two subsidiaries
of Tandycrafts, Inc. to form Tandy Leather Company. In 2002, we began opening
retail stores under the "Tandy Leather" name.

Our corporate headquarters are located at 3847 East Loop 820, South, Fort
Worth, Texas 76119, and our telephone number is (817) 496-4414.

RISK FACTORS

Investing in our common stock involves some risk. You should carefully
consider the following risk factors, in addition to the other information set
forth in this prospectus and incorporated in this prospectus by reference to our
Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and our
other filings with the SEC before deciding to purchase our common stock.
RISKS RELATED TO OUR BUSINESS

THE NEW TANDY LEATHER RETAIL STORES WE ARE OPENING OR ACQUIRING MAY NOT BE
PROFITABLE.

If the new Tandy Leather stores are not profitable, the money spent to open or
acquire these stores will not produce higher profits.

IF WE CANNOT FIND SUFFICIENT NEW LOCATIONS ON ACCEPTABLE TERMS, OUR TANDY
LEATHER EXPANSION PLANS MAY NOT WORK.

Our plans to expand Tandy Leather require purchasing existing leathercraft
stores or opening new stores that meet our budget. Because, in recent years,
the expansion of Tandy Leather has produced much of the increase in our profits,
disruption of this expansion would likely also slow or stop the growth of our
profits.

OTHER RETAIL INITIATIVES MAY NOT BE SUCCESSFUL.

Also, both our Leather Factory and Tandy Leather segments depend on marketing
efforts to support sales. Recently we conducted an advertising campaign at the
Leather Factory that failed to generate anticipated sales. While we believe
this was caused by a change in the format of our advertising, there can be no
assurance that future advertising will be successful.

POLITICAL CONSIDERATIONS HERE AND ABROAD COULD DISRUPT OUR SOURCES OF SUPPLIES
FROM ABROAD OR AFFECT THE PRICES WE PAY FOR GOODS. THESE CONSIDERATIONS INCLUDE
TERRORISM, WAR IN THE MIDDLE EAST AND INCREASED BARRIERS TO IMPORTING GOODS,
SUCH AS NEW TARIFFS.

We rely heavily on imported goods for the inventory we sell. If any of these
events occurs and disrupts the flow of these goods to us, then we may not have
sufficient inventory or our inventory costs are likely to be higher.

IF THE COSTS OF OUR RAW MATERIALS AND INVENTORY INCREASE, OUR PROFITS ARE LIKELY
TO DECLINE.

If our inventory costs go up, then we may not be able to make a similar increase
in the prices we charge for the goods we sell. In addition to political
considerations, normal price fluctuations or livestock diseases can affect our
inventory costs.

THE RECENT RISE IN OIL AND NATURAL GAS PRICES MAY REDUCE OUR PROFITS.

Various fuels and chemicals used to manufacture leather and leathercrafts are
derived from oil and natural gas. Also, the carriers who transport our goods
rely on oil-based fuels to power their ships, trucks and trains. They are
likely to pass their increased costs on to us. We may not able to increase our
prices sufficiently to cover these increases.

THE RECENT SLUMP IN THE ECONOMY IN THE UNITED STATES, AS WELL AS ABROAD, MAY
CAUSE OUR SALES TO DECREASE OR NOT TO INCREASE OR ADVERSELY AFFECT THE PRICES
CHARGED FOR OUR PRODUCTS. THESE EVENTS WOULD DECREASE OUR PROFITS.

We believe that we sell more products and are more profitable when there is a
strong economy in the United States and Canada. Recently, the world economy has
shown signs of recovering from an economic slump. However, this recovery is not
yet complete, and there can be no assurance that this recovery will continue.
Continuation or worsening of the economic slump is likely to limit or decrease
our profits.

Other factors could cause either fluctuations in buying patterns or possible
negative trends in the craft and western retail markets. In addition, our
customers may change their preferences to products other than ours, or they may
not accept new products as we introduce them.

FINANCIAL RISKS

THE NUMBER OF SHARES OF OUR COMMON STOCK IN THE HANDS OF OUTSIDE INVESTORS IS
LIMITED, AND THIS RESTRICTS THE VOLUME OF OUR COMMON STOCK THAT REGULARLY
TRADES. AN INFLUX OF SHARES INTO THIS MARKET COULD CAUSE THE PRICE TO FALL
UNEXPECTEDLY.

Our founders hold 52.2% of the total shares of our common stock. Their shares
do not trade on the market and there are restrictions that prevent a large
number of these shares from being sold without registering the sale with the
Securities and Exchange Commission.

During the four weeks indicated, the weekly trading volume of our common stock
on the American Stock Exchange was as shown below:

WEEK WEEKLY VOLUME
-------------
September 13-17, 2004 8,600
September 20-24, 2004 125,100
September 27 - October 1, 2004 19,600
October 4-8, 2004 24,200

TAX OR INTEREST RATES MAY INCREASE. IN PARTICULAR, INTEREST RATES ARE LIKELY TO
INCREASE AT SOME POINT FROM THEIR PRESENT LOW LEVELS. THESE INCREASES WILL
INCREASE OUR COSTS OF BORROWING FUNDS AS NEEDED IN OUR BUSINESS.

In recent years, we have enjoyed a favorable environment of low interest rates
and stable income tax rates. If either interest or tax rates increase, our net
profits are likely to be affected. While we have steadily decreased our
borrowings in recent years, it may become necessary to increase borrowings to
fund our growth and operations. If we increase our borrowing, this may decrease
our profits.

Likewise, any change in the commercial banking environment or in our ability to
borrow money on favorable terms may affect us.

FORWARD-LOOKING STATEMENTS

This prospectus includes or incorporates by reference forward-looking
statements under Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Forward-looking statements, which are
based on assumptions and describe our future plans, strategies and expectations,
are generally identifiable by the words "anticipate", "believe", "estimate",
"expect", "intend", "project", or other similar expressions. These
forward-looking statements are subject to risks, uncertainties and assumptions
about us. Important factors that could cause actual results to differ
materially from the forward-looking statements we make in this prospectus are
found above under the caption "Risk Factors" and elsewhere in this prospectus
and the documents incorporated by reference. If one or more of these risks or
uncertainties materialize, or if any underlying assumptions prove incorrect, our
actual results, performance or achievements may vary from any future results,
performance or achievements stated or suggested by these forward-looking
statements. All forward-looking statements by us or persons acting on our
behalf are qualified in their entirety by these cautionary statements.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares of our
common stock by the selling stockholders pursuant to this prospectus. Proceeds
received by us in connection with the exercise of the warrants described below
will be used for general corporate purposes. See "Selling Stockholders".

SELLING STOCKHOLDERS

The following table sets forth information regarding beneficial ownership
of our common stock by the selling stockholders as of July 8, 2004. Beneficial
ownership is determined in accordance with the rules of the SEC and includes
voting or investment power with respect to shares. Shares of common stock
issuable pursuant to rights to acquire common stock within 60 days after August
20, 2004 are deemed outstanding for purposes of computing the ownership and
percentage ownership of the person holding the right, but are not deemed
outstanding for computing the percentage ownership of any other person. Unless
otherwise indicated below, to our knowledge, all persons named in the table have
sole voting and investment power with respect to their shares of common stock,
except when the authority is shared by spouses under applicable law.

NUMBER OF SHARES SHARES SHARES BENEFICIALLY OWNED
BENEFICIALLY OWNED BEING AFTER OFFERING (ASSUMING ALL)
PRIOR TO THE OFFERING OFFERED SHARE BEING OFFERED ARE SOLD)
--------------------- -------

NAME OF
SELLING STOCKHOLDER NUMBER PERCENT NUBMER PERCENT
---------------------------------------- ------- ------- ------ -------
Scott C. Bowman (1)(2)(3) 4,000 * 4,000 0 *
Andrew Chase (4) 5,000 * 5,000 0 *
The Chase Family Trust (1)(3)(5)(6) 70,800 * 70,800 0 *
Jonathan B. Dangar (1)(2)(3) 11,200 * 11,200 0 *
Sanford E. Davis, Jr. (4) 10,600 * 10,000 600 *
Herbert Arnold and Leslie C. Duke (4) 5,000 * 5,000 0 *
Robert N. and Gunilla H. Fink (4) 5,000 * 5,000 0 *
Grinspan-Ernst PSP (4)(7) 5,000 * 5,000 0 *
Growth Properties, LLC (4)(8) 5,000 * 5,000 0 *
James C. Harper (1)(5) 20,000 * 20,000 0 *
Michael and Lyn Harvey (4) 5,000 * 5,000 0 *
James Wayne and Ruth C. Hill (4) 10,000 * 10,000 0 *
Joseph J. Jillson (4) 25,000 * 25,000 0 *
Henry S. Krauss (1)(2)(3)(5) 7,500 * 7,500 0 *
Richard Louise (1)(2)(3)(5) 14,000 * 14,000 0 *
Daniel Luskind (1)(2)(3)(5) 7,500 * 7,500 0 *
Meadowbrook Opportunity Fund, LLC (4)(9) 130,000 * 65,000 65,000 *
Arthur J. Niebauer (1)(2)(3)(5) 7,500 * 7,500 0 *
John O'Shea (1)(2)(3)(5) 7,500 * 7,500 0 *
Alexander Purdie, Jr. (4) 10,000 * 10,000 0 *
Allan C. and Lou Ann Purdie (4) 5,000 * 5,000 0 *
Sems Diversified Value Fund LP (4)(10) 28,000 * 10,000 18,000 *
Ronald L. Warnken (4) 5,000 * 5,000 0 *
Frederick G. Wedell (4) 25,000 * 25,000 0 *
Harold E. Zell (4) 5,000 * 5,000 0 *

* Less than 1.0%.

(1) Shares shown as held can be acquired upon exercise of warrants that are
immediately exercisable. See below.

(2)The selling stockholder is an affiliate of Westminster Securities
Corporation, a registered broker-dealer. This selling stockholder has indicated
that it acquired or will acquire the common stock to be resold in the ordinary
course of business and, at the time of purchase, it had or will have no
agreements or understandings directly or indirectly with any person to
distribute the common stock.

(3) Some or all of the shares shown may be acquired upon exercise of warrants to
acquire 50,000 shares of our common stock upon payment of the $5.00 per share
exercise price. We issued these warrants to Westminster on February 24, 2004,
and these warrants may be exercised at any time during the five years after that
date. Westminster transferred the warrants to the following persons who hold
warrants to acquire the number of shares shown by their names: Scott C. Bowman
(4,000 shares), The Chase Family Trust (20,800 shares), Jonathan B. Danger
(11,200 shares), Henry S. Krauss (2,500 shares), Richard Louise (4,000 shares),
Daniel Luskind (2,500 shares), Arthur J. Niebauer (2,500 shares) and John O'Shea
(2,500 shares). See below.

(4) The selling stockholder acquired the shares being offered from The Schlinger
Foundation as part of a group of transactions all completed on June 30, 2004.
See below.

(5) Some or all of the shares shown may be acquired upon exercise of warrants to
acquire 100,000 shares of our common stock upon payment of the $3.10 per share
exercise price. We issued these warrants on February 12, 2003, and these
warrants may be exercised at any time during the five years after that date.
Westminster transferred the warrants to the following persons who hold these
warrants to acquire the number of shares shown by their names: The Chase Family
Trust (50,000 shares), James C. Harper (20,000 shares), Henry S. Krauss (5,000
shares), Richard Louise (10,000 shares), Daniel Luskind (5,000 shares), Arthur
J. Niebauer (5,000 shares), and John O'Shea (5,000 shares). See below.

(6) Nancy A. Chase is trustee of the Chase Family Trust and has voting and
investment power with respect to the shares shown. She is the spouse of an
affiliate of Westminster, but she denies being an affiliate of that company.

(7) Samuel M. Grinspan has voting and investment power over the shares held by
Grinspan-Ernst PSP.

(8) W. Kent Ward is the manager of Growth Properties, LLC and has voting and
investment power over the shares held by it.

(9) Michael Ragins and Daniel Elekman have voting and investment power over the
shares held by Meadowbrook Opportunity Fund LLC.

(10) Lloyd Sems has voting and investment power over 10,000 shares held by Sems
Diversified Value Fund, LP. In addition, Mr. Sems personally owns 18,000 shares
of our common stock.

MATERIAL RELATIONSHIPS AND TRANSACTIONS

All shares of our common stock offered for resale were acquired in the
transactions described below.

On August 3, 2003, The Schlinger Foundation acquired 200,000 shares of our
common stock pursuant to the exercise of a warrant that had been issued five
years earlier. On May 12, 2004, we signed an agreement with The Schlinger
Foundation and Westminster Securities Corporation in which Westminster agreed to
seek purchasers of the 200,000 shares held by The Schlinger Foundation in a
transaction that would be exempt from the registration requirements of the
Securities Act of 1933. Westminster is a member firm of the New York Stock
Exchange and a registered securities broker-dealer. In this contract, we agreed
to register the resale of the 200,000 shares by the purchasers from The
Schlinger Foundation under the Securities Act of 1933. The sale of these shares
was closed on June 30, 2004.

On February 12, 2003, we entered into a Capital Markets Service Agreement
with Westminster, along with a Financial Advisor's Warrant Agreement that
provided for the issuance of warrants to purchase up to 100,000 shares of our
common stock to affiliates of Westminster. These warrants provided for an
exercise price of $3.10 per share and expired five years after their issuance.

Following the expiration of the first Capital Markets Services Engagement
Agreement, we entered into a second agreement with Westminster, dated February
24, 2004. The second agreement was also accompanied by the execution of another
Financial Advisor's Warrant Agreement. This agreement provided for the issuance
to Westminster of a warrant to purchase up to 50,000 shares of our common stock
at an exercise price of $5.00 per share. The warrant provided for a five-year
term.

Both of the Financial Advisor's Warrant Agreements we signed with
Westminster provide registration rights to the holders of our common stock
issued when those warrants are exercised. Also, those agreements provide that
we will indemnify the selling stockholders who register their shares from
liabilities that might arise in connection with this offering.

None of the selling stockholders is a registered securities broker-dealer.

PLAN OF DISTRIBUTION

We are registering for resale 350,000 shares of common stock under this
prospectus on behalf of the selling stockholders. All or a portion of the
shares offered by the selling stockholders may be delivered and/or sold in
transactions on the American Stock Exchange, on the over-the-counter market, in
privately-negotiated transactions, or a combination of these methods. Sales
will be at market prices prevailing at the time, at prices related to such
prevailing prices or at negotiated prices.

The selling stockholders may sell their shares to or through one or more
broker-dealers, and these broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the selling
stockholders. Westminster may be deemed an "underwriter" within the meaning of
the Securities Act. We believe that some selling stockholders are likely to
effect resales of our common stock through Westminster.

Any broker-dealer participating in these transactions as an agent may receive
commissions from the selling stockholders (and, if they act as agent for the
purchaser of such shares, from the purchaser). Broker-dealers may agree with the
selling stockholders to sell a number of shares at a stipulated price per share,
and, to purchase as principal any unsold shares at the agreed price.
Broker-dealers who acquire shares as a principal may later resell those shares
from time to time in transactions as described above. These sales may involve
crosses, block transactions, and sales to or through broker-dealers. In
connection with resales, broker-dealers may pay to or receive commissions from
the purchasers of the shares.

When required under the Securities Act, a supplemental prospectus will be filed,
disclosing:

- the name of any broker-dealers;

- the number of shares involved;

- the price at which the shares are to be sold;

- the commissions paid or discounts or concessions allowed to the
broker-dealers, where applicable;

- that the broker-dealers did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus, as
supplemented; and

- other facts material to the transaction.

The selling stockholders and any other persons participating in the sale or
distribution of the shares will be subject to the applicable provisions of the
Securities Exchange Act of 1934. These provisions may restrict certain
activities of, and limit the timing of, purchases by the selling stockholder or
other persons or entities. Furthermore, persons engaged in a distribution of
securities are prohibited from simultaneously engaging in market making and
other activities with respect to those securities for a specified period of time
prior to the commencement of the distributions, subject to specified exceptions
or exemptions. All of these limitations may affect the marketability of the
shares. To our knowledge, there are currently no plans, arrangements or
understandings between any selling stockholder and any underwriter,
broker-dealer or agent regarding the sale of the common stock by the selling
stockholders.

The selling stockholders may sell the common stock directly to purchasers or
through underwriters, broker-dealers or agents, who may receive compensation in
the form of discounts, concessions or commissions from the selling stockholders
or the purchasers. These discounts, concessions or commissions as to any
particular underwriter, broker-dealer or agent may be in excess of those
customary in the types of transactions involved.

The common stock may be sold in one or more transactions at:

- fixed prices;

- prevailing market prices at the time of sale;

- prices related to the prevailing market prices;

- varying prices determined at the time of sale; or

- negotiated prices.

These sales may be effected in transactions:

- on any national securities exchange or quotation service on which our
common stock may be listed or quoted at the time of sale, including the American
Stock Exchange;

- in the over-the-counter market;

- off of these markets in other places;

- through the writing of options, whether the options are listed on an
options exchange or otherwise; or

- through the settlement of short sales.

These transactions may include block transactions or crosses. Crosses are
transactions in which the same broker acts as agent on both sides of the trade.

In connection with the sale of the common stock or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers or other
financial institutions. These broker-dealers or financial institutions may in
turn engage in short sales of the common stock in the course of hedging the
positions they assume with the selling stockholders. The selling stockholders
may also sell the common stock short and deliver these securities to close out
short positions, or loan or pledge the common stock to broker-dealers that in
turn may sell these securities.

The aggregate proceeds to the selling stockholders from the sale of the common
stock offered by them hereby will be the purchase price of the common stock less
discounts and commissions, if any. Each of the selling stockholders reserves the
right to accept and, together with their agents from time to time, to reject, in
whole or in part, any proposed purchase of common stock to be made directly or
through agents. We will not receive any of the proceeds from this offering.
In order to comply with the securities laws of some states, if applicable, the
common stock may be sold in these jurisdictions only through registered or
licensed brokers or dealers.

Broker-dealers or agents that participate in the sale of the common stock may be
deemed to be "underwriters" under the Securities Act. Selling stockholders that
participate in the sale of the common stock may also be deemed to be
"underwriters" under the Securities Act. Profits on the sale of the common
stock by selling stockholders and any discounts, commissions or concessions
received by any broker-dealers or agents may be underwriting discounts and
commissions under the Securities Act. Selling stockholders who are deemed to be
"underwriters" under the Securities Act will be subject to the prospectus
delivery requirements of the Securities Act. To the extent the selling
stockholders may be deemed to be "underwriters," they may be subject to
statutory liabilities, including Sections 11, 12 and 17 of the Securities Act.

A selling stockholder may decide not to sell any common stock described in this
prospectus. We cannot assure holders that any selling stockholder will use this
prospectus to sell any or all of the common stock. Any securities covered by
this prospectus which qualify for sale pursuant to Rule 144 or Rule 144A of the
Securities Act may be sold under those rules rather than pursuant to this
prospectus. In addition, a selling stockholder may transfer, devise or gift the
common stock by other means not described in this prospectus.

If required, an accompanying prospectus supplement or, if appropriate, a
post-effective amendment to the registration statement of which this prospectus
is a part will be prepared and will set forth the following information:

- the specific common stock to be offered and sold;

- the names of the selling stockholders;

- the respective purchase prices and public offering prices and other
material terms of the offering;

- the names of any participating agents, broker-dealers or underwriters; and

- any applicable commissions, discounts, concessions and other items
constituting compensation from the selling stockholders.

As described above, we have signed agreements for the benefit of holders of
our common stock to register their shares under applicable federal and state
securities laws under certain circumstances and at certain times. See "Selling
Stockholders". In certain instances, these agreements provide that the selling
stockholders and the Leather Factory will indemnify each other and their
respective directors, officers and controlling persons against specific
liabilities in connection with the offer and sale of the common stock, including
liabilities under the Securities Act, or will be entitled to contribution in
connection with those liabilities. We will pay all of our expenses related to
the registration of the shares of our common stock for resale to the public, but
each selling stockholder will be responsible for payment of commissions,
concessions, fees and discounts of underwriters, broker-dealers and agents.

LEGAL MATTERS

The validity of the shares of common stock offered here will be passed upon
for the Leather Factory by Patrick A. Reardon, Attorney-at-Law, Fort Worth,
Texas. Mr. Reardon's wife holds 1,700 shares of our common stock as her separate
property. Other legal matters may be passed upon for any agents or underwriters
by counsel for those agents or underwriters identified in the applicable
prospectus supplement.

EXPERTS

The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K for the years ended December 31, 2003 have been
incorporated based on the report of Weaver & Tidwell, LLP, and Hein + Associates
LLP, independent accountants, given on the authority of these firms as experts
in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information requirements of the Securities Exchange
Act of 1934, as amended. Accordingly, we file annual, quarterly and periodic
reports, proxy statements and other information with the SEC relating to our
business, financial statements and other matters. You may read and copy any
documents we have filed with the SEC at prescribed rates at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. You can obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Our SEC filings are also available to you free of charge at the
SEC's web site at http://www.sec.gov and at our web site at
http://www.leatherfactory.com. Information contained in our web site is not part
of this prospectus.

This prospectus is only part of a registration statement on Form S-3 that we
have filed with the SEC under the Securities Act, and therefore omits some
information contained in the registration statement. We have also filed
exhibits with the registration statement that are not included in this
prospectus, and you should refer to the applicable exhibit for a complete
description of any statement referring to any contract or other document. A
copy of the registration statement, including the exhibits, may be inspected
without charge at the Public Reference Room of the SEC described above, and
copies of this material may be obtained from the office upon payment of the fees
prescribed by the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We have elected to "incorporate by reference" certain information into this
prospectus. By incorporating by reference, we can disclose important
information to you by referring you to another document we have filed with the
SEC. The information incorporated by reference is deemed to be part of this
prospectus, except for information incorporated by reference that is superseded
by information contained in this prospectus. This prospectus incorporates by
reference the documents below that we have previously filed with the SEC:

- Our Annual Report on Form 10-K (including information specifically
incorporated by reference into our Form 10-K from our Proxy Statement for our
2004 Annual Meeting of Stockholders)

- Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2004
and June 30, 2004.

- Our Current Reports on Form 8-K filed on March 9, 2004, April 28, 2004,
April 29, 2004, July 14, 2004, August 6, 2004 and September 7, 2004.

- The description of our common stock and the associated rights, contained
in our registration statement on Form 8-2 filed on August 16, 1994, as updated
by our current report on Form 8-K filed on July 14, 2004, updating and fully
restating the description of our capital stock.

- All reports and other documents filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus
and prior to the termination of the offering.

All documents that we file with the SEC pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act from the date of this prospectus to the end of
the offering of the common stock under this prospectus shall also be deemed to
be incorporated in this prospectus by reference.

You may obtain copies of these documents from us without charge (other than
exhibits to these documents, unless those exhibits are specifically incorporated
by reference into the documents) by writing to us at The Leather Factory, Inc.,
Attn. Chief Financial Officer, 3847 East Loop 820 South, Fort Worth, Texas 76119
or calling us at (817) 496-4414.

350,000 SHARES OF COMMON STOCK

THE LEATHER FACTORY, INC.

PROSPECTUS

We have not authorized any dealer, salesman or other person to give any
information or to make any representation other than those contained or
incorporated by reference in this prospectus and any applicable supplement to
this prospectus. You must not rely upon any information or representation not
contained or incorporated by reference in this prospectus or any applicable
supplement to this prospectus. Neither this prospectus nor any applicable
supplement to this prospectus constitutes an offer to sell or the solicitation
of an offer to buy any securities other than the registered common stock to
which it relates, nor does this prospectus or any supplement to this prospectus
constitute an offer to sell or the solicitation of an offer to buy securities in
any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in that jurisdiction. You should not assume that the information
contained in this prospectus or any supplement to this prospectus is accurate on
any date subsequent to the date on the front of this prospectus or any
supplement to this prospectus or that any information we have incorporated by
reference is correct on any date subsequent to the date of the document
incorporated by reference, even though this prospectus and any applicable
supplement to this prospectus is delivered or securities are issued on a later
date.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses payable by the
registrant in connection with the registration for resale of our common stock.
All of the amounts shown are estimates except the Securities and Exchange
Commission (the "Commission") registration fee.

Amount
----------
Commission Registration Fee $ 185.81
*Costs of Printing 500.00
*Legal Fees and Expenses 25,000.00
*Accounting Fees and Expenses 5,800.00
*Miscellaneous Expenses -0-
----------
*Total $31,485.81

*= Estimated

ITEM 15. LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS.

We are a Delaware corporation. Subsection (b)(7) of Section 102 of the
Delaware General Corporation Law (the "DGCL"), enables a corporation in its
original certificate of incorporation or an amendment thereto to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of the director's fiduciary duty,
except (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions), or (iv) for
any transaction from which the director derived an improper personal benefit.

Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any present or former director, officer, employee or agent of the
corporation, or any individual serving at the corporation's request as a
director, officer, employee or agent of another organization, who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding provided that such director, officer, employee
or agent acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, provided further that such director, officer,
employee or agent had no reasonable cause to believe his conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any
present or former director, officer, employee or agent who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such
action or suit provided that such director, officer, employee or agent acted in
good faith and in a manner reasonably believed to be in, or not opposed to, the
best interests of the corporation, except that no indemnification may be made in
respect to any claim, issue or matter as to which such director, officer,
employee or agent shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all of the circumstances of the
case, such director or officer is fairly and reasonably entitled to indemnity
for such expenses which the Court of Chancery or such other court shall deem
proper.

Section 145 further provides that to the extent a director, officer,
employee or agent has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith; that indemnification and advancement of expenses provided
for, by, or granted pursuant to, Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and empowers
the corporation to purchase and maintain insurance on behalf of a present or
former director, officer, employee or agent of the corporation, or any
individual serving at the corporation's request as a director, officer or
employee of another organization, against any liability asserted against him or
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liabilities under Section 145.

Our Certificate of Incorporation provides that to the fullest extent
permitted by the Delaware General Corporation Law ("DGCL"), a director of The
Leather Factory, Inc. shall not be liable to The Leather Factory, Inc. or its
stockholders for monetary damages for breach of fiduciary duty as a director.

ITEM 16. INDEX TO EXHIBITS.

NUMBER EXHIBIT
------ -----------------------------------------------------------------------------------------------------------------------

4.1 Engagement Agreement, dated May 12, 2004, among The Schlinger Foundation, Westminster Securities Corporation and
The Leather Factory, Inc.

4.2 Capital Markets Services Engagement Agreement, dated February 12, 2003, between The Leather Factory, Inc. and Westminster
Securities Corporation (incorporated herein by reference to the Registrant's Form 10-Q filed on May 14, 2003)

4.3 Financial Advisor's Warrant Agreement, dated February 12, 2003, between The Leather Factory, Inc. and Westminster
Securities Corporation (incorporated herein by reference to the Registrant's Form 10-Q filed on May 14, 2003)

4.4 Form of Warrant Certificate issued pursuant to the Financial Advisor's Warrant Agreement, dated February 12, 2003
(incorporated herein by reference to the Registrant's Form 10-Q filed on May 14, 2003)

4.5 Capital Markets Services Engagement Agreement, dated February 24, 2004, between The Leather Factory, Inc. and Westminster
Securities Corporation (incorporated herein by reference to the Registrant's Form 10-Q filed on May 14, 2004)

4.6 Financial Advisor's Warrant Agreement, dated February 24, 2004, between The Leather Factory, Inc. and Westminster
Securities Corporation (incorporated herein by reference to the Registrant's Form 10-Q filed on May 14, 2004)

4.7 Form of Warrant Certificate issued pursuant to the Financial Advisor's Warrant Agreement, dated February 24, 2004
(incorporated herein by reference to the Registrant's Form 10-Q filed on May 14, 2004)

5.1 Opinion of Patrick A. Reardon, Attorney-at-Law**

23.1 Consent of Patrick A. Reardon, Attorney-at-Law (included in Exhibit 5.1)**

23.2 Consent of Weaver & Tidwell, LLP, Independent Accountants**

23.3 Consent of Hein + Associates LLP, Independent Accountants**

24.1 Power of Attorney (included in signature page)*

* Previously filed
**Filed herewith

ITEM 17. 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in the
effective 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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

(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; and

(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.

B. The undersigned 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.

C. 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.

SIGNATURES

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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Worth, State of Texas, on this 29th day of
October, 2004.

THE LEATHER FACTORY, INC.

By s/Wray Thompson
Wray Thompson
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.

Signature Date Title/Position
------------------------------------------------ ----------------------- ---------------------------------------------

s/ Wray Thompson October 29, 2004 Chairman of the Board and
Wray Thompson Chief Executive Officer
(Principal Executive Officer)

s/ Shannon L. Greene October 29, 2004 Chief Financial Officer & Director
Shannon L. Greene Principal Financial and Accounting Officer

* October 29, 2004 President, Chief Operating Officer & Director
Ronald C. Morgan

* October 29, 2004 Director
T. Field Lange

* October 29, 2004 Director
Joseph R. Mannes

* October 29, 2004 Director
H. W. Markwardt

* October 29, 2004 Director
Michael A. Markwardt

* October 29, 2004 Director
Michael A. Nery

*s/ Wray Thompson
Wray Thompson. . . . . . . . . . . . . . . . . . October 29, 2004 Attorney-in-Fact

*s/ Shannon L. Greene
Shannon L. Greene. . . . . . . . . . . . . . . . October 29, 2004 Attorney-in-Fact

EXHIBITS

NUMBER EXHIBIT
------ -----------------------------------------------------------------------------------------------------------------------

4.1 Engagement Agreement, dated May 12, 2004, among The Schlinger Foundation, Westminster Securities Corporation and
The Leather Factory, Inc.

5.1 Opinion of Patrick A. Reardon, Attorney-at-Law**

23.1 Consent of Patrick A. Reardon, Attorney-at-Law (included in Exhibit 5.1)**

23.2 Consent of Weaver & Tidwell, LLP, Independent Accountants**

23.3 Consent of Hein + Associates LLP, Independent Accountants**

24.1 Power of Attorney (included in signature page)*

* Previously filed
**Filed in this amendment

EXHIBIT 5.1

PATRICK A. REARDON
Attorney-at-Law

201 WEST SIXTH STREET TELEPHONE: (817) 348-8801
SUITE 401 FAX: (817) 348-8804
FORT WORTH, TEXAS 76102 E-MAIL: PATRICK.REARDON@PARFWLAW.COM
WEB PAGE: WWW.PARFWLAW.COM

October 14, 2004

The Leather Factory, Inc.
3847 East Loop 820 South
Fort Worth, Texas 76119

Ladies and Gentlemen:

I have acted as counsel to The Leather Factory, Inc., a Delaware
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933 (the
"Securities Act"), covering the offer and sale by certain stockholders (the
"Selling Stockholders") of 350,000 shares of common stock, par value $0.0024 per
share, of the Company (the "Shares"). Of the 350,00 Shares, 200,000 shares (the
"Outstanding Shares") are currently outstanding. The remaining 150,000 shares
(the "Warrant Shares") shall be issued if and when warrants to purchase these
shares have been issued. I understand that theses warrants (the "Warrants") are
the forms described as items (vi) and (ix) of the following paragraph.

I have examined originals or copies, certified or otherwise identified to
my satisfaction, of (i) the Registration Statement, (ii) a Consulting Agreement,
dated July 24, 1998, between the Company and Evert I. Schlinger, (iii) The
Leather Factory, Inc. Stock Purchase Warrant 200,000 Shares of Common Stock,
$0.0024 Par Value, dated August 3, 1998, and executed by the Company and issued
to Evert I. Schlinger, (iv) a Capital Markets Services Engagement Agreement,
dated February 12, 2003, between The Company and Westminster Securities
Corporation, (v) a Financial Advisor's Warrant Agreement, dated February 12,
2003, between The Company and Westminster Securities Corporation, (vi) a Form
of Warrant Certificate issued pursuant to the Financial Advisor's Warrant
Agreement, dated February 12, 2003, (vii) a Capital Markets Services Engagement
Agreement, dated February 24, 2004, between The Company and Westminster
Securities Corporation, (viii) a Financial Advisor's Warrant Agreement, dated
February 24, 2004, between The Company and Westminster Securities Corporation,
(ix) a Form of Warrant Certificate issued pursuant to the Financial Advisor's
Warrant Agreement, dated February 24, 2004, (x) an Engagement Agreement, dated
May 12, 2004, among The Schlinger Foundation, Westminster Securities Corporation
and The Company, (xi) the Company's minute book, and (xii) such other
certificates, statutes and other instruments and documents as I considered
appropriate for purposes of the opinion hereafter expressed.

In making our examination, I have assumed that the signatures on all
documents examined by me are genuine, all documents submitted to me as originals
are authentic and all documents submitted as certified or photostatic copies
conform to the originals thereof.
Based upon the foregoing, and subject to the qualifications, assumptions
and limitations set forth herein, I am of the opinion that
1. The Outstanding Shares have been duly authorized and validly issued and
are fully paid and nonassessable.
2. The Warrants are the legal and binding obligations of the Company,
enforceable in accordance with their terms.
3. Upon exercise of the Warrants and payment to the Company of the
applicable exercise price, as these steps are more fully described in the
Warrants and the Related Financial Advisor's Warrant Agreements (described as
items (v) and (viii) in the second paragraph of this letter), the Warrant Shares
issued at that time shall be duly authorized, validly issued, fully-paid and
non-assessable.
The opinion set forth above is limited in all respects to the laws of the
State of Texas, the General Corporation Law of the State of Delaware and the
applicable federal laws of the United States.

The opinion expressed herein is given as of the date hereof, and I do not
undertake to advise you of any events occurring subsequent to the date hereof
that might affect the matters covered by such opinion.

My wife holds 1,700 shares of the Company's common stock as her separate
property.

I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the use of my name in the prospectus forming a
part of the Registration Statement under the caption "Legal Matters." By giving
this consent, I do not admit that I am within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission issued thereunder.

Sincerely yours,

s/ Patrick A. Reardon

Patrick A. Reardon

EXHIBIT 23.2

INDEPENDENT AUDITOR'S CONSENT

We consent to the use in amendment no. 1 to the registration statement of The
Leather Factory, Inc. on Form S-3 filed with the Securities and Exchange
Commission (Registration No. 333-07147) of our report dated February 17, 2004,
of our audit of the consolidated financial statements of The Leather Factory,
Inc. as of December 31, 2003, and for the year then ended, which report is
included in the Annual Report on Form 10-K of The Leather Factory, Inc. for the
year ended December 31, 2003. We also consent to the reference to our firm
under the caption "Experts."

WEAVER AND TIDWELL, L.L.P.

Fort Worth, Texas
October 28 2004

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Form S-3 Registration of The
Leather Factory, Inc. of our report dated February 6, 2003, with respect to the
consolidated financial statements of The Leather Factory, Inc. included in the
Annual Report (Form 10-K) for the year ended December 31, 2002. We also consent
to the reference to our firm under the caption "Experts."

Hein + Associates LLP

Dallas, Texas
October 28, 2004