The Leather Factory, Inc.

The Leather Factory, Inc. ("TLF"), headquartered in Fort Worth,

Texas, is the premier distributor of leather and leathercraft products

to customers worldwide. Products are distributed primarily through 28

sales units located in 19 states and Canada. The purchase of Tandy Leather

Company in December 2000 increased its market share and distribution capabilities

with a dedicated mail-order system and sophisticated e-commerce website

The Leather Factory, Inc. was founded in 1980 by Wray Thompson and Ronald

Morgan who, at that time, had a combined 32 years experience in the industry.

Its primary product was leatherworking tools. As the company has grown

from its original six sales units (still in existence today) to the current

28, the product line has grown from 800 to approximately 2,800 items.

One of the company's greatest strengths is the diversity of its product

line. The selection of items cannot be found anywhere else under one roof.

Roberts, Cushman & Company, Inc., a subsidiary of TLF located in New

York, custom designs and manufactures a related product line of decorative

hat trims for hat (usually western) manufacturers. Royal Crown Custom

Leathers, a division of TLF, distributes small finished leather goods

The aggressive use of direct mail advertising has been a contributing

factor in TLF's success. They maintain an extensive customer mailing list

that enables them to target specific customer groups with relevant mailing

pieces. On average, they produce 80-100 different mailing pieces annually

Revenues for its latest fiscal year ended December 31, 2000 were $30.1

million with net income of $1.5 million. Shareholders equity as June 30,