TANDY CORP /DE/, DEF 14A, 1994-03-30

TANDY CORP /DE/
DEF 14A, 1994-03-30
ELECTRONIC COMPUTERS

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TANDY CORPORATION
1800 One Tandy Center
Fort Worth, Texas 76102

_________________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 19, 1994

_________________________

NOTICE IS HEREBY GIVEN that the Annual Meeting of
Stockholders of Tandy Corporation will be held at the
Worthington Hotel, 200 West Second Street, Fort Worth, Texas
76102, on Thursday, May 19, 1994 at 10:00 a.m. for the
following purposes:

(1) To elect directors to serve for the ensuing year
and until their respective successors are elected;
(2) To approve the Compensation Plan for the Chief
Executive Officer; and
(3) To transact such other business as may properly
come before the meeting or any adjournment or
adjournments thereof.

The transfer books will not be closed. The date fixed
by the Board of Directors as the record date for the
determination of the stockholders entitled to notice of, and
to vote at, said Annual Meeting or any adjournment or
adjournments thereof is the close of business on March 22,
1994.

By Order of the Board of
Directors

HERSCHEL C. WINN
Senior Vice President
Fort Worth, Texas and Secretary
March 30, 1994

IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, MANAGEMENT
ASKS THAT YOU SIGN AND DATE THE ENCLOSED PROXY AND MAIL IT AT
ONCE IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES. A PROXY IS REVOCABLE AT ANY
TIME PRIOR TO BEING VOTED AT THE MEETING BY (A) FILING WITH
THE CORPORATE SECRETARY A WRITTEN NOTICE OF REVOCATION
BEARING A LATER DATE THAN THE PROXY CARD, (B) DULY EXECUTING
AND FILING WITH THE CORPORATE SECRETARY A SUBSEQUENTLY DATED
PROXY CARD OR (C) ATTENDING THE ANNUAL MEETING AND VOTING IN
PERSON (BUT MERE ATTENDANCE AT THE MEETING AND VOTING WITHOUT
A WRITTEN NOTICE OF REVOCATION SHALL NOT REVOKE A PREVIOUSLY
FILED PROXY CARD).
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)
<PAGE>
PROXY STATEMENT

TANDY CORPORATION
1800 One Tandy Center
Fort Worth, Texas 76102

ANNUAL MEETING OF STOCKHOLDERS OF TANDY CORPORATION
TO BE HELD ON THURSDAY, MAY 19, 1994

This Proxy Statement is being furnished to stockholders
of Tandy Corporation, a Delaware corporation (the "Company"),
in connection with the solicitation of proxies by the Board
of Directors of the Company (the "Board") from holders of
record of the Company's voting securities as of the close of
business on March 22, 1994 (the "Annual Meeting Record
Date"), for use at the Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held on Thursday, May
19, 1994, at 10:00 A.M. (Central Daylight Savings Time) at
the Worthington Hotel, 200 West Second Street, Fort Worth,
Texas 76102, and at any adjournment or postponement thereof.
This Proxy Statement is first being mailed to the holders of
the Company's voting securities on or about March 30, 1994.

PURPOSES OF THE ANNUAL MEETING

At the Annual Meeting, holders of shares of Company
securities entitled to vote at the Annual Meeting will be
asked to consider and to vote upon the following matters:

(i) the election of 12 directors of the Company to
serve until the next annual meeting of
stockholders or until their successors are
elected;

(ii) the approval of Compensation Plan for the Chief
Executive Officer; and

(iii) such other business as may properly come before
the meeting.

The Board unanimously recommends a vote FOR the election
of the Board's nominees for election as directors of the
Company and a vote FOR the approval of the Compensation Plan
for the Chief Executive Officer. As of the date of this
Proxy Statement, the Board knows of no other business to come
before the Annual Meeting.

VOTING RIGHTS AND PROXY INFORMATION

Only holders of record of shares of the Company's Common
Stock, the Depositary Shares, which represent 1/100th of a
share of the Company's Series C Equity Redemption Convertible
Preferred Stock ("PERCS"), and the Company's Series B TESOP
Convertible Preferred Stock (the "TESOP Stock") as of the
close of business on March 22, 1994 (the "Annual Meeting
Record Date") will be entitled to notice of, and to vote at,
the Annual Meeting or any adjournment or postponement
thereof. The holders of shares of Company Common Stock are
entitled to one vote per share (a "Common Stock Vote") on any
matter which may properly come before the Annual Meeting.
The holders of Depositary Shares are entitled to one (1)
Common Stock Vote per share. The holders of TESOP Stock are
entitled to 21.768 Common Stock Votes per share.

A total of 150,000 PERCS were deposited with The First
National Bank of Boston (the "PERCS Depositary") on February
12, 1992, pursuant to a Deposit Agreement dated February 1,
1992 (the "Deposit Agreement"). The Depositary then issued
15,000,000 Depositary Shares, each representing 1/100th of a
PERCS share. Each Depositary Share owner has the right to
direct the PERCS Depositary as to the voting rights
pertaining to the number of PERCS (or part thereof)
represented by his or her Depositary Shares. Since each
PERCS share is entitled to 100 Common Stock Votes, each
Depositary Share has a voting right equal to one share of the
Company's Common Stock. Under the Deposit Agreement, the
PERCS Depositary must abstain from voting the shares to the
extent it does not receive specific written instructions from
the holders of Depositary Shares.

As of the Annual Meeting Record Date, a total of 93,907
shares of TESOP Stock were held in the Tandy Employees Stock
Ownership Plan (the "TESOP"). Each participant in the TESOP
is entitled to direct the TESOP trustee with respect to the
voting of the TESOP Stock allocated to his or her account.
If a participant does not direct the TESOP trustee with
respect to the voting of the TESOP Stock, the TESOP trustee
will vote such securities, and all unallocated TESOP Stock
held by the TESOP, in the same proportion as participants
have directed with respect to allocated shares.

As of the Annual Meeting Record Date, the total number
of Common Stock Votes represented by the voting securities of
the Company entitled to vote were 78,906,184. Specifically,
there were 63,812,277 shares of Company Common Stock
outstanding, representing 63,812,277 Common Stock Votes;
15,000,000 Depositary Shares outstanding, representing
15,000,000 Common Stock Votes; and 93,907 shares of TESOP
Stock outstanding, representing 2,044,177 Common Stock Votes.

The presence, either in person or by properly executed
proxy, of the holders of a majority of the Common Stock Votes
as of the Annual Meeting Record Date is necessary to
constitute a quorum at the Annual Meeting. The affirmative
vote of a plurality of the Common Stock Votes entitled to
vote and represented in person or by properly executed proxy
at the Annual Meeting is required to approve the election of
each of the Company's nominees for election as a director.
The affirmative vote of at least a majority of the Common
Stock Votes entitled to vote and represented in person or by
properly executed proxy at the Annual Meeting is required to
approve the Compensation Plan for the Chief Executive
Officer.

For purposes of determining whether a proposal has
received a majority vote, abstentions will be included in the
vote total, with the result that an abstention will have the
same effect as a negative vote. For purposes of determining
whether a proposal has received a majority vote, in instances
where brokers are prohibited from exercising discretionary
authority for beneficial holders of Company Common Stock who
have not returned a proxy (so-called "broker non-votes"),
those shares will not be included in the vote totals and,
therefore, will have no effect on the outcome of the vote.
With respect to the election of directors, shares that
abstain or for which the authority to vote is withheld will
not be included in the vote total. Shares held by holders
who are either present in person or represented by proxy who
abstain or for whom the authority to vote is withheld on
certain matters will, however, be treated as present for
quorum purposes on all matters.

All voting securities that are represented at the Annual
Meeting by properly executed proxies received by the
Corporate Secretary prior to or at the Annual Meeting and not
revoked will be voted at the Annual Meeting in accordance
with the instructions indicated in such proxies. If no
instructions are indicated, such proxies will be voted FOR
the election of the Board's nominees for election as
directors of the Company and FOR approval of the Compensation
Plan for the Chief Executive Officer.

Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time before it is
voted. Proxies may be revoked by (i) filing with the
Company, at or before the Annual Meeting, a written notice of
revocation bearing a later date than the proxy, (ii) duly
executing a subsequent proxy relating to the same voting
securities and delivering it to the Company at or before the
Annual Meeting or (iii) attending the Annual Meeting, filing
a written revocation of proxy and voting in person
(attendance at the Annual Meeting and voting will not in and
of itself constitute a revocation of a proxy). Any written
notice revoking a proxy or subsequent proxies should be
received by mail or hand delivered to Tandy Corporation,
Attention: Ms. Jana Freundlich, Assistant Secretary, 1700
One Tandy Center, Fort Worth, Texas 76102-2818.

The Company will bear the cost of the solicitation. In
addition to solicitation by mail, the Company will request
banks, brokers and other custodian nominees and fiduciaries
to supply proxy material to the beneficial owners of Company
Common Stock, Depositary Shares and TESOP Stock, and will
reimburse them for their expenses in so doing. Certain
directors, officers and other employees of the Company, not
specially employed for this purpose, may solicit proxies,
without additional remuneration therefor, by personal
interview, mail, telephone, facsimile or other electronic
means.

NO APPRAISAL RIGHTS

Stockholders of the Company will not be entitled to
appraisal rights under Delaware corporations law in
connection with the vote on the nominees for directors or the
Compensation Plan for the Chief Executive Officer.

NOMINEES FOR ELECTION OF COMPANY DIRECTORS

Twelve persons have been nominated for election as
directors of the Company at the Annual Meeting. All of these
nominees are now serving on the Board and all were previously
elected by the stockholders. It is the intention of the
persons named in the accompanying form of proxy to vote for
the nominees for election as directors of the Company listed
below unless authority to so vote is withheld. All nominees
have indicated their willingness to serve for the ensuing
term. If any nominee is unable or should decline to serve as
a director at the date of the Annual Meeting, it is the
intention of the persons named in the proxy to vote for such
other person or persons as they in their discretion shall
determine.

The nominees for directors of the Company are listed
below:
A Director
Name, Age, and Business Experience Continuously
During the Last Five Years Since
__________________________________ ____________

James I. Cash, Jr. (46) 1989
Professor, Harvard University Graduate School
of Business Administration.

Caroline R. Hunt (71) 1989
Public Relations, Rosewood Hotels, since
July 1987; Co-Owner, Director and President,
Lady Primrose's, Inc. (antiques and gift
retailer), since March 1988; Owner and
Director, Silverstar Aviation, Inc.,
October 1987 to December 1989.

Lewis F. Kornfeld, Jr. (77) 1975
Retired Vice Chairman, Tandy Corporation,
and Retired President, Radio Shack Division.

Jack L. Messman (54) 1993
President and Chief Executive Officer, Union
Pacific Resources Company (Independent oil and
gas producer), since 1991; Chairman and Chief
Executive Officer, U.S. Pollution Control, Inc.
(environmental services company) 1988 through 1991.

William G. Morton, Jr. (57) 1987
Chairman and Chief Executive Officer,
Boston Stock Exchange, Inc.

Thomas G. Plaskett (50) 1986
Business Consultant, since November 1991;
Chairman, Pan Am Corporation (a holding
company for aviation business), January 1988
to January 1992; Chief Executive Officer,
Pan Am Corporation, January 1988 to October 1991.

John V. Roach (55) 1980
Chairman, President and Chief Executive
Officer, Tandy Corporation.

William T. Smith (70) 1981
Consultant since January 1992;
Retired Chairman and Chief Executive
Officer of Wolverine Exploration Company
(oil exploration/drilling).

Alfred J. Stein (61) 1981
Chairman and Chief Executive Officer,
VLSI Technology, Inc. (manufacturer
of semiconductors).

William E. Tucker (61) 1985
Chancellor, Texas Christian University.

Jesse L. Upchurch (69) 1968
Chairman, Chief Executive Officer and
President, Upchurch Corporation (private
diversified investment and holding
company).

John A. Wilson (72) 1974
Retired Chairman, President and
Chief Executive Officer, Color Tile, Inc.
(home improvement company).

INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES

The Board held 11 meetings during 1993.

The Audit Committee members are Mrs. Hunt and Messrs.
Cash (Chairman), Kornfeld, Messman, Morton and Plaskett. The
functions of this Committee include: reviewing the engagement
of the independent accountants, the scope and timing of the
audit and certain non-audit services to be rendered by the
independent accountants; reviewing with the independent
accountants and management the Company's policies and
procedures with respect to internal auditing, accounting and
financial controls; and reviewing the report of the
independent accountants upon completion of its audit. This
Committee met five times during 1993.

The Executive Committee members are Messrs. Kornfeld,
Roach, Smith, Tucker, Upchurch (Chairman) and Wilson. This
Committee has the authority to exercise all of the powers of
the full Board with certain exceptions relating to major
corporate matters. This Committee is available to review
with members of management certain areas of the Company's
operations and to act in an emergency or on routine matters
when it is impractical to assemble the entire Board for a
meeting. This Committee met four times during 1993.

The Organization and Compensation Committee members are
Mrs. Hunt and Messrs. Messman, Plaskett (Chairman), Smith,
Stein and Wilson. The principal functions of this Committee
are to review and make recommendations to the Board
concerning compensation plans, appointments and promotions to
official positions, and corporate structure. This Committee
also makes grants of stock options to Executive Officers and
other employees. This Committee met six times during 1993.

The Nominating Committee members are Messrs. Cash,
Morton (Chairman), Stein, Tucker and Upchurch. This
Committee reviews and makes recommendations to the Board with
respect to candidates for directors of the Company,
compensation of Board members and assignment of directors to
committees of the Board. It also reviews and approves or
denies requests by corporate officers to serve on the boards
of outside companies. This Committee met four times during
1993. Stockholders who wish to nominate persons for election
as directors at the 1995 Annual Meeting, which is now
scheduled to be held on May 18, 1995, must give notice of
their intention to make a nomination in writing to the
Secretary of the Company on or before February 16, 1995.
Each notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and the name
and address of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder;
(d) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission as then in effect; and (e)
the consent of each nominee to serve as director of the
Corporation if so elected.

Mr. Norman E. Brinker served on the Audit Committee and
the Nominating Committee until his resignation from the Board
of Directors on March 23, 1993. All nominees for director
attended more than 75% of the meetings of the Board and
committees of which they were a member, except for Mr. Stein
whose travel schedule conflicted with two called Nominating
Committee meetings.

Certain of the Company's directors serve on the boards
of directors of other publicly held companies as follows: Mr.
Cash serves on the board of State Street Boston Corporation;
Mr. Messman serves on the boards of Novell, Inc. and
Cambridge Technology Partners, Inc.; Mr. Morton serves on the
boards of Morgan Stanley Emerging Markets Debt Fund, Inc and
Morgan Stanley Africa Investment Fund, Inc.; Mr. Plaskett
serves on the board of Babbage's, Inc.; Messrs. Roach and
Tucker serve on the board of Justin Industries, Inc.; Mr.
Stein serves on the boards of VLSI Technology, Inc. and
Applied Materials, Inc.; and Mr. Upchurch serves on the board
of The Bombay Company, Inc. On January 8, 1991 Pan Am
Corporation ("Pan Am") and its principal subsidiaries,
including Pan American World Airways, Inc., filed for
protection under the Federal bankruptcy laws. In connection
with a plan of reorganization, Mr. Plaskett resigned as Pan
Am's President and Chief Executive Officer effective October
1, 1991 and as Chairman of its Board of Directors in January
1992.

DIRECTORS COMPENSATION

Directors of the Company who are not full-time employees
of the Company or its subsidiaries are paid an annual
retainer of $24,000, payable quarterly. Each committee
chairman receives an additional $2,500 per year. Expenses of
attendance at meetings are paid by the Company. Non-employee
directors receive an additional $750 for each Board meeting
attended in person and $500 for each committee meeting
attended in person if held more than 24 hours before or after
a board meeting. When attendance is by telephone, these
meeting fees are reduced to $250.

Under the Tandy Corporation 1993 Incentive Stock Plan
(the "ISP"), which commenced in September 1993, each director
automatically is granted non-qualified stock options to
purchase 3,000 shares of Company Common Stock on the first
trading day in September of each year that he or she serves
as a director. The option exercise price is set at the fair
market value (as defined in the ISP) of a share of Company
Common Stock on the first trading day immediately preceding
the date of grant. The options vest in three equal
increments on the first, second and third anniversaries of
the date of grant.

DIRECTORS SPECIAL COMPENSATION PLAN. The Company has
established a compensation plan for non-employee directors
providing for the payment of benefits following retirement,
death or total disability while serving as a director (the
"Directors Plan"). To qualify for these benefits, the
director must have attained 60 years of age and served as a
non-employee director for 60 consecutive months immediately
preceding retirement, death or total disability. A retired
director agrees to perform consulting services to the Board,
its committees and the Company without additional
compensation during the period in which benefits are
received.

The Directors Plan provides that upon retirement or
total disability an eligible director is paid two-thirds of
the annual director's fee for the lesser of 10 years or the
number of years (or partial years) a participant has
continuously served as a non-employee director preceding his
retirement, death or disability. For retirement, death or
total disability occurring at ages 73, 74 and 75, the benefit
is reduced by 33-1/3%, 66-2/3% and 100%, respectively. For
retirement, death or total disability occurring after age 72,
but before age 73, or between ages 73 and 74 or 74 and 75,
the director will receive a proportionate amount of the
reduced payment that would be due on his or her next
birthday. Upon death, the director's beneficiary is paid the
aggregate amount remaining due in a lump sum.

Directors agree that during the time they are receiving
benefits, and for one year after the cessation of payment of
benefits, they shall not engage in any activity that is in
competition with the Company. A non-employee director who,
by reason of past employment with the Company, is receiving
benefits under the Salary Continuation Plan for Executive
Employees of Tandy Corporation and Subsidiaries or the
Officers Deferred Compensation Plan (see "Retirement
Compensation") does not receive any payments under the
Directors Plan until all benefits under such other plans have
been paid in full.

The Directors Plan may be terminated by the Company at
any time in its entirety or as to any director.
Notwithstanding any such termination, a participant qualified
to receive benefits as of the date of termination is entitled
to receive benefits earned as of the date of termination,
unless the participant ceased to be a director for reasons
involving fraudulent or dishonest conduct or an indictment
for a felony involving moral turpitude.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
OF COMPANY VOTING SECURITIES

The following table sets forth, as of the Annual Meeting
Record Date, certain information with respect to the
beneficial ownership of the Company's voting securities by
(i) each current director of the Company, (ii) each of the
five most highly compensated current executive officers of
the Company and one former executive officer for the year
ended December 31, 1993, (iii) the Company's current
directors and officers as a group and (iv) persons known to
the Company to own beneficially more than 5% of any class of
the Company's voting securities, except for the TESOP
Trustee, which holds 100% of the outstanding TESOP Stock for
the benefit of TESOP participants:

<TABLE>
<CAPTIONS>
Amount
Beneficially Percent
Title of Class Name and Title Owned of Class (6)
______________ ______________ _____________ ____________
<S> <C> <C> <C>
Common Stock James I. Cash, Jr., Director 1,500 .0024
Common Stock Caroline R. Hunt, Director 2,000 .0031
Common Stock Lewis F. Kornfeld, Jr., Director 13,000 .0204
Common Stock Jack L. Messman, Director 1,000 .0016
Common Stock William G. Morton, Jr., Director 2,000 .0031
Common Stock Thomas G. Plaskett, Director 2,000 .0031
Common Stock John V. Roach, Chairman, President, 375,388(1) .5883
Chief Executive Officer
Common Stock William T. Smith, Director 5,000 .0078
Depositary Shares William T. Smith, Director 4,000 .0267
Common Stock Alfred J. Stein, Director 1,000 .0016
Common Stock William E. Tucker, Director 7,000 .0110
Common Stock Jesse L. Upchurch, Director 1,603,095(2) 2.5122
Common Stock John A. Wilson, Director 150,000 .2351
Common Stock William C. Bousquette, Executive 48,889(1) .0766
Vice President and Chief
Financial Officer
Common Stock Bernard S. Appel, Former 120,920(1) .1895
Senior Vice President
Chairman, Radio Shack
Division
Common Stock Robert M. McClure, Senior Vice 136,697(1) .2142
President
Common Stock Herschel C. Winn, Senior Vice 126,797(1) .1987
President and Secretary
Common Stock Leonard H. Roberts 6,417 .0101
President, Radio Shack
Division
Common Stock Directors and Executive 2,590,450(2)(3) 4.0595
Officers as a group (21 people)
Common Stock Trimark Investment Management, Inc. 4,320,000(4) 6.7699(4)
Common Stock The Prudential Insurance Company
of America 3,298,463(5) 5.1690(5)
____________________________________________________
</TABLE>

(1) Individuals have sole voting and investment power over
the shares shown except as follows: (a) Mr. Roach disclaims
beneficial ownership of 4,200 shares of Company Common Stock
held in trust for the benefit of his children, 24.1202 shares
of TESOP Stock held by the TESOP trustee, 8,355 shares of
Company Common Stock held in the Tandy Employees Supplemental
Stock Program ("SUP") and 276,504 shares of Company Common
Stock subject to currently exercisable options; (b) Mr.
Bousquette disclaims beneficial ownership of 15.7315 shares
of TESOP Stock held by the TESOP trustee, 2,373 shares of
Company Common Stock held in the SUP and 34,871 shares of
Company Common Stock subject to currently exercisable
options; (c) Mr. Appel, who resigned as an officer effective
March 1, 1993, and retired as an employee effective June 30,
1993, disclaims beneficial ownership of 4,100 shares of
Company Common Stock held in a trust for the benefit of his
daughter of which he is the trustee and 71,975 shares of
Company Common Stock subject to currently exercisable
options; (d) Mr. McClure disclaims beneficial ownership of
21.3424 shares of TESOP Stock held by the TESOP trustee,
2,527 shares of Company Common Stock held in the SUP and
122,914 shares of Company Common Stock subject to currently
exercisable options; and (e) Mr. Winn disclaims beneficial
ownership of 18.3991 shares of TESOP Stock held by the TESOP
trustee, 2,075 shares of Company Common Stock held in the SUP
and 87,301 shares of Company Common Stock subject to
currently exercisable options. All shares held in the SUP
are held for the benefit of the participants and such shares
are voted by the SUP trustee pursuant to the New York Stock
Exchange ("NYSE") rules.

(2) All directors have sole voting and investment power over
the shares shown except that Mr. Upchurch disclaims
beneficial ownership of 862,043 shares of Company Common
Stock owned by his wife and a trust over which his wife has
shared voting and investment power as trustee, 12,000 shares
over which he has shared investment power as trustee and
16,000 shares over which he has shared voting and investment
power as a trustee; the numbers for Mr. Upchurch include
190,000 shares of Company Common Stock held by a corporation
over which Mr. Upchurch has shared investment power.

(3) Excludes an aggregate of 2,872,484 shares of Company
Common Stock (4.5015% of class) owned by various benefit
plans for employees of the Company of which certain employees
and non-executive officers of the Company have shared
investment and/or voting powers as members of the
Administrative Committees of the plans. Includes shares
beneficially owned by the 10 persons currently serving as
Executive Officers of the Company as of the Annual Meeting
Record Date: 596,467 shares of Company Common Stock subject
to currently exercisable options; 9,503 shares of Company
Common Stock held in the Tandy Corporation Stock Purchase
Program ("SPP"); 118.4598 shares of TESOP Stock; 18,814
shares of Common Stock held in the SUP which shares are voted
by the SUP trustee pursuant to NYSE rules; and 4,450 shares
of Company Common Stock owned by relatives or trusts over
which the officers disclaim beneficial ownership. The
aggregate share numbers contained in this footnote include
the numbers identified in Footnote (1) above, except as to
Mr. Appel.

(4) According to the Form 13G dated February 10, 1994,
Trimark Investment Management, Inc., an investment management
company located at Scotia Plaza, Suite 5200, 40 King Street
West, Toronto, Ontario, Canada M5H 3Z3, holds sole voting and
investment power over these shares of the Company's Common
Stock.

(5) According to the Form 13G dated January 31, 1994, The
Prudential Insurance Company of America, a mutual insurance
company organized under the laws of the State of New Jersey,
located at Prudential Plaza, Newark, New Jersey 07102-3777,
holds sole voting and investment power over these shares of
the Company's Common Stock.

(6) No director or executive officer beneficially owns
Common Stock, TESOP Stock or Depositary Shares in excess of
1% of all of such class of securities issued and outstanding,
except that Mr. Upchurch beneficially owns 2.5122% of the
Company's Common Stock. The Company is not aware of any
other person who beneficially owns in excess of 5% of the
total issued and outstanding shares of Depositary Shares.

SECTION 16(A) REPORTING

Under the securities laws of the United States, the
Company's directors, executive officers and any persons
holding 10% or more of Company Common Stock or PERCS are
required to report their ownership of the Company's
securities and any changes in that ownership to the
Securities and Exchange Commission and the NYSE. Specific
due dates for these reports have been established and the
Company is required to report in this Proxy Statement any
failure to file by these dates during the year ended December
31, 1993. All of these filing requirements were satisfied by
the Company's directors and executive officers.

EXECUTIVE COMPENSATION

The following table reflects the cash and non-cash
compensation for the Chief Executive Officer of the Company
and the four other most highly compensated executive officers
of the Company at December 31, 1993. For purposes of this
table only, 1992a represents the six month transition period
ended December 31, 1992. On January 10, 1993 the Company
changed its fiscal year end from June 30 to December 31,
effective December 31, 1992. The other years shown below are
the full fiscal years ended June 30, 1992 and 1991, and the
calendar year ended December 31, 1993.

Annual Compensation(1) Long Term Compensation
______________________ ______________________

(a) (b) (c) (d) (g) (i)
Name and Stock All Other
Principal Fiscal Salary Bonus Options Compensation
Position Year ($) ($) (#)(2) ($)(3)
_________ ______ ______ _____ _______ ____________
<S> <C> <C> <C> <C> <C>
John V. Roach
CEO, 1993 647,500 647,500 50,000 86,115
President 1992a 237,500 86,250 22,000 37,388
and 1992 475,000 381,498 45,000 102,644
Chairman 1991 475,000 247,855 60,000 81,425

William C. Bousquette 1993 468,750 225,000 21,000 42,693
Executive Vice 1992a 125,000 67,500 18,500 14,631
President and CFO 1992 250,000 270,000 27,500 31,156
1991 219,038 166,154 21,000 10,878

Bernard S. Appel
Sr. V.P. and 1993 145,000 189,197 0 558,366
Chairman 1992a 145,000 55,580 0 24,508
Radio Shack Div. 1992 290,000 255,864 21,000 65,368
1991 290,000 153,396 21,000 47,320

Robert M. McClure 1993 362,500 175,000 14,000 45,292
Senior Vice President 1992a 80,000 43,812 16,000 13,093
1992 160,000 198,871 21,000 44,201
1991 160,000 152,071 21,000 31,161

Herschel C. Winn 1993 262,500 262,500 16,000 36,360
Sr. V.P. and 1992a 87,500 43,750 13,000 15,212
Secretary 1992 175,000 134,600 21,000 35,892
1991 175,000 87,500 21,000 26,350

Leonard H. Roberts 1993 250,000 238,140 50,000 151,000
President, Radio 1992a 0 0 0 0
Shack Division 1992 0 0 0 0
1991 0 0 0 0
</TABLE>
(1) For the years shown, the named executive officers did not
receive any annual compensation not properly categorized as
salary or bonus, except for certain perquisites and other
personal benefits. The amounts for perquisites and other
personal benefits for the other named executive officers are
not shown because the aggregate amount of such compensation,
if any, for each of the named executive officers during the
fiscal year shown does not exceed the lesser of $50,000 or
10% of total salary and bonus reported for such officer.

(2) Includes all options granted during the year under the
Company's 1985 Stock Option Plan (the "1985 SOP") or under
the Company's 1993 Incentive Stock Plan (the "ISP"),
regardless of whether the options are incentive stock options
("ISO's") or non-statutory stock options ("NSO's"). No stock
appreciation rights were granted with these options and no
restricted stock awards have ever been granted under the ISP
or the 1985 SOP.

(3) Includes the Company's contributions allocated to the
accounts of the executive officers participating in the
following employee benefit plans: the SPP, TESOP and SUP. The
applicable amounts allocated in 1993 to the named executive
officers in the SPP, TESOP and SUP are $54,720, $11,231 and
$20,164 for Mr. Roach, $19,799, $9,736 and $13,158 for Mr.
Bousquette, $30,179, $11,231 and $4,456 for Mr. Appel,
$26,940, $8,384 and $9,968 for Mr. McClure, and $22,490,
$6,265 and $7,605 for Mr. Winn, respectively. Does not
include amounts payable in the event of a change in control.
See "Change in Control Protections." In the case of Mr.
Appel, the number also includes $125,000 paid under the
"Plans," as hereinafter defined, $337,500 for consulting fees
and a $50,000 payment in lieu of Company provided medical
coverage. Mr. Roberts' amount includes $70,000 in a moving
allowance and $81,000 reimbursement of a realty commission.

OPTION GRANTS IN THE LAST YEAR

During the year ended December 31, 1993, options were
granted to the following executive officers named in the
Executive Compensation table. The potential value of such
options at the specified rates of appreciation are shown in
the table below. The Company's 1985 SOP does not provide for
the grant of stock appreciation rights. The ISP provides for
the grant of restricted stock awards and stock appreciation
rights; however, no such rights or awards were granted in
1993.

<TABLE>

Potential Realizable
Value at Assumed Annual Rates (2)
_________________________________
(a) (b) (c) (d) (e) (f) (g)
% of Total Exercise
Name and Options Options Granted or Base
Type of Granted to Employees Price Expiration 5% 10%
Option (1) (#) during the year ($/Share) Date ($) ($)
______________ _______ _______________ _________ __________ ___ ___
<S> <C> <C> <C> <C> <C> <C>
John V. Roach 50,000 14.94 37.25 10/15/03 1,171,316 2,968,345
William C. Bousquette 21,000 6.27 37.25 10/15/03 491,952 1,246,705
Robert M. McClure 14,000 4.18 37.25 10/15/03 327,968 831,136
Herschel C. Winn 16,000 4.78 37.25 10/15/03 374,821 949,870
Leonard H. Roberts 32,500} 37.25 10/15/03 761,355 1,929,424
ISO (1985 Plan) 3,300} 14.94 30.00 07/01/03 62,250 157,780
NSO (1985 Plan) 14,200} 30.00 08/01/03 270,800 688,142

</TABLE>

(1) Except as otherwise indicated in the case of Mr.
Roberts, all options shown were granted under the ISP.
Generally no options can be exercised during the 12 month
period following the date of grant. ISO's become exercisable
as to one-third of the amount of shares subject to the
options on each of the next three anniversaries of the date
of grant with full vesting on the third anniversary date.
NSO's become exercisable as to one-fifth of the amount of
shares subject to the options on each of the next five
anniversaries of the date of grant with full vesting on the
fifth anniversary date. For persons who continue to serve as
employees of the Company, ISO's and NSO's expire 10 years
from the date of grant under the ISP and for the 1985 SOP,
ISO's expire 10 years from the date of grant and NSO's expire
10 years and one month from the date of grant. All options
were granted at market value on the date of grant. The
exercise price and any tax withholding may be paid by cash or
delivery of already owned shares and cash.

(2) The potential gains reported above are net of the option
exercise price, but before taxes associated with the
exercise. If these gains are achieved the value of the
Company's Common Stock would likewise be increased 5% or 10%,
respectively. These gains are calculated based on the stated
assumed rates of appreciation each year over the life of the
option. Actual gains, if any, on stock option exercises are
dependent on the future performance of the Company Common
Stock, overall market conditions, as well as the
optionholder's continued employment through the option
expiration date. The amounts reflected in the table may not
necessarily be achieved. If stockholders of record on the
date of grant held their shares for the same period of time
(representing the 10 year life of the option) they would have
seen an increase in the collective value of their common
shares, calculated at the assumed 5% annual appreciation rate
and over the same period, in excess of $1,494,887,130.

OPTION EXERCISES IN THE LAST YEAR AND YEAR-END OPTION
VALUES

The following table summarizes individual option
exercises during the year ended December 31, 1993 by each of
the named executive officers, and the year-end value of the
unexercised options. These options were periodically granted
between 1985 and 1993.

(a) (b) (c) (d) (e)
Number of Value of
Unexercised Unexercised
Shares Options at In-The-Money
Acquired on Year End Options at Year End
Exercise Value Realized (#) ($)(1)
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
_____________ __________ ______________ ___________ _____________ ___________ _____________
<S> <C> <C> <C> <C> <C> <C>

John V. Roach 0 0 276,504 121,111 3,674,097(2) 2,011,985(2)
William C. Bousquette 0 0 34,871 53,129 742,686 912,532
Bernard S. Appel 45,407 201,858 71,975 0 942,718(2) 0(2)
Robert M. McClure 0 0 122,914 43,111 1,669,328(2) 732,110(2)
Herschel C. Winn 0 0 87,301 41,511 1,280,641(2) 700,885(2)
Leonard H. Roberts 0 0 0 50,000 0 739,375

</TABLE>
(1) For purposes of calculating whether an option was "In-
The-Money," this chart uses the December 31, 1993 closing
share price for the Company Common Stock of $49.50.

(2) The value of these options has been computed without
regard to the sequential exercise requirements of options.

RETIREMENT COMPENSATION

THE PLANS. Under the Salary Continuation Plan for
Executive Employees of Tandy Corporation and Subsidiaries
("SCP") established in 1979 and the Officers Deferred
Compensation Plan ("DCP") established in 1986 (hereinafter
collectively the "Plans"), the Insurance Committee of the
Board may select full-time executive employees for
participation therein. A total of 38 executive employees of
the Company are now participants in one or both of the Plans.
The Plans generally provide for the payment of reduced
benefits following a participant's early retirement between
the ages of 55 and 65, full benefits between the ages of 65
and 70, reduced benefits between the ages of 70 and 75, or
for payment of a death benefit to the participant's
designated beneficiary in the event of death prior to age 75
during employment. One of the named Executive Officers is
provided benefits under a new plan, called the Special
Compensation Plan No. 2 for Tandy Corporation Executive
Officers ("SPC2"), which was established in December 1993 and
is similar to the DCP, except that the SPC2 provides for
vesting at the 75% level at age 60 and early retirement
commencing at age 60 instead of age 55 as provided in the
DCP. All sums due under the Plans and the SPC2 are payable
in 120 equal monthly installments to the participant or, in
the event of death, to his beneficiary. The payments are
general obligations of the Company that are funded in part by
life insurance policies owned by the Company which name the
Company as beneficiary.

Under the Plans, the Insurance Committee determines an
amount designated herein as the "Retirement Compensation
Amount" for each participant. The amount established by the
Insurance Committee does not necessarily bear any
relationship to the participant's present compensation, final
compensation or years of service. The benefit paid to
participants upon retirement or death during employment is a
function of the Retirement Compensation Amount and the age of
the participant at death or retirement, as set out in the
following table:

<TABLE>
<CAPTIONS>
Retirement Compensation Annual Benefit
Amount Age at Date of Retirement or Death
_______________________ _________________________________________
55(1) 65 to 70 71(2) 75(2)
_________ _________ _________ _______
<S> <C> <C> <C> <C>
$200,000 $100,000 $200,000 $160,000 $ 0
212,500 106,250 212,500 170,000 0
250,000 125,000 250,000 200,000 0
300,000 150,000 300,000 240,000 0
487,500 243,750 487,500 390,000 0

</TABLE>
(1) Proportionately increases from 50% to 100% between age
55 and age 65 in the SCP and DCP and from 75% to 100%
between the ages of 60 and 65 in the SPC2.
(2) Proportionately decreases from 100% to 0% between age
70 and age 75.

The Retirement Compensation Amount at death during
employment or retirement at age 65 for the executive officers
listed in the Executive Compensation table at December 31,
1993 was as follows:

<TABLE>
<CAPTIONS>
SCP DCP SPC2 Total
_________ __________ __________ _________
<S> <C> <C> <C> <C>
John V. Roach $300,000 $187,500 0 $487,500
William C. Bousquette 0 200,000 87,500 287,500
Bernard S. Appel 200,000 100,000 0 300,000
Robert M. McClure 75,000 137,500 0 212,500
Herschel C. Winn 125,000 75,000 0 200,000
Leonard H. Roberts 0 250,000 0 250,000

</TABLE>

Certain adjustments to the Retirement Compensation
Amount due Mr. Appel were made in connection with his
retirement from the Company on June 30, 1993. These
adjustments are described in more detail below.

SPECIAL PROVISIONS OF THE SCP. The SCP provides for
payments to be made to certain executive employees in the
event of their voluntary or involuntary termination of
employment following a Change of Control, as defined in a
1984 letter of amendment to the SCP. In the event that the
Company experiences a Change of Control, each executive
employee who is subject to such letter amendment becomes
immediately vested at the age 65 benefit level for a period
of three years and if his or her employment with the Company
ceases, whether voluntarily or involuntarily, during this
three year period, he or she will receive payments equal to
the annual retirement benefit at age 65. Payment is made in
120 equal monthly installments to the participant or to his
or her beneficiary.

SPECIAL PROVISIONS OF THE DCP AND SPC2. The SPC2
provides that retirement benefits are 75% vested at age 60.
The SPC2 currently has one participant. Except as otherwise
noted hereinabove the SPC2 has the same provisions as the
DCP. The DCP and SPC2 provide that for one year following
the occurrence of a Change in Control, as defined in the DCP
and SPC2, they shall not be terminated or amended in any way,
nor shall the manner in which the DCP or SPC2 is administered
be changed in any way which adversely affects the rights of
participants or beneficiaries in the DCP or SPC2. Upon a
Change in Control the provisions of the DCP and SPC2 which
provide that any benefit due under the DCP or SPC2 shall be
(1) offset by any outstanding loan of the participant, and
(2) forfeited if the participant engages in any activity that
is in competition with the Company, shall lapse and become
null and void. Additionally, in the event of a Change in
Control each participant in the DCP or SPC2 becomes
immediately vested at the age 65 benefit level and if the
participant's employment is terminated for any reason
following a Change in Control, the Company must make a lump-
sum payment equal to the present value of the age 65 benefit
level discounted for interest only at the Pension Benefit
Guaranty Company's Immediate Annuity Rate used to value
benefits for single-employer plans terminating on the date
that the participant's employment was terminated.

RETIREMENT ARRANGEMENTS WITH MR. APPEL. Mr. Appel
resigned as an executive officer of the Company on March 1,
1993, and retired as an employee on June 30, 1993. In
connection with his retirement, the Company paid Mr. Appel
salary in the amount of $145,000 attributable to the period
January 1, 1993 through June 30, 1993, and a bonus of
$189,197. In addition, the Company has agreed to pay Mr.
Appel $200,000 in each of the years ending June 30, 1994,
1995, and 1996 and $100,000 in the six-month period ending
December 31, 1996, in return for his agreement to provide
consulting services. The Company has accelerated Mr. Appel's
payment schedule by making a $275,000 payment at the time of
his retirement, and will pay him $125,000 in the year ended
June 30, 1994, $100,000 in the years ending June 30, 1995 and
1996, and $100,000 in the six-month period ended December 31,
1996, for such consulting services. The Company paid $50,000
to Mr. Appel in 1993 instead of continuing to include him and
his family in the Company's group hospitalization insurance
plan after his retirement.

The Company has also agreed to accelerate the Retirement
Compensation Amount due to Mr. Appel under the Plans to the
amount that would have been due if he had retired at age 65
rather than age 61. By virtue of the adjustment, Mr. Appel
will be entitled to receive $300,000 annually for 10 years
and was paid $125,000 under the Plans in 1993.

As is permitted under the 1985 SOP, the Company decided
to accelerate the exercisability of 33,648 options to acquire
Company Common Stock held by Mr. Appel that were not
exercisable at the time of his retirement. Mr. Appel
exercised 45,407 ISO's before October 1, 1993, and may now
exercise up to 71,975 NSO's at any time before July 1, 1994.

CHANGE IN CONTROL PROTECTIONS

In addition to the change in control protections
contained in the DCP, SCP and SPC2, as described above in
"Retirement Compensation," the Company has implemented the
following additional change in control protections.

BONUS GUARANTEE LETTER AGREEMENTS. The Company
currently has letter agreements (the "Bonus Guarantee Letter
Agreements") with five of the executive officers named in the
Executive Compensation table, which provide that, if they are
employed by the Company on the date of a "Change in Control"
(as defined in the Bonus Guarantee Letter Agreements), then
for the fiscal year during which a Change in Control occurs
(the "Change in Control Year") they will receive an annual
bonus following a Change in Control at least equal to the
highest annual bonus paid or payable to them in respect of
any of the three full fiscal years ended prior to a Change in
Control (i) for the Change in Control Year, provided the
executive officer remains in the employ of the Company on the
last day of the Change in Control Year, and (ii) for the
fiscal year ended prior to a Change in Control if the amount
of their annual bonus for such year has not yet been
determined at the time of the Change in Control. The Bonus
Guarantee Letter Agreements have an initial term of 24
months, subject to automatic successive one-year extensions
unless written notice not to extend is given by the Company
within 90 days prior to any extension. The Company has
issued similar bonus guarantee letters to approximately 360
other officers and employees of the Company providing that in
the event of a Change in Control, each such employee would
receive a minimum annual bonus following a Change in Control
as provided for in such bonus guarantee letters. Assuming a
Change in Control occurred on the date of this Proxy
Statement, it is estimated that the minimum bonuses payable
under the Bonus Guarantee Letter Agreements would be $647,500
for Mr. Roach, $270,000 for Mr. Bousquette, $198,871 for Mr.
McClure, $262,500 for Mr. Winn and $238,140 for Mr. Roberts.
Mr. Appel's agreement terminated with his retirement on June
30, 1993.

BENEFIT PROTECTIONS. The Board has included change in
control protections in the TESOP, Tandy Employees Deferred
Salary and Investment Plan ("DIP"), SUP, Tandy Corporation
Stock Purchase Program ("SPP"), DCP, SPC2, Post Retirement
Death Benefit Plan ("DBP"), SOP, ISP and several other plans.
The DCP, SPC2 and SCP change in control provisions are
described above. The DIP and TESOP provisions state that
for a period of one year following a "Change in Control," as
defined in such plans, the plans may not be terminated or
amended in any way that would adversely effect the
computation or amount of, or entitlement to the benefits
under the plans. The SUP and SPP contain similar
protections, and also provide that in the event of a "Change
in Control," as defined in such plans, the Company may not
reduce the level of its contributions to the SUP and SPP in
effect immediately prior to the Change in Control. The SPP
additionally provides that in the event of a Change in
Control or a tender offer, other than an issuer tender offer,
the Company shall distribute to each participant in the SPP
all Company Common Stock held by the Company which was
credited to the participant's account under the SPP. The
change in control provisions of the SOP and ISP provide that
all outstanding options become immediately vested and
exercisable in the event of a "Change in Control", as defined
in such plans. All of the foregoing are referred to herein
as the "Benefit Protections."

TERMINATION PROTECTION AGREEMENTS. The Company has
entered into Termination Protection Agreements ("Agreements")
with all of the executive officers named in the Executive
Compensation table and six other employees (collectively, the
"Executives"). The Agreements (all of which are
substantially similar) have an initial term of two years
which is automatically extended for successive one-year
periods unless terminated by either party. If the employment
of any of the Executives is terminated (with certain
exceptions) within 24 months following a "Change in Control,"
as defined in the Agreements, or in certain other instances
in connection with a Change in Control, the Executives will
be entitled to receive certain cash payments (amounts equal
to two times current annual salary and the amount of the
bonus guarantee under the Bonus Guarantee Letter Agreement
and an amount equal to the contributions that the Company
would have made to the SPP, TESOP and SUP over a 24 month
period assuming the foregoing salary and bonus guarantee were
used to calculate the Company's contributions), as well as
the continuation of fringe benefits (including life
insurance, disability, medical, dental and hospitalization
benefits) for a period of up to 24 months. Additionally, all
restrictions on any outstanding incentive awards will lapse
and such awards will become fully vested, all outstanding
stock options will become fully vested and immediately
exercisable, and the Company will be required to purchase for
cash, on demand, any shares of unrestricted stock and shares
purchased upon exercise of options at the then per-share fair
market value.

The Agreements also provide that the Company shall make
an additional "Gross-Up Payment" (as defined in the
Agreements) to the Executives to offset fully the effect of
any excise tax imposed under Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), on any payment
made to any of the Executives arising out of or in connection
with the employment of any of the Executives. In addition,
the Company will pay all legal fees and related expenses
incurred by any of the Executives arising out of employment
of any of the Executives or termination of employment under
certain circumstances.

PAYMENTS UPON A CHANGE IN CONTROL. Assuming a Change in
Control occurred on the date of this Proxy Statement, that
all of the named executive officers were still employed on
that date and that the named executive officer's employment
had terminated on that date, the approximate cash payment
that would have been made by virtue of all change in control
protections implemented by the Company (not including the
Gross-Up Payments) to Messrs. Roach, Bousquette, Appel,
McClure, Winn and Roberts would have been $2,900,800,
$1,654,800, $0, $1,257,471, $1,176,000 and $1,093,434,
respectively. The amount of the Gross-Up Payment, if any, to
be paid may be substantial and will depend upon numerous
factors, including the price per share of Company Common
Stock and the extent, if any, that payments or benefits made
to the Executives constitute "excess parachute payments"
within the meaning of Section 280G of the Code.

RABBI TRUST. In connection with the Benefit
Protections, Bonus Guarantee Letter Agreements, Termination
Protection Agreements, and several other plans and
agreements, the Company is authorized to enter into a Rabbi
Trust, which is intended to be a grantor trust under Section
671 of the Code. The Rabbi Trust may be funded by the
Company at any time but is required to be funded upon a
"Threatened Change in Control" or upon a "Change in Control"
(as such terms are defined in the Rabbi Trust) in an amount
sufficient to provide for the payment of all benefits
provided under the Agreements, the Bonus Guarantee Letter
Agreements, the DCP and the DBP. The Rabbi Trust will also
provide funds for litigation on behalf of the participants in
such plans to the extent necessary to ensure their rights
thereunder. The Rabbi Trust will be a trust of which the
Company, for tax purposes, is the beneficiary and the trust
assets, as assets of the Company, will be subject to the
claims of the Company's creditors in the event of the
Company's bankruptcy or insolvency.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Organization and Compensation
Committee (hereafter "Committee") are Thomas G. Plaskett
(Chairman), William T. Smith, Caroline R. Hunt, Alfred J.
Stein, Jack L. Messman and John A. Wilson. No member of the
Committee was an officer or employee of the Company or its
subsidiaries during the year ended December 31, 1993 and none
was formerly an officer of the Company or any of its
subsidiaries, except that Mr. Wilson was President of the
Company from 1974 to 1975 and he was a Vice President of the
Company from 1969 until 1974. Mr. Wilson resigned in 1975
upon the completion of the spin-off by the Company of
Tandycrafts, Inc. In addition, no executive officer of the
Company serves on the board of directors or the compensation
committee of another entity where a Committee member is
employed. During the year ended December 31, 1993 the
Company's manufacturing operations purchased semiconductors
in the amount of $3,416,234 from VLSI Technology, Inc., of
which Mr. Stein is Chairman of the Board and Chief Executive
Officer. The Company also purchased software in the amount
of approximately $1,024,000 during 1993 from Novell, Inc., of
which Mr. Messman is a director.

During the year ended December 31, 1993, the Company or
a subsidiary had four leases for retail store premises with
several limited partnerships of which the general partner is
partially or wholly owned by a son-in-law of Mrs. Hunt.
Approximately $584,510 in rentals were paid to the limited
partnerships during the year ended December 31, 1993. The
Company has a lease with a limited partnership of which
Rosewood Management Corporation is the sole general partner.
The Company also has a lease with Rosewood Real Estate
Investments, Inc. for retail store premises. Rosewood
Management Corporation and Rosewood Real Estate Investments,
Inc. (collectively "Rosewood") are indirectly owned by the
Caroline Hunt Trust Estate, of which Mrs. Hunt is the income
beneficiary. Approximately $377,760 was paid to Rosewood
during the year ended December 31, 1993. All of the
foregoing leases have percentage rental clauses for the
amount by which two percent of gross sales exceeds the annual
rental. Mrs. Hunt's son-in-law is currently negotiating to
lease store premises to the Company at one new location.

ORGANIZATION AND COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Organization and Compensation Committee (the
"Committee") is appointed by the Board of Directors and is
composed entirely of outside directors. The Committee is
responsible for reviewing and recommending compensation
policies and programs to the Company's Board of Directors, as
well as recommending compensation awards for the Company's
senior executives, including the Chief Executive Officer. It
makes decisions regarding the Company's stock option policy
and grants awards under the Company's Incentive Stock Plan.
The following report outlines the Committee's recent action,
its philosophy and policies relative to executive
compensation, and the bases for specific compensation awards
to the Chief Executive Officer in 1993.

RECENT CHANGE IN COMPENSATION POLICIES. For 1992 and
many prior years, the Company had a compensation program with
relatively low base salaries, a bonus base for most officers
set at approximately 100% of base salary, and a maximum and
minimum bonus set at 150% and 50% of the bonus base,
respectively. The amount of each officer's bonus was
generally based on the absolute increase or decrease in
operating profits for the officer's business unit and/or the
Company. The bonus base amount would be paid if operating
profits were equal to those in the prior year. In addition,
stock options were awarded to officers each year.

In August 1992, recognizing that this program had been
in effect for many years and that industry conditions and pay
practices had evolved, the Committee undertook a thorough
review of its compensation policies and practices. It
engaged a nationally recognized compensation and benefits
consulting firm to review pay practices at several retailing
and electronics companies that sell some products similar to
those sold by the Company, as well as pay practices at other
companies. The consulting firm presented its initial
findings to the Committee in December 1992. The study found
that base salaries and total pay for most Company officers
and key employees were below competitive levels and
recommended that base salaries be increased and new bonus
formulae be adopted. The Committee substantially implemented
these recommendations in January 1993. It increased the base
salary of many officers to include the minimum bonus payable
under the old compensation program, and developed new bonus
formulae that were more closely tied to performance goals and
objectives.

The Committee asked the consulting firm to conduct
another review of pay practices at similar retailing and
electronics companies, as well as other companies, in the
summer of 1993. The results of this review were presented to
the Committee in December 1993. The new study indicated that
in some cases, base salaries and total pay for the Company's
officers and employees remained lower than those for persons
with equivalent positions at peer companies. As a result, in
December 1993, the Organization and Compensation Committee
made additional adjustments to the base salary and bonus
formulae of certain officers and employees effective in
January 1994.

When the Committee reviewed compensation practices at
similar companies to determine what would constitute
competitive levels of compensation for officers and key
employees, it took into account the relative size of the
other companies as well as the nature of their businesses and
their recent operating results. In general, subject to some
exceptions, base salaries were adjusted to levels at or below
the median for persons in similar positions at the companies
surveyed. The list of retailing and electronics companies
was developed by the consulting firm and the Committee on the
basis of their subjective determination of other public
companies that are similar to the Company. Some but not all
of these companies are included in the S&P Retail Composite
Index that is charted in the Performance Graph included in
this Proxy Statement.

COMPENSATION PHILOSOPHY AND OVERALL OBJECTIVES. The
Committee believes that the overall objective of the
executive compensation program should be to encourage and
reward enhancement of stockholder value, which is best
accomplished by linking the financial interests of the
Company's key executives closely to the financial interests
of the Company's stockholders. Further, the Committee
believes that the Company's overall executive compensation
program should be a balanced plan that will: (1) motivate
executives toward effective long-term management of the
Company through prudent use of stock programs that focus
management attention on increasing stockholder value; (2)
reward effective ongoing management of Company operations
through annual performance incentives tied to increased
levels of Company and business unit performance; and (3)
attract and retain key executives through competitive salary
and incentive levels.

The Company's executive compensation program includes
competitive base salaries and annual bonuses tied to
appropriate performance goals and objectives. The
Committee's policy is that base salaries for officers
generally should be within the competitive range for similar
positions at other companies in retailing and electronics
industries. As indicated above, the base salaries of certain
officers and key employees were increased effective in
January 1993 to include the minimum bonus. Certain base
salaries were increased again effective in January 1994. The
amount of the increases in January 1994 was based on the
review of pay practices of similar companies, as well as the
executive's past performance and an assessment of his/her
ability to contribute to the Company's progress. The
Committee expects that increases in future years will be
based on the same factors.

In general, the Company's 1993 bonuses for executive
officers were based on objective criteria. The 1993 bonus
awards for the Chief Executive Officer and one of the other
named executive officers who remained with the Company at the
end of the year were based on formulae that relied on three
objective performance measures: the increase in the Company's
operating income (before income taxes) over the previous
year, the increase in the Company's earnings per share over
the previous year, and the increase in the Company's share
price over the previous year, both in absolute terms and in
relation to a peer group of other companies. Under the
formulae, improvements in operating income receive more
weight than the other two factors. The peer group of other
companies was selected by the Committee from the retail
companies whose common stock performance is charted in the
performance graph included in this Proxy Statement. See
"Performance Graph". Two of the other named executive
officers who remained with the Company at the end of the year
were paid bonuses based on a formula that took into account
pre-tax results of operations for which they were
responsible, the proceeds derived by the Company from the
divestiture of its manufacturing operations, and the
percentage increase in operating income (before income taxes)
from the prior year. The other named executive officer who
remained with the Company at the end of the year was paid a
bonus based on the percentage increase in income, sales and
gross profits of the operating division for which he was
responsible.

In the case of the named executive officers who
continued to serve as officers at the end of 1993, the bonus
was subject to a cap equal to the annual salary. Under the
new program, unlike the pre-1993 plan, no guaranteed bonuses
were paid to named executive officers who remained with the
Company, except that a minimum bonus was guaranteed to Mr.
Roberts in connection with the commencement of his
employment. In the case of all of the named executive
officers who remained with the Company at the end of the
year, except Mr. Roberts, the objective measures were
required to exceed specified thresholds before any bonus was
payable.

The Committee believes that stock options are very
important in motivating and rewarding creation of long-term
stockholder value. It therefore awards stock options
periodically based on the continuing progress of the Company
and improvement in individual performance. The Committee,
the full Board and the Company's stockholders approved and
adopted the 1993 Incentive Stock Plan in October 1993. Under
this plan, the Company may grant options to eligible
participants in amounts to be determined by the Committee,
subject to the restrictions set forth in the plan. To date,
the Committee has granted to employees an aggregate of
316,950 stock options under the 1993 Incentive Stock Plan.
All of the named executive officers who were still employed
in December 1993 were granted options under the 1993
Incentive Stock Plan. Mr. Roberts also received options
under the Company's 1985 Stock Option Plan in connection with
the commencement of his employment. All stock options
granted to employees under the 1993 Incentive Stock Plan have
exercise prices equal to the fair market value (as defined in
the ISP) of the Company's Common Stock on the date of the
grant, and generally vest in equal increments over a three-
or five-year period (except for acceleration upon the
occurrence of certain extraordinary events). The amount of
options granted to particular officers has been determined by
the Committee based on its subjective evaluation of the
individual's performance and the Company's progress,
following consultation with the Chairman and Chief Executive
Officer. It is expected that the Committee will continue to
make such determinations in the future.

The 1993 Incentive Stock Plan also permits the Company
to grant other stock-based awards, such as restricted stock
and stock appreciation rights, in amounts determined by the
Committee, subject to the restrictions under the plan. To
date, the Committee has not granted any such awards, although
it may do so in the future.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. For the
year ending December 31, 1993, the compensation of the Chief
Executive Officer was determined under the compensation plan
adopted at the beginning of 1993. Mr. Roach was paid a base
salary for the year of $647,500. Mr. Roach also earned a
bonus of $647,500 which was the maximum bonus payable under
his pay plan for 1993. He received the maximum because of
the substantial increases in each of the three factors taken
into account in the formula for computing his bonus - the
Company's operating income (before income taxes), earnings
per share and stock price. The Committee awarded a total of
50,000 stock options to Mr. Roach in December 1993,
exercising its discretion in accordance with the philosophy
for the grant of options as discussed above in this report.
The exercise price of the options was set at the fair market
value (as defined in the ISP) of the Company's Common Stock
on the date of the grant. Thus, the options will have value
only if the market price increases above that price. The
options will vest in equal increments over a period of three
years for ISO's and five years for NSO's.

The Committee has developed and approved a 1994
Compensation Plan for Mr. Roach. The sum of Mr. Roach's base
salary and maximum bonus that could possibly be paid under
this plan is $1.4 million. In addition, Mr. Roach will
receive other benefits. Because recently adopted Section
162(m) of the Internal Revenue Code prohibits the
deductibility of pay in excess of $1 million unless the pay
plan is approved by the stockholders and satisfies certain
other requirements, the Company is seeking stockholder
approval of the 1994 Compensation Plan for Mr. Roach. See
"Approval of Compensation Plan for Chief Executive Officer."

The Committee has also developed a 1994 Compensation
Plan for Leonard H. Roberts, President of Radio Shack. The
sum of Mr. Roberts' base salary and maximum bonus that could
possibly be paid under his plan is $1 million. In addition,
Mr. Roberts will receive other benefits. Thus, there is a
possibility that Mr. Roberts' compensation will exceed the
cap imposed by Section 162(m). His compensation will exceed
the cap, however, only if he is paid the maximum bonus (or an
amount close to the maximum), and only by a small amount.
Thus, the Company is not seeking stockholder approval of Mr.
Roberts' pay plan. In general, the Company will take any
steps that it determines are desirable to minimize the impact
of Section 162(m).

Organization and Compensation Committee

Thomas G. Plaskett, Chairman William T. Smith
Caroline R. Hunt Alfred J. Stein
Jack L. Messman John A. Wilson

PERFORMANCE GRAPH

The graph on the next page compares the cumulative total
stockholder return on the Company Common Stock against the
cumulative total return on the S&P Corporate-500 Stock Index,
the S&P Retail Composite Stock Index and the S&P Computer
Systems Stock Index (assuming $100 was invested on December
31, 1988 in Company Common Stock and in the stocks comprising
the S&P Corporate-500 Stock Index, the S&P Retail Composite
Stock Index, the S&P Computer Systems Stock Index, and also
assuming the reinvestment of all dividends). The S&P Retail
Composite Stock Index includes the Company. The S&P Computer
Systems Stock Index does not include the Company.

The historical stock price performance of the Company
Common Stock shown on the graph on the next page is not
necessarily indicative of future price performance.

The graph shall not be deemed incorporated by reference
by any general statement incorporating by reference this
proxy statement into any filing under the Securities Act of
1933 or the Securities Exchange Act of 1934, except in the
event that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed
filed under such acts.
<PAGE>
[Graph filed on Form SE for Edgar version, blank page for
proxy printed version for graph to be included]
<PAGE>

CERTAIN TRANSACTIONS WITH MANAGEMENT AND OTHERS

During the year ended December 31, 1993 the Company's
manufacturing operations purchased semiconductors in the
amount of $3,416,234 from VLSI Technology, Inc., of which Mr.
Stein is Chairman of the Board and Chief Executive Officer.
On June 17, 1993 the Company purchased 20,000 shares of
Common Stock from Mr. Upchurch's wife at the closing price,
$30.125, for a total cost of $602,500. During the year ended
December 31, 1993, the Company paid approximately $371,000 to
Texas Christian University ("TCU"), of which Dr. Tucker is
the Chancellor, for administering the Tandy Technology
Scholars Program, and for various seminars, advertisements,
tickets, contributions through the Company's matching gifts
program and donations. Dr. Cash is on the Board of Trustees
and Mr. Roach is Chairman of the Board of Trustees of TCU.
During the year ended December 31, 1993 the Company purchased
software in the amount of approximately $1,024,000 from
Novell, Inc., of which Mr. Messman is a director. During the
year ended December 31, 1993 the Company purchased
landscaping services from J.B. Blaylock Landscaping, a
company owned by the husband of the Company's Vice President
Corporate Relations, Lou Ann Blaylock, in the amount of
approximately $107,000. During 1993 the Company purchased
furniture from O'Sullivan Industries, Inc., which is a
subsidiary of O'Sullivan Industries Holdings, Inc. in the
amount of approximately $7,554,000. Mr. Bousquette, the
Company's Executive Vice President and Chief Financial
Officer, is a Director of O'Sullivan Industries Holdings,
Inc..

It is the opinion of management that the terms obtained
by the Company in each of the above transactions are as
favorable as those which might have been obtained by other
parties.

APPROVAL OF COMPENSATION PLAN FOR THE CHIEF EXECUTIVE
OFFICER

Section 162(m) of the Internal Revenue Code (the
"Code"), which was adopted as part of the Omnibus Budget
Reconciliation Act of 1993, and the proposed regulations
thereunder (the "Proposed Regulations"), provide that for all
years commencing on or after January 1, 1994, a publicly held
corporation may not deduct compensation in excess of $1
million (the "Cap") paid to the chief executive officer and
certain other designated officers (generally, the four other
most highly compensated executive officers), unless such
compensation is paid pursuant to qualified performance-based
compensation plans approved by the company's stockholders
before payment.

The compensation of John V. Roach, Chairman of the
Board, President and Chief Executive Officer ("Chief
Executive Officer"), could possibly exceed the Cap for 1994
and subsequent years. The Board of Directors is therefore
seeking stockholder approval of his compensation package for
1994 and subsequent years.

The Organization and Compensation Committee of the Board
of Directors has approved a Compensation Plan for the Chief
Executive Officer under which he could be paid an annual
salary and a bonus subject to a maximum. The maximum bonus
for any given year that could be earned is limited to the
amount of salary for such year.

For the year 1994, his annual salary is $700,000 and, if
the goals are achieved, the maximum bonus that could be
earned is $700,000. Effective with the beginning of each
subsequent year, the Committee could adjust the annual salary
of the Chief Executive Officer, but under this Compensation
Plan no increase would be in excess of 5% of the prior year's
annual salary. Downward adjustments are not limited. Upward
adjustments by the Committee would be based on its subjective
evaluation of the Company's progress, the performance of the
Chief Executive Officer and the pay levels of chief executive
officers of other similar companies.

The amount of the bonus for each year would be computed
using a formula based on changes in Tandy's operating income
(before income taxes), earnings per share and stock price.
Specifically, his maximum bonus in 1994 would be $700,000.
The amount of the 1994 bonus would be the sum of the
following numbers:

(a) a number equal to the percentage increase in the
Company's income from operations (before income
taxes) in 1994 over income from operations (before
income taxes) in 1993, multiplied by a factor
selected by the Committee, subject to the limitation
that no bonus will be paid with respect to an
increase in operating income unless the increase
exceeds a minimum threshold selected by the
Organization and Compensation Committee;

(b) a number equal to the percentage increase in the
Company's earnings per share in 1994 over earnings
per share in 1993, multiplied by a factor selected by
the Committee, subject to the limitation that no
bonus will be paid with respect to an increase in
earnings per share unless the increase exceeds a
minimum threshold selected by the Organization and
Compensation Committee; and

(c) (i) a number equal to the percentage increase in the
Company's stock price, based on a comparison of the
average daily closing price for December 1994 and
December 1993, multiplied by a factor selected by the
Committee, subject to the limitation that no bonus
will be paid with respect to a Company stock price
increase unless the increase exceeds a minimum
threshold selected by the Organization and
Compensation Committee; (ii) provided, however, that
if a bonus is payable under the foregoing clause, and
the Company stock price increases by a percentage
equal to or greater than the average percentage stock
price increase for a group of peer companies selected
by the Organization and Compensation Committee, then
the amount payable pursuant to clause (i) will be
doubled; and (iii) provided, further, that if a bonus
is payable under the foregoing clause (i), the
condition set forth in clause (ii) is also satisfied,
and the Company stock price increases by a percentage
equal to or greater than the percentage stock price
increases for 75% of such group of peer companies
(i.e., the Company is in the top 25 percent, when its
percentage stock price increase is compared with the
percentage stock price increases for the peer
companies) then the amount payable pursuant to clause
(i) shall be tripled.

The bonus in subsequent years would be computed in
accordance with the same formula, except that the
Organization and Compensation Committee would have the
discretion to adjust the multipliers and minimum thresholds
based on the Company's progress, the performance of the Chief
Executive Officer and pay levels at the group of similar peer
companies.

As indicated above, the bonus for a given year would
never be permitted to exceed the base salary for that year.
In addition, no bonus would be payable unless it exceeded a
minimum percentage of the base salary specified by the
Organization and Compensation Committee. This percentage
would be 12% in 1994.

If the Chief Executive Officer is terminated by the
Company, he will forfeit his right to receive a bonus except
in the sole discretion of the Company. If he retires or dies
before the end of a year, he will receive a bonus for the
year in which he retires or dies based on results for the
period through the end of the month preceding his death or
retirement. If his duties change, the Compensation Plan is
subject to revision or termination by the Company.

The Organization and Compensation Committee expects to
grant options to the Chief Executive Officer during 1994 and
each subsequent year. These options will be granted under
the 1993 Incentive Stock Plan, which was approved by the
stockholders. The amount of the stock option awards will be
based on the Organization and Compensation Committee's
subjective evaluation of the Company's progress and his
performance. He will also receive the other benefits
described in the "All Other Compensation" column of the table
found in the "Executive Compensation" section of this Proxy
Statement (see pages 11 and 12).

The Organization and Compensation Committee believes
that the Compensation Plan for the Chief Executive Officer is
consistent with its overall compensation policy, and will
effectively serve the goals of its executive compensation
program. The Organization and Compensation Committee further
believes, based on its review of surveys of pay practices at
retailing, electronics and other companies conducted by a
compensation and benefits consulting firm, as well as other
general pay surveys, that the proposed Compensation Plan is
commensurate with the compensation package for chief
executive officers of similar companies. The bonus formula
links his bonus closely to the financial interests of the
Company's stockholders, by rewarding him only if there are
significant improvements in the Company's operating income,
earnings per share or stock performance. If operating
income, earnings per share and the stock price all decline,
or if none of them increase above the minimum required level,
he will not receive any bonus. The bonus formula has sharp
focus on increasing stockholder value and encouraging
effective management of the Company.

A favorable vote of a majority of the stockholders
present at the meeting in person or by proxy is required for
approval of the Compensation Plan for the Chief Executive
Officer. If the Plan is not approved, the Board of Directors
intends to reexamine its compensation plan for the Chief
Executive Officer, with a view to developing a plan that
maintains his compensation at competitive levels and provides
appropriate incentives. If the Compensation Plan is
disapproved, and the competitive compensation program
developed by the Board as a replacement for the Compensation
Plan results in compensation to the Chief Executive Officer
in excess of $1 million in a given year, the Company may not
deduct the amount of the excess for Federal tax purposes.

The Board of Directors recommends a vote "FOR" the
proposal to approve the Compensation Plan for the Chief
Executive Officer. Proxies solicited by the Board of
Directors will be so voted unless stockholders otherwise
specify in their proxies.

INDEPENDENT ACCOUNTANTS

The Board has selected Price Waterhouse, which has
audited the Company's books annually since 1899, as
independent accountants for 1994. Representatives of Price
Waterhouse are expected to be present at the Annual Meeting
with an opportunity to make a statement and/or respond to
appropriate questions.

STOCKHOLDER PROPOSALS FOR THE 1995 ANNUAL MEETING

In order for proposals of stockholders to be considered
for inclusion in the proxy statement for the 1995 Annual
Meeting of Stockholders of the Company, such proposals must
be received by the Secretary of the Company by November 30,
1994.

ANNUAL REPORT

A copy of the Company's Annual Report for the year ended
December 31, 1993 is being mailed to stockholders with this
Proxy Statement. Stockholders who do not receive a copy of
such Annual Report may obtain a copy without charge by
writing or calling Shareholder Services, Tandy Corporation,
1700 One Tandy Center, Fort Worth, Texas 76102-2818,
telephone number 817-390-3021.

OTHER MATTERS

As of the date of this Proxy Statement, management of
the Company has no knowledge of any other business to be
presented to the meeting. If other business is properly
brought before the meeting, the persons named in the Proxy
will vote according to their discretion.

TANDY CORPORATION

Fort Worth, Texas
March 30, 1994
<PAGE>