TANDY CORP /DE/, DEF 14A, 1995-03-30

TANDY CORP /DE/
DEF 14A, 1995-03-30
RADIO, TV & CONSUMER ELECTRONICS STORES

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<PAGE>
TANDY CORPORATION
1800 One Tandy Center
Fort Worth, Texas 76102

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 18, 1995

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 18, 1995, 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 adopt an amendment to the Compensation Plan of the Chief
Executive Officer;
(3) To adopt an amendment to the Tandy Corporation 1993 Incentive
Stock Plan; and
(4) 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 21, 1995.

By Order of the Board of Directors

HERSCHEL C. WINN
Senior Vice President
Fort Worth, Texas and Secretary
March 30, 1995

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>

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 18, 1995

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 21, 1995 (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 18, 1995, 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, 1995.

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 adoption of an Amendment to the Compensation Plan of the
Chief Executive Officer;

(iii) the adoption of an Amendment to the Tandy Corporation 1993
Incentive Stock Plan (the "ISP"); and

(iv) 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, FOR the adoption of
the Amendment to the Compensation Plan of the Chief Executive Officer;
and FOR the adoption of the Amendment to the ISP. As of the date of this
Proxy Statement, the Board knows of no other business to come before the
Annual Meeting.

<PAGE>
VOTING RIGHTS AND PROXY INFORMATION

Only holders of record of shares of the Company's Common Stock and
the Company's Series B TESOP Convertible Preferred Stock (the "TESOP
Stock") as of 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 TESOP Stock are
entitled to 21.768 Common Stock Votes per share.

As of the Annual Meeting Record Date, a total of 89,174.75 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 other participants who have directed the Trustee
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 68,131,653. Specifically, there were 66,190,497 shares of
Company Common Stock outstanding, representing 66,190,497 Common Stock
Votes; and 89,174.75 shares of TESOP Stock outstanding, representing
1,941,156 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 amendments to the Compensation Plan of the
Chief Executive Officer and to the ISP.

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.

<PAGE>
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, FOR
approval of the amendment to the Compensation Plan of the Chief Executive
Officer, and FOR approval of the amendment to the ISP.

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 and TESOP Stock, and will
reimburse them for their expenses in so doing. In addition, the
Companymay engage D.F. King & Co., Inc. for a fee not to exceed $2,700
plus out-of-pocket expenses to provide proxy solicitation services.
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 amendments to the Compensation Plan of the
Chief Executive Officer or the ISP.

<PAGE>
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, except Donna R.
Ecton, 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 card 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 card 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. (47) 1989
Professor, Harvard University Graduate School
of Business Administration.

Donna R. Ecton (47) --
Business Consultant, since 1994;
Former President and Chief Executive Officer,
Van Houten North America, Inc. and
Andes Candies, Inc. (confectionery product
manufacturer), December 1991 to January 1994;
Senior Vice President, Nutri/System, Inc.
(weight loss company) 1989 through December 1991.

Lewis F. Kornfeld, Jr. (78) 1975
Retired Vice Chairman, Tandy Corporation,
and Retired President, Radio Shack Division.

Jack L. Messman (55) 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. (58) 1987
Chairman and Chief Executive Officer,
Boston Stock Exchange, Inc.

<PAGE>
Thomas G. Plaskett (51) 1986
Chairman, Greyhound Lines, Inc. (a
transportation company), since March 1995;
Business Consultant, since November 1991;
Interim President and Chief Executive
Officer, Greyhound Lines, Inc., August 1994
to November 1994; 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 (56) 1980
Chairman, President and Chief Executive
Officer, Tandy Corporation.

William T. Smith (71) 1981
Consultant since January 1992;
Retired Chairman and Chief Executive
Officer, Wolverine Exploration Company
(oil exploration/drilling).

Alfred J. Stein (62) 1981
Chairman and Chief Executive Officer,
VLSI Technology, Inc. (manufacturer
of semiconductors).

William E. Tucker (62) 1985
Chancellor, Texas Christian University.

Jesse L. Upchurch (70) 1968
Chairman, Chief Executive Officer and
President, Upchurch Corporation (private
diversified investment and holding
company).

John A. Wilson (73) 1974
Retired Chairman, President and
Chief Executive Officer, Color Tile, Inc.
(home improvement company).

<PAGE>
INFORMATION CONCERNING THE BOARD AND ITS COMMITTEES

The Board held five meetings during 1994.

The current Audit Committee members are 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 three times during 1994.

The current 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 two times during 1994.

The current Organization and Compensation Committee members are 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 four times during 1994.

The current 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 two times during 1994. Stockholders who
wish to nominate persons for election as directors at the 1996 Annual
Meeting, which is now scheduled to be held on May 16, 1996, must give
notice of their intention to make a nomination in writing to the
Secretary of the Company on or before February 15, 1996. 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.

<PAGE>
Mrs. Caroline R. Hunt served on the Audit and Organization and
Compensation Committees until her retirement from the Board on January 8,
1995. All nominees for director attended more than 75% of the meetings
of the Board and committees, collectively, of which they were a member,
except for Mr. Morton, who missed one of the five Board meetings and the
two committee meetings held on the same day as the missed Board meeting.

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; Ms. Ecton serves on the boards of H&R
Block, Inc., PETsMART, Inc., Vencor, Inc. and the Barnes Group, Inc.;
Mr. Messman serves on the boards of Novell, Inc., Safeguard Scientifics,
Inc., Union Pacific Corporation 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 boards of Greyhound Lines, Inc., Smart & Final Inc. and
NeoStar Retail Group, 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.
Nonemployee 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.

<PAGE>
Following a review of the compensation practices of peer and other
retail companies conducted by the Board's Nominating Committee, the Board
decided to recommend the adoption of three changes to the ISP.

First is to increase the annual grant of an option to purchase
Company Common Stock from 3,000 shares to 4,000 shares for each
nonemployee director effective with the grant for September 1995.
Second is to award to existing and new nonemployee directors a
one-time grant of an option to purchase Company Common Stock for
5,000 shares.
Third is to provide nonemployee directors with a choice of being
paid in cash, as is currently being done, or having 50% or 100% of
their annual retainer paid in shares of Company Common Stock.

Subject to shareholder approval of the amendment, all directors
elected in May 1995, will receive a one-time option grant to purchase
5,000 shares of Company Common Stock on the date of the 1995 Annual
Meeting and all new directors elected or appointed after May 18, 1995,
will receive a one-time option grant of 5,000 shares on the date they
attend their first Board meeting. Effective in September 1995, instead
of the annual grant of options to purchase 3,000 shares of Company Common
Stock, each director will receive an annual option grant in 1995 and
future years to purchase 4,000 shares of Company Common Stock as long as
he or she serves as a director. The ISP was also amended to provide that
vesting of all Director options is accelerated on Retirement, death or
voluntary termination of Director service. All other terms and
conditions of these options remain the same as provided in the original
plan.

If the shareholders approve the amendment to the ISP, each director
will have a choice to receive 50% or 100% of the director's annual
retainer fee under the foregoing retainer fee plan paid to him or her in
advance in the form of Company Common Stock. Each director who files a
six month irrevocable election with the Company Secretary will be paid in
Company Common Stock for the period beginning on the first day of the
month following the six month anniversary of the Corporate Secretary's
receipt of the director's irrevocable six month election, through May 31.
For example, if a director returned the election form on or before
March 31, 1995, he or she will receive on October 1, 1995, his or her
retainer payment for the period October 1, 1995, through May 31, 1996
(eight months), in Company Common Stock. Assuming the director elected
prior to March 31, 1995, to participate at the 100% level, the number of
shares he or she would receive would be the Fair Market Value (as defined
in the ISP) of Company Common Stock on September 30, 1995, divided into
$16,000. Once an election is made, it will remain in effect until such
time as another irrevocable six month election is filed with the Company
Secretary on or before November 30 of the preceding year. In each
subsequent year, the director will be paid his or her retainer for the
next year (June 1 through May 31) in Company Common Stock on June 1,
assuming the director is reelected by the shareholders. All Stock will
be valued at the Fair Market Value (as defined in the ISP) of Company
Common Stock on the trading day immediately preceding the payment date.
All retainer fee payments in Company Common Stock are nonrefundable. All
Company Common Stock paid to Nonemployee Directors under the ISP will be
distributed to the Director as promptly as practicable after issuance.
See "Amendment to the Tandy Corporation 1993 Incentive Stock Plan" for
further information.

<PAGE>
DIRECTORS SPECIAL COMPENSATION PLAN. The Company has established a
compensation plan for nonemployee 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
nonemployee 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 nonemployee 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
nonemployee 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.

<PAGE>
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, 1994, (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:

Amount
Beneficially Percent
Title of Class Name and Title Owned of Class
(7)
______________ __________________________ ____________ ________
Common Stock James I. Cash, Jr.,
Director 2,500(1) .0037
Common Stock Donna R. Ecton, Director 250 .0004
Common Stock Lewis F. Kornfeld, Jr.,
Director(1) 14,000(1) .0205
Common Stock Jack L. Messman, Director 2,000(1) .0029
Common Stock William G. Morton, Jr.,
Director 3,000(1) .0044
Common Stock Thomas G. Plaskett,
Director 3,000(1) .0044
Common Stock John V. Roach, Chairman,
President, and 428,642(2) .6291
Chief Executive Officer
Common Stock William T. Smith, Director 9,151(1) .0134
Common Stock Alfred J. Stein, Director 2,000(1) .0029
Common Stock William E. Tucker, Director 8,000(1) .0117
Common Stock Jesse L. Upchurch, Director 1,530,696(1)(3) 2.2467
Common Stock John A. Wilson, Director 151,000(3) .2216
Common Stock William C. Bousquette,
Former Executive 127,082(2) .1865
Vice President and Chief
Financial Officer
ommon Stock Robert M. McClure, Senior
Vice President - 155,349(2) .2280
Tandy Retail Services
Common Stock Herschel C. Winn, Senior
Vice President 146,138(2) .2145
and Secretary
Common Stock Leonard H. Roberts,
President 17,988(2) .0264
Radio Shack Division
Common Stock Directors and Executive
Officers as a group 2,612,961(3)(4) 3.8352
(20 people)
Common Stock Trimark Investment
Management, Inc. 3,840,000(5) 5.6361(5)
Common Stock Mellon Bank Corporation 3,886,000(6) 5.7037(6)
______________________________________________________

<PAGE>
(1) Included in the shares beneficially owned for each of the directors
indicated are 1,000 shares of Company Common Stock subject to currently
exercisable options under the Tandy Corporation 1993 Incentive Stock
Plan. Each director disclaims beneficial ownership of the shares of
Company Common Stock subject to currently exercisable options.

(2) The amount beneficially owned includes the following shares and the
listed 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, 25.0069 shares of TESOP Stock held by the TESOP trustee, 10,965
shares of Company Common Stock held in the Tandy Employees Supplemental
Stock Program ("SUP") and 322,944 shares of Company Common Stock
subject to currently exercisable options; (b) Mr. Bousquette, who
resigned as an officer on January 22, 1995, disclaims beneficial
ownership of 16.3098 shares of TESOP Stock held by the TESOP trustee,
3,387 shares of Company Common Stock held in the SUP and 50,448 shares of
Company Common Stock subject to currently exercisable options; (c) Mr.
McClure disclaims beneficial ownership of 22.127 shares of TESOP Stock
held by the TESOP trustee, 3,297 shares of Company Common Stock held in
the SUP and 130,908 shares of Company Common Stock subject to currently
exercisable options; (d) Mr. Winn disclaims beneficial ownership of
19.0755 shares of TESOP Stock held by the TESOP trustee, 2,964 shares of
Company Common Stock held in the SUP and 104,141 shares of Company Common
Stock subject to currently exercisable options; and (e) Mr. Roberts
disclaims beneficial ownership of 318 shares of Company Common Stock
held in the SUP and 11,513 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.

(3) All directors have sole voting and investment power over the
shares shown except for Messrs. Upchurch and Wilson. Mr. Upchurch
disclaims beneficial ownership of 795,808 shares of Company Common Stock
owned by a trust of which he is the sole beneficiary, 12,000 shares over
which he has shared investment power as trustee and 15,300 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.
Mr. Wilson disclaims beneficial ownership of 150,000 shares held in a
trust of which he is the trustee.

(4) Excludes an aggregate of 2,681,281 shares of Company Common Stock
(3.9354% 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: 670,497 shares of Company
Common Stock subject to currently exercisable options; 18,129 shares of
Company Common Stock held in the Tandy Corporation Stock Purchase Program
("SPP"); 113 shares of TESOP Stock; 23,631 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 identifiedin
Footnote (1) above, except as to Mr. Bousquette. This number also
includes 9,000 shares subject to currently exercisable options held by
the Directors indicated in footnote (1) and the shares indicated in
Footnote (3) above.

(5) According to the Form 13G dated February 10, 1995, 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 dispositive power over 3,840,000 shares of
the Company's Common Stock.

<PAGE>
(6) According to the Form 13G dated February 14, 1995, Mellon Bank
Corporation, a holding corporation organized under the laws of the
United States, located at One Mellon Bank Center, Pittsburgh,
Pennsylvania 15258, holds sole voting power over 2,579,000 shares, shared
voting power over 49,000 shares, sole dispositive power over 3,427,000
shares and shared dispositive power over 459,000 shares of the Company's
Common Stock.

(7) No director or executive officer beneficially owns Common Stock or
TESOP Stock in excess of 1% of all of such class of securities issued and
outstanding, except that Mr. Upchurch beneficially owns 2.2467% of the
Company's Common Stock.

SECTION 16(A) REPORTING

Under the securities laws of the United States, the Company's
directors, executive officers and all persons holding 10% or more of
Company Common Stock 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, 1994. 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
attributable to the Chief Executive Officer of the Company and the four
other most highly compensated executive officers for the year ending
December 31, 1994. 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 year ended June 30, 1992, and the calendar years ended
December 31, 1993 and 1994.

<PAGE>

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, 1994 700,000 350,028 65,000 158,858
President 1993 647,500 647,500 50,000 86,115
and 1992a 237,500 86,250 22,000 37,388
Chairman 1992 475,000 381,498 45,000 102,644

William C. Bousquette 1994 400,000 130,416 22,000 58,275
Executive Vice 1993 468,750 225,000 21,000 42,693
President and CFO 1992a 125,000 67,500 18,500 14,631
1992 250,000 270,000 27,500 31,156

Robert M. McClure 1994 300,000 60,023 12,000 55,875
Senior Vice President 1993 362,500 175,000 14,000 45,292
1992a 80,000 43,812 16,000 13,093
1992 160,000 198,871 21,000 44,201

Herschel C. Winn 1994 278,300 111,370 17,000 62,719
Sr. V.P. and 1993 262,500 262,500 16,000 36,368
Secretary 1992a 87,500 43,750 13,000 15,212
1992 175,000 134,600 21,000 35,892

Leonard H. Roberts 1994 500,000 314,291 36,000 35,265
President, Radio 1993 250,000 238,140 50,000 151,000
Shack Division 1992a 0 0 0 0
1992 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 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.

<PAGE>
(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 1994
to the named Executive Officers in the SPP, TESOP and SUP are $107,650,
$3,390 and $47,819 for Mr. Roach; $36,987, $2,211 and $19,077 for
Mr. Bousquette; $38,714, $3,000 and $14,161 for Mr. McClure; $43,236,
$2,586 and $16,898 for Mr. Winn; and $29,025, $0 and $6,240 for
Mr. Roberts, respectively. Does not include amounts payable in the event
of a change in control. See "Change in Control Protections."

OPTION GRANTS IN THE LAST YEAR

During the year ended December 31, 1994, 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 is 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 1994.

<PAGE>
<TABLE>
<CAPTIONS>
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 65,000 17.64 44.1875 10/20/2004 1,806,304 4,577,528
William C. Bousquette 22,000 5.97 44.1875 10/20/2004 611,365 1,549,316
Robert M. McClure 12,000 3.26 44.1875 10/20/2004 333,472 845,082
Herschel C. Winn 17,000 4.61 44.1875 10/20/2004 472,418 1,197,199
Leonard H. Roberts 36,000 9.77 44.1875 10/20/2004 1,000,415 2,535,245
</TABLE>

(1) 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. 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 $1,893,330,944.

<PAGE>
OPTION EXERCISES IN THE LAST YEAR AND YEAR-END OPTION VALUES

The following table summarizes individual option exercises during the
year ended December 31, 1994, by each of the named Executive Officers and
the year-end value of the unexercised options. These options were
periodically granted between 1985 and 1994.

(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 0 322,944 139,671 4,606,030(2) 1,656,673(2)
William C. Bousquette 0 0 53,196 56,804(3) 1,104,097 722,997
Robert M. McClure 0 0 141,154 36,871 2,047,354(2) 506,848(2)
Herschel C. Winn 0 0 104,141 41,671 1,623,760(2) 520,985(2)
Leonard H. Roberts 0 0 11,513 74,487 175,356 798,269
</TABLE>

(1) For purposes of calculating whether an option was "In-The-Money",
this chart uses the December 31, 1994, closing share price for the
Company Common Stock of $50.00.

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

(3) The vesting of Mr. Bousquette's unexercisable options was
accelerated in January, 1995.

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.
As of December 31, 1994, a total of 38 executive employees of the Company
were 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, Mr. Bousquette, was a participant 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. Mr. Bousquette resigned on January 22,
1995, before his 60th birthday and is entitled to no benefits under the
SPC2. 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.

<PAGE>
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. As of December 31,
1994, 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
225,000 112,500 225,000 180,000 0
300,000 150,000 300,000 240,000 0
550,000 275,000 550,000 440,000 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, 1994, was as follows:

<PAGE>
<TABLE>
<CAPTIONS>
SCP DCP SPC2 Total
___ ___ ____ _____
<S> <C> <C> <C> <C>

John V. Roach $300,000 $250,000 0 $550,000
William C. Bousquette 0 200,000 $87,500(1) 287,500
Robert M. McClure 75,000 137,500 0 212,500
Herschel C. Winn 125,000 100,000 0 225,000
Leonard H. Roberts 0 300,000 0 300,000

</TABLE>

(1) Mr. Bousquette resigned on January 22, 1995, and is entitled to no
benefits under the SPC2. He will be entitled to receive $132,822 in
benefits for 10 years under the DCP when he retires at age 65.

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 as of December 31,
1994, had two participants. Mr. Bousquette, who was a participant of the
SPC2, resigned on January 22, 1995, and is entitled to no benefits under
the SPC2. 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 inthe
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.

<PAGE>
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 all 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 employment of the Company
on the last day of the Change in Control Year, and (ii) for the
fiscalyear 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. At December 31, 1994, the Company had
issued similar bonus guarantee letters to approximately 260 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; that all of the named Executive Officers, except
Mr. Bousquette, were still employed on that date; and that the named
Executive Officers' employment had terminated on that date, it is
estimated that the minimum bonuses payable under the Bonus Guarantee
Letter Agreements would be $647,500 for Mr. Roach, $0 for Mr. Bousquette,
$175,000 for Mr. McClure, $262,500 for Mr. Winn, and $314,291 for
Mr. Roberts. Mr. Bousquette's agreement terminated with his resignation
on January 22, 1995.

<PAGE>
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
affect 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. As of December 31, 1994, 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.

<PAGE>
The Agreements also provide that the Company shall make an additional
"Gross-Up Payment" (as defined in the Agreements) to the Executives to
ffset 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, except Mr. Bousquette, were still employed on that
date; and that the named Executive Officers' 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,
McClure, Winn and Roberts would have been $3,018,400, $0, $1,064,000,
$1,211,392 and $1,824,012, respectively. Mr. Bousquette's agreement
terminated with his resignation on January 22, 1995. 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.

<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Organization and Compensation Committee (hereafter
the "Committee") at December 31, 1994, were 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, 1994, 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 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
1994 the Company purchased software in the amount of approximately
$524,000 from Novell, Inc., of which Mr. Messman is currently a director,
and was the President and CEO from 1981 to 1983.

During the year ended December 31, 1994, 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. Mrs. Hunt retired from the Board and the
Committees on which she served effective January 8, 1995. Approximately
$66,459 in rentals were paid to the limited partnerships during the year
ended December 31, 1994. 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 five new locations.

PERFORMANCE GRAPH

The graph on the next page compares the cumulative total stockholder
return on Company Common Stock against the cumulative total return on the
S&P Corporate-500 Stock Index and the S&P Retail Composite Stock Index
(assuming $100 was invested on December 31, 1989, in Company Common Stock
and in the stocks comprising the S&P Corporate-500 Stock Index and the
S&P Retail Composite Stock Index and also assuming the reinvestment of
all dividends). The S&P Retail Composite Stock Index includes the
Company.

<PAGE>
The S&P Computer Systems Stock Index has been removed from the graph
this year because the Company has not manufactured computers since the
divestiture of its computer manufacturing operations in mid-1993.

The historical stock price performance of 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>
Proxy Graph Coordinates - EDGAR Filer

Dec. 89 Dec. 90 Dec. 91 Dec. 92 Dec. 93 Dec. 94

Tandy Corp. $100 $76 $77 $81 $137 $141

S&P 500 $100 $97 $126 $136 $150 $152

S&P Retail Stores
Composite Index $100 $100 $159 $186 $179 $163

<PAGE>
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 ISP. The following report outlines the Committee's recent
action, its philosophy and policies relative to executive compensation,
and the basis for specific compensation awards to the Chief Executive
Officer attributable to 1994.

In 1993 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 a nationally
recognized compensation and benefits 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.

<PAGE>
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
andincentive plans.

The Company's executive compensation program includes a competitive
base salary and annual bonus 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. The amounts
of the increases in January 1994, and in January 1995, were based on a
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 1994 bonuses for Executive Officers were
based on objective criteria. The 1994 bonus awards for the Chief
Executive Officer and two of the other named Executive Officers 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, the increase in the Company's share price over the
previous year, and the Company's stock price performance in relation to a
peer group of other companies. Under the formulae, improvements in
operating income (before income taxes) 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". One of the other two named Executive Officers was
paid a bonus based on a formula that took into account the percentage
increase in gross profit dollars for the division of which he was
responsible, the percentage increase in sales for the division for which
he was responsible and the percentage increase in operating income
(before income taxes) for the division from the prior year. The other
named Executive Officer was paid a bonus based on the percentage increase
in the Company's operating income (before income taxes) and the
percentage increase in net income (before income taxes and parent
administrative charges) of the operating division for which he was
responsible. In addition to the foregoing, the Chief Executive Officer
and two of the other named Executive Officers also received a
discretionary bonus to compensate them for the Company's strong earnings
performance and stock price performance as against the peer group of
other companies as outlined in the Performance Graph. In general, it is
the Committee's policy to structure the compensation paid to executive
officers so that it will qualify for deductibility under Section 162(m)
of the Internal Revenue Code. In appropriate circumstances, however,
when necessary to achieve its overall objective of rewarding effective
management, the Committee may approve compensation packages which include
payments that may not be deductible under Section 162(m).

<PAGE>
In the case of three of the named Executive Officers, the formula
bonus was subject to a cap equal to the annual salary. In the case of
the other two named Executive Officers, formula bonus was capped at 80%
of base salary. Under the formula program, no guaranteed bonuses were
paid to the named Executive Officers. In the case of all of the named
Executive Officers, the objective measures in the formula were required
to exceed specified thresholds before any formula 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 in 1994 granted an aggregate of 368,550 stock options to
employees under the ISP. All of the named Executive Officers were
granted options in October 1994, under the ISP. All stock options
granted to employees under the ISP 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 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 ISP 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.

<PAGE>
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. For the year ending
December 31, 1994, the compensation of the Chief Executive Officer was
determined under the compensation plan approved by the shareholders on
May 19, 1994. Mr. Roach was paid a base salary for the year of $700,000.
Mr. Roach also earned a formula bonus of $228,326. This bonus amount was
based on increases in earnings per share and net income before income
taxes which are two of the three factors taken into account in his bonus
formula. Although the Company's stock price performance did exceed the
peer group stock price performance, Mr. Roach did not receive a bonus
based on the third factor, stock price, because the amount of increase
in the average stock price for December 1994, when compared with the
average stock price for December 1993, did not exceed the minimum
percentage increase amount necessary to earn a bonus under his plan. In
addition to the foregoing formula bonus, Mr. Roach was awarded a
discretionary bonus in early 1995, attributable to 1994, of $121,702.
This discretionary bonus was given to compensate him for the Company's
strong earnings performance and for the Company's stock price performance
as against the peer group of other companies outlined in the Performance
Graph. Mr. Roach's total bonus attributable to 1994 was $350,028. The
Committee awarded a total of 65,000 stock options to Mr. Roach in October
1994, 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 of the Company's Common
Stock 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 an amendment to the
Compensation Plan for Mr. Roach. The amendment changes the method of
calculating the stock-price portion of the bonus formula. Because
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 amendment to the Compensation Plan
for Mr. Roach. See "Amendment to the Compensation Plan of the Chief
Executive Officer."

Organization and Compensation Committee

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

<PAGE>
CERTAIN TRANSACTIONS WITH MANAGEMENT AND OTHERS

During the year ended December 31, 1994, the Company paid
approximately $297,000 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, 1994, the
Company purchased software in the amount of approximately $524,000 from
Novell, Inc., of which Mr. Messman is a director. During 1994, the
Company purchased furniture from O'Sullivan Industries, Inc., which is a
subsidiary of O'Sullivan Industries Holdings, Inc., in the amount of
approximately $3,038,000. Mr. Bousquette, the Company's former Executive
Vice President and Chief Financial Officer, is a Director of O'Sullivan
Industries Holdings, Inc..

During the year ended December 31, 1994, 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. Mrs. Hunt retired from the Board and the
Committees on which she served on January 8, 1995. Approximately $66,459
in rentals were paid to the limited partnerships during the year ended
December 31, 1994. 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 five new locations.

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.

<PAGE>
AMENDMENT TO THE COMPENSATION PLAN OF THE CHIEF EXECUTIVE OFFICER

The Organization and Compensation Committee of the Board of Directors
("Committee") has approved an amendment to the Compensation Plan for the
Chief Executive Officer, dealing with the part of the bonus formula which
contains the Company's stock price performance and compares the Company's
performance to the performance of the peer group. The bonus amount
under the original plan was based on the increases in earnings per share,
the increase in net income before income taxes, the increase in the
Company's average stock price for December of the current year over the
average stock price for December of the prior year, and the Company's
stock price performance against the peer group stock price performance.
The original compensation plan was approved in 1994. The amended
compensation plan bonus formula continues to emphasize increasing
shareholder value and encourages effective management of the Company.

The amended Stock Price portion of the bonus formula reads as follows:

(c) (i) a number equal to the percentage increase in the Company's
stock price, based on a comparison of the average closing price
for the current calendar year and the average closing price for
the previous calendar year, 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 Committee;

(ii) a number equal to a percentage, selected by the Committee,
of base salary if the Company's annual average stock price
performance exceeds the annual average stock price performance
of the peer group of companies which are part of the S&P Retail
Stores Composite Index.

The bonus in subsequent years would be computed in accordance with the
same formula, except that the 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. All other terms of the 1994
Compensation Plan for the Chief Executive Officer remain the same.

The amendment to the bonus formula continues to link Mr. Roach's bonus
closely to the financial interests of the Company's stockholders, by
rewarding him if there are significant improvements in the Company's
stock performance over the entire year instead of just for the month of
December as previously provided in (c)(i) above. The amendment also
removes the condition precedent that the minimum threshold in (c)(i) be
met before the (c)(ii) part of the bonus formula can be paid to Mr.
Roach. Finally, the amendment removes the doubling feature which was
part (c)(iii) of the former plan when both (c)(i) and (c)(ii) were
satisfied.

A favorable vote of a majority of the stockholders present at the
meeting in person or by proxy is required for approval of the Amendment
to the Compensation Plan of the Chief Executive Officer. If the
Amendment is not approved, the Committee intends to competitively
compensate Mr. Roach in accordance with the 1994 Compensation Plan for
the Chief Executive Officer which was previously approved by the
stockholders.

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

AMENDMENT TO THE TANDY CORPORATION 1993 INCENTIVE STOCK PLAN

The Board believes that the amendment to the Tandy Corporation 1993
Incentive Stock Plan (the "Plan") will enable the Company to provide the
directors with an opportunity to participate in the growth of the
Company, offers an incentive for continued board service. The amendment
provides for new stock options and an election for each Nonemployee
Director to be paid the annual retainer fee in Company Common Stock. On
March 10, 1995, the Executive Committee of the Board adopted an Amendment
to the Plan, conditioned upon approval of the amendment by the
stockholders. A summary of the material provisions of the amended Plan
is provided below; however, it does not purport to be complete and is
qualified in its entirety by the terms of the amendment to the Plan, the
complete text of which is attached to this Proxy Statement as Annex A.

Under the current Plan each Nonemployee Director receives an annual
option grant of 3,000 shares. Under the amendment to the Plan effective
in September 1995, the annual grant will be increased to an option to
purchase 4,000 shares of Company Common Stock on the first business day
in September of each year. In the event the amendment to the Plan is not
approved, the Directors will continue to receive their annual option
grant of 3,000 shares.

2,253,700 shares of Company Common Stock are available, as of the
Annual Meeting Record Date, for issuance under the Plan or approximately
3.31% of the total number of shares of Company Common Stock outstanding
on the Annual Meeting Record Date. Such shares may be either authorized
and unissued shares or issued shares reacquired by the Company and held
in treasury. The shares offered under the Plan were registered with the
Securities and Exchange Commission in 1993.

The 11 nominees for Nonemployee Director are eligible to participate
in the amended Plan assuming these directors are elected by the
shareholders at the 1995 Annual Meeting.

<PAGE>
If the amendment to the Plan is approved by the stockholders, each
Nonemployee Director elected by the stockholders will receive, on May 18,
1995, a one-time grant of an option to purchase 5,000 shares of Company
Common Stock. Any Nonemployee Director elected or appointed after
May 18, 1995, will receive a one-time option grant to purchase 5,000
shares of Company Common Stock at the first Board meeting he or she
attends. The Plan was also amended to provide that all Nonemployee
Director options accelerate vesting upon the death, retirement, or
voluntary termination of a Director's service. All other terms and
conditions of the original plan remain unchanged and are applicable to
all Nonemployee Director options.

Each nominee for Nonemployee Director was given the opportunity to
file an election with the Company Secretary prior to April 1, 1995, to
participate in the amended Plan by having 50% ($8,000) or 100% ($16,000)
of his or her retainer fee for the period October 1, 1995, through
May 31, 1996, paid in Company Common Stock. The payment for this first
partial year will be paid on October 1, 1995, in Company Common Stock
valued at the Fair Market Value (as defined in the Plan) on the first
trading day preceding October 1, 1995. All newly appointed or elected
Nonemployee Directors shall have the right to make this same irrevocable
election, which shall become effective on the first day of the month
following six months after the date the Company receives the election and
the period shall end on May 31. Any such new Director electing to be
paid in Company Common Stock on a proration of the annual retainer,
i.e., $1,000 (if 50%) or $2,000 (if 100%) for each month in the initial
period which commenced six months after the irrevocable election was
received by the Company Secretary and ending May 31, will receive such
Stock on the first day of the month following the six month anniversary
of the Company Secretary's receipt of the Directors six month irrevocable
election. After the initial period is completed, each Director may, on or
before November 30 of each year, change his or her six month irrevocable
election by filing a new election form with the Company Secretary. A
change in election will become effective on the next June 1. An election
will continue in effect until changed. For each year in which an
election is in effect, the Nonemployee Director's annual retainer fee
will be paid to the Nonemployee director on June 1 in Company Common
Stock for the following year, assuming the Director is reelected by the
stockholders. All stock payments will be non-refundable and will be made
at the Fair Market Value (as defined in the Plan) of Company Common Stock
on the first trading day preceding the first day of the month which
follows the six month anniversary of the date the Company Secretary
receives the Director's election form or on the first trading day prior
to June 1 in the case of the annual payment.

The following table sets forth the Value and Units which would have
been awarded to the 11 nominees for Nonemployee Directors assuming
(i) the Plan was in effect for all of 1994, (ii) that each of the
nominees for Nonemployee Directors had filed a six month irrevocable
election before December 1, 1993, to participate in the Director retainer
fee portion of the Plan at the 100% level and (iii) that the following
average share prices were in effect on the dates indicated (a) $36.1875
on May 18, 1994, (b) $40.25 on August 31, 1994 and (c) $37.375 on May 31,
1994.

<PAGE>
TANDY CORPORATION 1993 INCENTIVE STOCK PLAN

Dollar Value Number of
Non-Executive Director Group ($) units
_____________________________ _____________ _________

(a) One-Time 5,000 Option Grant
5/19/94 $1,990,312.50 55,000

(b) Annual Options
9/1/94 $1,771,000 44,000

The per-share closing price of the Company's Common Stock on March 21,
1995, as reported on the New York Stock Exchange Composite Tape, was
$47.25.

The affirmative vote of a majority of the Common Stock Votes entitled
to vote and present in person or by proxy at the Annual Meeting is
required for the adoption of the amendment to the Plan. If the Amendment
is not approved, Directors will continue to receive the annual option
grant to purchase 3,000 shares of Company Common Stock on September 1 as
provided in the original plan. The Board recommends a vote FOR the
adoption of the amendment to the Plan.

INDEPENDENT ACCOUNTANTS

The Board has selected Price Waterhouse, which has audited the
Company's books annually since 1899, as independent accountants for 1995.
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 1996 ANNUAL MEETING

In order for proposals of stockholders to be considered for inclusion
in the proxy statement for the 1996 Annual Meeting of Stockholders of the
Company, which is now scheduled to be held on May 16, 1996, such
proposals must be received by the Secretary of the Company by
November 29, 1995.

<PAGE>
ANNUAL REPORT

A copy of the Company's Annual Report for the year ended December 31,
1994, 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, 1995

<PAGE>
ANNEX A

AMENDMENT TO THE TANDY CORPORATION
1993 INCENTIVE STOCK PLAN

WHEREAS, on the 29th day of March, 1993 the Board adopted the Tandy
Corporation 1993 Incentive Stock Plan, hereinafter called the "Plan";

WHEREAS, on the 15th day of October, 1993 the stockholders of Tandy
Corporation (the "Company") adopted the Plan;

WHEREAS, on the 15th day of October, 1993 the Board amended and
restated the Plan as requested by several special interest groups; and

WHEREAS, the Company desires, subject to stockholder approval, to
make certain amendments to the Plan.

1. Article 5 is hereby amended by deleting same in its entirety and
substituting the following in lieu thereof:

5. DIRECTOR PLANS.

5A. OPTION GRANTS FOR NONEMPLOYEE DIRECTORS.

5A.1 Annual Grant. Director Options shall be granted to each
Nonemployee Director on the first trading day of September of each year
that the Plan is in effect. Each Director Option granted shall be in
respect of 4,000 Shares. The purchase price of each Director Option
shall be as provided in Section 5A.3 and such Options shall be evidenced
by an Agreement containing such other terms and conditions not
inconsistent with the provisions of this Plan as determined by the Board;
provided, however, that such terms shall not vary the timing of awards of
Director Options, including provisions dealing with forfeiture or
termination of such Director Options.

5A.2 One-Time Grant. Director Options shall be granted to each
Nonemployee Director elected by the stockholders on May 18, 1995,
provided the Plan is approved by the stockholders of the Company. Each
newly appointed or elected Nonemployee Director, who has not previously
received a one-time grant hereunder, shall be granted an option on the
date the Nonemployee Director attends his or her first Company Board
meeting. Each Director Option granted under this section shall be in
respect of 5,000 Shares. The purchase price of each Director Option
shall be as provided in Section 5A.3 and such Options shall be evidenced
by an Agreement containing such other terms and conditions not
inconsistent with the provisions of this Plan as determined by the Board;
provided, however, that such terms shall not vary the timing of awards of
Director Options, including provisions dealing with forfeiture or
termination of such Director Options.

5A.3 Purchase Price. The purchase price for Shares under each
Director Option shall be equal to 100% of the Fair Market Value of such
Shares on the trading date immediately preceding the date of grant.
<PAGE>
5A.4 Vesting. Subject to Section 7.4, each Director Option shall
become exercisable with respect to one-third (1/3) of the Shares subject
thereto effective as of each of the first, second and third anniversaries
of the grant date; provided, however, that the Optionee continues to
serve as a Director as of such dates. Notwithstanding the foregoing, if
a Director's service terminates by reason of his death, Disability or
Retirement, all Director Options then held by the Director shall be fully
vested.

5A.5 Duration. Each Director Option shall terminate on the date
which is the tenth anniversary of the grant date, unless terminated
earlier as follows:

(a) If an Optionee's service as a Director terminates for any
reason other than Retirement, Disability, death or Cause, the Optionee
may, for a period of three (3) months after such termination, exercise
his or her Option to the extent, and only to the extent, that such Option
or portion thereof was vested and exercisable as of the date the
Optionee's service as a Director terminated, after which time the Option
shall automatically terminate in full.

(b) If an Optionee's service as a Director terminates by reason of

the Optionee's Retirement or by resignation or removal from the Board
due to Disability, the Optionee may, for a period of 12 months after such
termination, exercise his or her Option to the extent, and only to the
extent, that such Option or portion thereof was vested and exercisable as
of the date the Optionee's service as Director terminated, after which
time the Option shall automatically terminate in full.

(c) If an Optionee's service as a Director terminates for Cause,
the Option granted to the Optionee hereunder shall immediately terminate
in full and no rights thereunder may be exercised.

(d) If an Optionee dies while a Director or within three (3)
months after termination of service as a Director as described in clause
(a) or (b) of this Section 5A.5, the Option granted to the Optionee may
be exercised at any time within 12 months after the Optionee's death by
the person or persons to whom such rights under the Option shall pass by
will, or by the laws of descent or distribution, after which time the
Option shall terminate in full.

5B. PAYMENT IN STOCK FOR DIRECTOR RETAINER FEES.

5B.1 Election to Participate.

(a) First Time Election. All Nonemployee Directors or nominees on
May 18, 1995, may file a six month irrevocable election to participate in
this Plan with the Company Secretary at the 50% or 100% level prior to
April 1, 1995, subject to stockholder approval of this Plan. Such
Directors who elect to participate will be eligible to receive their
Nonemployee Director retainer fee for the period October 1, 1995, through
May 31, 1996 in the form of Shares issued on October 1, 1995. All newly
appointed or newly elected Nonemployee Directors will be eligible to
participate in this Plan by filing a six month irrevocable election to
participate, at the 50% or 100% level, with the Company Secretary. Any
election so filed shall become effective on the first day of the month
following the six month anniversary of the day of the election's receipt
by the Company Secretary and the period shall end on May 31. After the
"First Time Election" provided for in this Section has been made, each
Nonemployee Director will be allowed to change his election annually on
or before November 30 of the prior year as provided in Section 5B.1(b)
below.

<PAGE>
(b) Annual Election. Each Nonemployee Director, on or before
November 30 of the prior year, shall have the right to change his
election to participate in this Plan by having 50% or 100% of the
Director's retainer fee (i.e., $24,000) payable under the Director
Compensation Plan, paid to him in advance on June 1 for the ensuing year,
assuming he is reelected by the stockholders at the annual meeting. Any
election made under Section 5B.1 (a) or (b) shall continue in effect
until changed during the annual election period which terminates on
November 30 of each year.

5B.2 Payment in Stock. Shares having a value equal to 50% of the
annual retainer fee (i.e. $12,000) or 100% of the annual retainer fee
(i.e. $24,000) will be paid for each Director on June 1 of each year in
accordance with the election filed under Section 5B.1(b) hereof. Shares
having a value equal to $1,000 per month (50% election) or $2,000 per
month (100% election) will be paid to each Director on the first day of
the month following the six month anniversary date of the Company
Secretary's receipt of the election provided under Section 5B.1(a) hereof
for the period beginning on the first day of the month following the six
month anniversary date of the Company Secretary's receipt of the
Director's election and ending on May 31.

5B.3 Fair Market Value. The Fair Market Value for Shares paid to
Directors under this Section shall be equal to the Fair Market Value of
such Shares on the first trading day immediately preceding June 1 of
each year under the election in Section 5B.1(b) and at the Fair Market
Value of such Shares on the first trading day preceding the first day of
the month following the six month anniversary date of the Company
Secretary's receipt of the Nonemployee Director's irrevocable election in
Section 5B.1(a). No fractional Share will be issued to any Director.

5B.4 Distribution. Shares will be distributed to the Director as
soon as practicable after issuance. Any amount not used for the
acquisition of a Share will be paid to the Director in cash.

<PAGE>
2. Paragraph 18.2(a) is hereby amended by deleting same In its
entirety and inserting the following in lieu thereof:

18.2 Withholding of Taxes. (a) The Company shall have the right to

deduct from any distribution of cash to any Director, Optionee or
Grantee, an amount equal to the federal, state and local income taxes
and other amounts as may be required by law to be withheld (the
"Withholding Taxes") with respect to the receipt of any retainer fee,
Option or Award. If a Director, Optionee or Grantee is to experience a
taxable event in connection with the receipt of Shares pursuant to a
payment in stock, Option exercise or payment of an Award (a "Taxable
Event"), the Director, Optionee or Grantee shall pay the Withholding
Taxes to the Company prior to the issuance, or release from escrow, of
such Shares. In satisfaction of the obligation to pay Withholding Taxes
to the Company, the Director, Optionee or Grantee may make a written
election (the "Tax Election"), which may be accepted or rejected in the
discretion of the Committee or Company Secretary, as applicable, to have
withheld a portion of the Shares then issuable to him or her having an
aggregate Fair Market Value, on the date preceding the date of such
issuance, equal to the Withholding Taxes, provided that in respect of a
Director, Optionee or Grantee who may be subject to liability under
Section 16(b) of the Exchange Act either: (i) in the case of a Taxable
Event involving a payment in stock, Option or an Award (A) the Tax
Election is made at least six (6) months prior to the date of the Taxable
Event and (B) the Tax Election is irrevocable with respect to all Taxable
Events of a similar nature occurring prior to the expiration of six (6)
months following a revocation of the Tax Election; or (ii) in the case
of the exercise of an Option (A) the Optionee makes the Tax Election at
least six (6) months after the date the Option was granted, (B) the
Option is exercised during the ten (10) day period beginning on the
third business day and ending on the twelfth business day following the
release for publication of the Company's quarterly or annual statement
of sales and earnings (a "Window Period") and (C) the Tax Election is made
during the Window Period in which the related Option is exercised or prior
to such Window Period and subsequent to the immediately preceding Window
Period; or (iii) in the case of a Taxable Event relating to the payment
of an Award (A) the Grantee makes the Tax Election at least six (6)
months after the date the Award was granted and (B) the Tax Election is
made (x) in the case of a Taxable Event occurring within a Window
Period, during the Window Period in which the Taxable Event occurs, or
(y) in the case of a Taxable Event not occurring within a window period,
during the Window Period immediately preceding the Taxable Event relating
to the Award. Notwithstanding the foregoing, the Committee may, by the
adoption of rules or otherwise, (i) modify the provisions of this
Section 18.2 (other than as regards Director Options) or impose such
other restrictions or limitations on Tax Elections as may be necessary to
ensure that the Tax Elections will be exempt transactions under Section
16(b) of the Exchange Act, and (ii) permit Tax Elections to be made at
such other times and subject to such other conditions as the Committee
determines will constitute exempt transactions under Section 16(b) of the
Exchange Act.

3. The effective date of this Amendment shall be the date of its
approval by the affirmative vote of the holders of a majority of
the securities ofthe Company present, or represented, and entitled
to vote at a meeting of stockholders.

<PAGE>
SCHEDULE A

PROXY CARD

TANDY CORPORATION/PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING ON MAY 18, 1995

The undersigned hereby appoints John V. Roach, James I. Cash, Jr.,
Thomas G. Plaskett and Jesse L. Upchurch, and each or any of them,
attorneys and proxies of the undersigned, with full power of
substitution, to vote all the shares of common stock of the Corporation
held by the undersigned at the Annual Meeting of Stockholders of Tandy
Corporation at Fort Worth, Texas on May 18, 1995, or any adjournment
thereof, as indicated on this proxy, and in their discretion on any
other matters which may properly come before the meeting. If no
directions are given, this Proxy will be voted "FOR" Items 1, 2 and 3.

_____________________________________

Please sign exactly as your name appears on this Proxy.

DATED: ______________________________, 1994

Please Sign, Date and Promptly Return This Proxy in the
Enclosed Envelope.

To Vote In Accordance With The Board Of Directors'
Recommendations, Just Sign On The Reverse Side
No Boxes Need To Be Checked.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES FOR:

1. Election of Directors
[_] FOR all nominees listed [_] WITHHOLD AUTHORITY
below (except as marked to vote for all nominees
to the contrary below) listed below.

James I. Cash, Jr., Donna R. Ecton, Lewis F. Kornfeld, Jr., Jack L.
Messman, William G. Morton, Jr., Thomas G. Plaskett, John V. Roach,
William T. Smith, Alfred J. Stein, William E. Tucker, Jesse L.
Upchurch, John A. Wilson

INSTRUCTION: To withhold authority to vote for any individual
nominee, write nominee's name on the following line.

_________________________________________________________________

2. Amending of the Compensation Plan of the Chief Executive Officer

[_] FOR [_] AGAINST [_] ABSTAIN

3. Amending of the Tandy Corporation 1993 Incentive Stock Plan

[_] FOR [_] AGAINST [_] ABSTAIN