Radioshack Corp – ‘424B1’ on 8/18/97

As of:  Monday, 8/18/97   ·   Accession #:  930661-97-2028   ·   File #:  333-27297

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Prospectus   —   Rule 424(b)(1)
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Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Prospectus Supplement                                 24    154K 

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                                              Filed pursuant to Rule 424(b)(1)
                                                        SEC File No. 333-27297

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 6, 1997  

$150,000,000  

TANDY CORPORATION 

6.95% NOTES DUE SEPTEMBER 1, 2007 

----------------  

Interest on the 6.95% Notes due September 1, 2007 (the "Notes") issued by   
Tandy Corporation (the "Company") is payable on September 1 and March 1 of      
each year, commencing March 1, 1998. The Notes are unsecured, are not           
redeemable prior to maturity and will not be subject to any sinking fund.       

The Notes will be represented by global securities registered in the name of
a nominee of The Depository Trust Company (the "Depositary"). Beneficial        
interests in the Notes will be shown on, and transfers thereof will be          
effected only through, records maintained by the Depositary (with respect to    
participants' interests) and its participants. The Notes will be issued only    
in denominations of $1,000 and integral multiples thereof. Except as described  
herein, Notes in definitive form will not be issued. See "Description of        
Notes--Book Entry Procedures." The Notes will trade in the Depositary's Same-   
Day Funds Settlement System until maturity, and secondary market trading        
activity for the Notes will therefore settle in immediately available funds.    
All payments of principal and interest will be made by the Company in           
immediately available funds. See "Description of Notes."                        

----------------  

THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES  AND  
EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION,  NOR  HAS  THE  
SECURITIES  AND EXCHANGE  COMMISSION  OR ANY  STATE SECURITIES  COMMISSION  
PASSED  UPON THE ACCURACY OR  ADEQUACY OF THIS PROSPECTUS SUPPLEMENT  OR  
THE  PROSPECTUS  TO  WHICH  IT  RELATES.  ANY  REPRESENTATION  TO  THE  
CONTRARY IS A CRIMINAL OFFENSE.                                       

------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 

                                                                [Download Table]

                                     INITIAL PUBLIC   UNDERWRITING  PROCEEDS TO  
                                   OFFERING PRICE (1) DISCOUNT (2) COMPANY (1)(3)
---------------------------------------------------------------------------------
                                                                                 
Per Note.........................       99.611%          .650%        98.961%    
Total............................     $149,416,500      $975,000    $148,441,500 

------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 

(1) Plus accrued interest, if any, from August 19, 1997.                        
(2) The Company has agreed to indemnify the Underwriters against certain        
liabilities, including liabilities under the Securities Act of 1933, as 
amended.                                                                
(3) Before deducting estimated expenses of $145,000 payable by the Company.     

----------------  

The Notes offered hereby are offered severally by the Underwriters, as      
specified herein, subject to receipt and acceptance by them and subject to      
their right to reject any order in whole or in part. It is expected that the    
Notes will be delivered in book-entry form through the facilities of The        
Depository Trust Company in New York, New York, on or about August 19, 1997,    
against payment therefor in immediately available funds.                        

----------------  

BEAR, STEARNS & CO. INC.                                                        
MERRILL LYNCH & CO.                                   
SALOMON BROTHERS INC  
                                 RAUSCHER PIERCE REFSNES, INC.

The date of this Prospectus Supplement is August 14, 1997 

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CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS   
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES, INCLUDING  
OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS AND THE IMPOSITION  
OF PENALTY BIDS. SEE "UNDERWRITING".                                            

NOTE REGARDING FORWARD-LOOKING STATEMENTS 

This Prospectus Supplement, the accompanying Prospectus and the documents   
incorporated herein by reference contain "forward-looking statements" within    
the meaning of Section 27A of the Securities Act of 1933, as amended, and       
Section 21E of the Securities Exchange Act of 1934, as amended, which           
represent the Company's projections, estimates, expectations or beliefs         
concerning, among other things, financial items that relate to management's     
future plans or objectives or to the Company's future economic and financial    
performance. Forward-looking statements involve known and unknown risks and     
uncertainties and are indicated by words such as "anticipates", "expects",      
"believes", "plans", "could" and similar words and phrases. These risks and     
uncertainties include, but are not limited to, economic conditions including    
consumer installment debt levels and interest rate fluctuations, shifts in      
consumer electronic product cycles, technological advances or a lack thereof,   
consumer demand for products and services, competitive products and pricing,    
availability of products, inventory risks due to shifts in market demand, the   
regulatory and trade environment and such other risks and uncertainties         
described in the Company's reports and filings with the Securities and          
Exchange Commission incorporated by reference herein, including in "Item 1--    
Business" and "Item 7--Management's Discussion and Analysis of Results of       
Operations and Financial Condition" in the Company's Annual Report on Form 10-  
K for the fiscal year ended December 31, 1996 (the "1996 Form 10-K"), "Item     
2--Management's Discussion and Analysis of Results of Operations and Financial  
Condition" in the Company's Quarterly Report on Form 10-Q for the quarterly     
period ended March 31, 1997 (the "March 1997 Form 10-Q"), "Item 2--             
Management's Discussion and Analysis of Results of Operations and Financial     
Condition" in the Company's Quarterly Report on Form 10-Q for the quarterly     
period ended June 30, 1997 (the "June 1997 Form 10-Q") and the Company's        
Current Report on Form 8-K filed on July 21, 1997. Potential investors are      
cautioned that certain events or circumstances could cause the Company's        
actual performance and financial results in future periods to differ            
materially from those estimated or anticipated.                                 

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THE COMPANY 

The following summary of the business of the Company is qualified in its    
entirety by and should be read together with the more detailed information and  
the audited and unaudited financial statements, including the notes thereto,    
included or incorporated by reference in this Prospectus Supplement and the     
accompanying Prospectus.                                                        

Tandy Corporation ("Tandy" or the "Company") engages in the retail sale of  
consumer electronics, including personal computers, primarily in the United     
States. The Company's principal retail operations include the RadioShack(R)     
and Computer City(R) store chains with approximately 6,900 retail locations.    
RadioShack sells primarily private label electronic parts and accessories,      
audio/video equipment, digital satellite systems, personal computers and        
cellular and conventional telephones, as well as specialized products such as   
scanners, electronic toys and hard-to-find batteries. The Computer City chain   
operates primarily as a "supercenter" format featuring name brand computers,    
software and related products.                                                  

RADIOSHACK                                                                      

RadioShack is the Company's largest operating division, offering the        
shopping convenience of approximately 6,800 company-owned and dealer stores.    
RadioShack stores offer primarily private label electronic parts and            
accessories, audio/video equipment, digital satellite systems, personal         
computers and cellular and conventional telephones, as well as specialized      
products such as scanners, electronic toys and hard-to-find batteries.          
RadioShack is committed to a retail environment that emphasizes knowledgeable   
personnel and excellent customer service, including a "service-oriented"        
approach. RadioShack has formed strategic relationships with key vendors to     
market their products such as computers (IBM(R)), home security (ADT(R)),       
direct-to-home satellite (RCA(R), PRIMESTAR(R), DIRECTV(R) and USSB(R)),        
telecommunications and wireless communications (Sprint(R) and Sprint PCSSM).    
These relationships augment the strong position RadioShack has historically     
maintained in core product categories such as batteries, communications         
equipment, telephones, antennas, electronic components, and parts and           
accessories.                                                                    

The RadioShack division operates approximately 4,900 company-owned stores,  
located throughout the United States. These company-owned stores average        
approximately 2,450 square feet and are located in major malls, strip centers   
and individual store fronts. RadioShack plans to expand its company-owned       
store base to approximately 5,000 locations by the year 2000. To provide        
RadioShack products to smaller communities, RadioShack has a network of         
approximately 1,900 dealer/franchise stores, including 57 international         
stores.                                                                         

RadioShack provides access to third party services such as cellular phone,  
PCS (wireless personal communication services using a higher designated         
frequency than traditional cellular communication), direct satellite            
programming and pager service. RadioShack is also focusing on becoming          
"America's Telephone Store". In connection with its recent alliance with        
Sprint and its plans to implement a Sprint "store-within-a-store" concept at    
its RadioShack store locations, Tandy intends to promote RadioShack as a "one   
stop" telephone store with a broad assortment of wired and wireless             
telecommunications products and services. For a discussion of RadioShack's      
recent alliance with Sprint, see "Item 7--Management's Discussion and Analysis  
of Results of Operations and Financial Condition--Net Sales and Operating       
Revenues" in the 1996 Form 10-K incorporated herein by reference. For its       
personal computer sales, which accounted for approximately 11.0% of the         
RadioShack division's net sales and operating revenues in fiscal year 1996,     
Tandy primarily targets the home and the small business markets.                

COMPUTER CITY                                                                   

Computer City stores offer approximately 4,400 different name brand items   
(including computers, software and related products in such brands as IBM(R),   
Sony(R), Lotus(R), Microsoft(R), Compaq(R), AST(R) and Hewlett Packard(R)),     
competitive prices and customer service on computers, computer software and     
accessories. Computer City operates two different size formats, Computer City   
SuperCenters with 82 units and Computer City Express                            

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with 11 units, including five in Europe and seven in Canada. The SuperCenters   
average approximately 21,150 square feet. Computer City Express stores average  
approximately 12,300 square feet, serve smaller markets and supplement          
SuperCenters in larger markets. The Company may open approximately two to four  
additional Computer City stores in 1997. The 94 stores in operation at June     
30, 1997 exclude the 21 Computer City stores closed pursuant to the Company's   
December 30, 1996 restructuring announcement. All of these stores were closed   
by March 31, 1997.                                                              

INCREDIBLE UNIVERSE                                                             

On December 30, 1996, the Company announced its plan to exit the Incredible 
Universe business. At December 31, 1996, there were 17 open Incredible          
Universe locations and two that had been previously closed. The Company has     
concluded the sale of six Incredible Universe stores, and related fixed assets  
and inventory, to Fry's Electronics, Inc. ("Fry's") and its affiliates in       
exchange for approximately $21.5 million in cash and $98.4 million in notes     
receivable. Of the remaining 13 stores, the Company has sold five stores for    
an aggregate sales price of approximately $45 million in cash and $15 million   
in marketable securities. The Company anticipates that three additional stores  
will be sold by October 31, 1997 under an existing agreement for one store and  
two agreements expected to be entered into for two stores for an aggregate      
sales price of approximately $26.6 million payable in cash, notes and           
marketable securities. The Company intends to dispose of the remaining five     
stores by December 31, 1997. There can be no assurance that any of the planned  
sales or dispositions will occur.                                               

For further discussion of the store closures and related restructuring, see 
"Item 7--Management's Discussion and Analysis of Results of Operations and      
Financial Condition--Provision for Business Restructuring" in the 1996 Form     
10-K and "Notes to Consolidated Financial Statements (Unaudited) Note 6--       
Restructuring Reserves" in the June 1997 Form 10-Q incorporated herein by       
reference. Unexpected delays in liquidation and closing of asset sales or       
further changes in Company strategy, among other factors, could result in       
charges and reserves previously estimated being inadequate, and future charges  
may be required.                                                                

For additional information with respect to the Company's business, see "Item
1--Business" in the 1996 Form 10-K incorporated herein by reference.            

RECENT DEVELOPMENTS 

On June 26, 1997, the Company organized a new subsidiary, Computer City,    
Inc. ("CCI"), and thereafter conveyed to it certain related assets and          
liabilities of the Company's Computer City division. On July 17, 1997, Eureka   
Venture Partners III LLP, a Texas limited liability partnership ("Eureka"),     
entered into a Stock Purchase Agreement with the Company to acquire 19.9% of    
the outstanding common stock of CCI for a total purchase price of $24.9         
million, payable in cash (1% of the purchase price) and a note (99% of the      
purchase price) issued by Eureka. The note is secured only by the common stock  
of CCI held by Eureka and accordingly a minority interest will not be           
recognized in the Company's financial statements. The note accrues interest at  
8% per annum and is payable on or before July 17, 2002. Pursuant to the terms   
of the Stock Purchase Agreement, Eureka and its principals will provide a new   
senior management team for CCI. This new management team will consist of        
Nathan Morton, CCI Chief Executive Officer and Co-Chairman, Avery More, CCI     
Vice Chairman, and Robert Boutin, CCI Chief Financial Officer, all of whom are  
principals of Eureka. John V. Roach, the Chairman and Chief Executive Officer   
of the Company, will serve as the other Co-Chairman of CCI and as its           
President. Eureka also acquired a warrant to purchase an additional 20.1% of    
the outstanding common stock of CCI for $31.4 million payable in cash (at       
least 10% of the purchase price) and a note (no more than 90% of the purchase   
price) issued by Eureka. This warrant is exercisable upon either the            
attainment of certain financial performance goals by CCI or if and when CCI is  
established as an independent entity.                                           

In connection with the creation of CCI, the Company assigned to CCI, and CCI
assumed the Company's obligations under, a $125 million subordinated note       
payable to Trans World Electronics, Inc., a wholly owned subsidiary of the      
Company. This subordinated note represents certain liabilities of the Company   
allocable to its                                                                

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Computer City division that were assumed by CCI. Also on July 17, 1997, the     
Company provided to CCI a $150 million line of credit expiring on December 31,  
1997. Any amounts borrowed under such line of credit are secured by CCI's       
inventories and accounts receivable.                                            

The Company and Eureka are actively exploring opportunities that could over 
a period of time result in establishing CCI as an independent entity in the     
future by means of one or more transactions. There can be no assurance,         
however, that any such transaction or transactions will occur.                  

If certain financial performance goals are met by CCI and a sale of the     
Company's interest in CCI is effected without the approval of the CCI Board of  
Directors, then Eureka has the option to require the Company to repurchase all  
shares of CCI owned by Eureka and the exercisable but unexercised portion of    
the warrant for certain amounts, as provided in the Stock Purchase Agreement.   
In addition, prior to CCI being established as an independent entity, the       
Company has the right to reacquire all of the shares of CCI owned by Eureka     
and the exercisable but unexercised portion of the warrant upon payment of      
certain amounts, to be determined by defined formulas pursuant to the Stock     
Purchase Agreement.                                                             

USE OF PROCEEDS 

The net proceeds to the Company from the sale of the Notes offered hereby   
are estimated to be approximately $148.3 million after deducting estimated      
underwriting discounts and commissions, and estimated expenses of the           
offering. The Company will use substantially all of the net proceeds to reduce  
its short-term debt consisting of short-term bank debt pursuant to uncommitted  
bank lines of credit and commercial paper which have maturities of less than    
90 days. As of June 30, 1997 these borrowings totaled approximately $445        
million with interest rates ranging between 5.76% and 6.00%. Proceeds from      
these bank borrowings and commercial paper were utilized for inventory          
requirements, Company common stock repurchases and other general corporate      
purposes. Any net proceeds not used to repay short-term debt will be used for   
general corporate purposes. The Company may reborrow short-term bank debt and   
utilize commercial paper borrowings in the future.                              

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CAPITALIZATION  

The following table sets forth the short-term debt and capitalization of the
Company as of June 30, 1997 and as adjusted to reflect the issuance of the      
Notes and the application of the net proceeds therefrom as described under      
"Use of Proceeds". For further discussion of the Company's capitalization       
presented in the schedule below, see the Company's June 1997 Form 10-Q and      
Notes 12 and 17 to the Company's Consolidated Financial Statements in the 1996  
Form 10-K incorporated herein by reference.                                     

                                                                [Download Table]

                                                           JUNE 30, 1997     
                                                        -------------------- 
                                                                      AS     
                                                         ACTUAL    ADJUSTED  
                                                        ---------  --------- 
                                                           (IN MILLIONS)     
                                                                             
Short-term debt (1)...................................  $   449.7  $   301.4 
                                                        =========  ========= 
Current maturities of long-term debt (2) .............  $    33.0  $    33.0 
                                                        =========  ========= 
Long-term debt (3)....................................       77.9       77.9 
  6.95% Notes due 2007 ...............................        --       150.0 
                                                        ---------  --------- 
    Total long-term debt .............................       77.9      227.9 
                                                        ---------  --------- 
Stockholders' equity:                                                        
Preferred stock, no par value, 1.0 million shares au-                        
 thorized:                                                                   
  Series A Junior Participating, 0.1 million shares                          
   authorized                                                                
   and none issued or outstanding ....................        --         --  
  Series B Convertible, 0.1 million shares authorized,                       
   0.1 million shares issued and outstanding (4)......      100.0      100.0 
Common stock, $1.00 par value, 250.0 million shares                          
 authorized,                                                                 
 85.6 million shares issued and outstanding...........       85.6       85.6 
Additional paid-in capital............................      107.2      107.2 
Retained earnings ....................................    2,219.1    2,219.1 
Common stock in treasury, at cost, 32.1 million shares                       
 (5)..................................................   (1,351.2)  (1,351.2)
Other equity (6) .....................................      (45.1)     (45.1)
                                                        ---------  --------- 
    Total stockholders' equity .......................    1,115.6    1,115.6 
                                                        ---------  --------- 
    Total long-term capitalization ...................  $ 1,193.5  $ 1,343.5 
                                                        =========  ========= 

--------                                                                        
(1) Short-term debt consists of $242.5 million of outstanding commercial paper  
supported by a $500.0 million revolving credit facility (under which no 
amounts were outstanding as of June 30, 1997), $202.4 million of        
uncommitted money market borrowings from commercial banks and a $4.8    
million short-term note payable.                                        
(2) Current maturities of long-term debt consists of $20.2 million of medium-   
 term notes payable, $12.3 million associated with the Company's guarantee
of the Tandy Employees Stock Ownership Plan ("TESOP") indebtedness and  
$0.5 million of capitalized lease obligations.                          
(3) Long-term debt consists of $33.8 million associated with the Company's      
 guarantee of TESOP indebtedness (with rates ranging from 6.47% to 9.34%),
$29.0 million of capitalized lease obligations, $6.0 million of medium- 
term notes payable (with rates ranging from 7.25% to 8.63%) and $9.1    
million of other notes payable (with variable interest rates currently  
ranging from 5.10% to 6.63%).                                           
(4) On July 31, 1990, the trustee for the TESOP, now the Tandy Fund, issued     
$100.0 million of Guaranteed TESOP Notes due June 30, 2000 and used the 
proceeds from the sale thereof to purchase 100,000 shares of Series B   
Convertible Preferred Stock from the Company at a price of $1,000 per   
share.                                                                  
(5) The Company currently has authorization to purchase up to 15 million        
  shares, of which approximately 8.2 million shares had been purchased as of
June 30, 1997.                                                          
(6) Other equity consists of "Foreign currency translation effects" and         
"Unearned deferred compensation related to TESOP".                      

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SELECTED CONSOLIDATED FINANCIAL DATA  

The following selected consolidated financial data should be read in        
conjunction with the consolidated financial statements (including the notes     
thereto) included in the 1996 Form 10-K and the June 1997 Form 10-Q, which are  
incorporated herein by reference. The selected consolidated financial data for  
the Company for the six month periods ended June 30, 1997 and 1996 have been    
derived from unaudited interim financial statements of the Company which, in    
the opinion of management, reflect all adjustments (consisting of normal        
recurring adjustments) necessary for a fair presentation of such data.          
Operating results for the six months ended June 30, 1997 are not necessarily    
indicative of the results that may be expected for the fiscal year ending       
December 31, 1997 or for any future periods.                                    

                                                        [Enlarge/Download Table]

                           SIX MONTHS ENDED                                                SIX MONTHS ENDED    YEAR ENDED
                               JUNE 30,              YEAR ENDED DECEMBER 31,               DECEMBER 31, (1)     JUNE 30, 
                           ------------------  ------------------------------------------  ------------------  ----------
                             1997      1996      1996      1995      1994          1993      1992      1991       1992   
                           --------  --------  --------  --------  --------      --------  --------  --------  ----------
                                       (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS AND RATIOS)                        
                                                              (UNAUDITED)                                                
                                                                                                                         
SELECTED OPERATIONS DATA:                                                                                                
Net sales and operating                                                                                                  
 revenues ...............  $2,437.7  $2,799.9  $6,285.5  $5,839.1  $4,943.7      $4,102.6  $2,161.1  $2,031.8   $3,649.3 
Cost of products sold ...   1,540.5    1834.2   4,263.1   3,764.9   3,017.6       2,382.7   1,221.2   1,069.5    1,926.4 
                           --------  --------  --------  --------  --------      --------  --------  --------   -------- 
Gross profit.............     897.2     965.7   2,022.4   2,074.2   1,926.1       1,719.9     939.9     962.3    1,722.9 
Selling, general and                                                                                                     
 administrative .........     747.4     815.4   1,761.1   1,646.5   1,532.7       1,354.7     761.8     730.7    1,342.1 
Depreciation and                                                                                                         
 amortization............      47.2      52.4     108.6      92.0      84.8          79.9      40.0      36.3       74.5 
Interest income .........      (4.9)     (7.5)    (13.0)    (42.3)    (78.6)        (65.5)    (33.3)    (30.6)     (67.4)
Interest expense.........      19.2      16.0      36.4      33.7      30.0          39.7      20.5      24.0       43.2 
Provision for                                                                                                            
 restructuring costs(2)..       --       25.5     162.1       1.1      89.1           --       48.0       --         --  
Impairment of long-lived                                                                                                 
 assets(3) ..............       --       26.0     112.8       --        --            --        --        --         --  
Gain from sale of credit                                                                                                 
 accounts and extended                                                                                                   
 service contracts(4) ...       --        --        --        --      (91.4)          --        --        --         --  
                           --------  --------  --------  --------  --------      --------  --------  --------   -------- 
Income (loss) before                                                                                                     
 income taxes,                                                                                                           
 discontinued operations                                                                                                 
 and cumulative effect of                                                                                                
 change in accounting                                                                                                    
 principle ..............      88.3      37.9    (145.6)    343.2     359.5         311.1     102.9     201.9      330.5 
Provision (benefit) for                                                                                                  
 taxes ..................      34.0      14.1     (54.0)    131.3     135.2         115.5      35.2      73.2      119.8 
                           --------  --------  --------  --------  --------      --------  --------  --------   -------- 
Income (loss) from                                                                                                       
 continuing operations ..      54.3      23.8     (91.6)    211.9     224.3         195.6      67.7     128.7      210.7 
Loss from discontinued                                                                                                   
 operations(5) ..........       --        --        --        --        --         (111.8)    (63.9)     (8.1)     (26.9)
                           --------  --------  --------  --------  --------      --------  --------  --------   -------- 
Income (loss) before                                                                                                     
 cumulative effect of                                                                                                    
 change in accounting                                                                                                    
 principle ..............      54.3      23.8     (91.6)    211.9     224.3          83.8       3.8     120.6      183.8 
Cumulative effect of                                                                                                     
 change in accounting                                                                                                    
 principle(6)............       --        --        --        --        --           13.0       --        --         --  
                           --------  --------  --------  --------  --------      --------  --------  --------   -------- 
Net income (loss) .......  $   54.3  $   23.8  $  (91.6) $  211.9  $  224.3      $   96.8  $    3.8  $  120.6   $  183.8 
                           ========  ========  ========  ========  ========      ========  ========  ========   ======== 
Net income (loss) from                                                                                                   
 continuing operations                                                                                                   
 per average common and                                                                                                  
 common equivalent share.  $   0.92  $   0.34  $  (1.64) $   3.12  $   2.91      $   2.50  $   0.87  $   1.61   $   2.61 
Dividends declared per                                                                                                   
 common share............  $   0.40  $   0.40  $   0.80  $   0.74  $   0.63      $   0.60  $   0.30  $   0.30   $   0.60 
SELECTED BALANCE SHEET                                                                                                   
 DATA:                                                                                                                   
Total assets(7) .........  $2,246.8  $2,648.5  $2,583.4  $2,722.1  $3,243.8      $3,219.1  $3,381.4       N/A   $3,165.2 
Working capital..........  $  542.1  $  958.9  $  746.3  $1,088.3  $1,350.1      $1,128.3  $1,478.0       N/A   $1,556.4 
Total debt(8) ...........  $  560.6  $  481.8  $  362.3  $  330.7  $  382.4      $  574.6  $  708.5       N/A   $  588.6 
Total debt as a % of                                                                                                     
 total capitalization....      33.4%     24.0%     22.3%     17.1%     17.1%         22.8%     27.3%      N/A       23.4%
OTHER DATA:                                                                                                              
Earnings before interest,                                                                                                
 taxes, depreciation and                                                                                                 
 amortization (EBITDA)(9)..$  149.8  $   98.8  $  (13.6) $  426.6  $  395.7      $  365.2  $  130.1  $  231.6   $  380.8 
Ratio of earnings to                                                                                                     
 fixed charges(10).........    2.56      1.69     * (10)     4.22      4.56          3.89      2.83       N/A       3.95 
Net cash provided by                                                                                                     
 operating activities ...  $   26.4  $   39.9  $  307.5  $  673.0  $  268.9      $  322.3  $   13.7       N/A   $  146.8 
Net cash provided (used)                                                                                                 
 by investing activities                                                                                                 
 (11) ...................  $  (51.9) $  (90.8) $ (112.9) $ (180.3) $  236.6 (12) $  (57.5) $  (90.2)      N/A   $ (102.2)
Net cash provided (used)                                                                                                 
 by financing                                                                                                            
 activities(12)............$  (24.7) $   47.5  $ (216.6) $ (554.8) $ (513.1)     $ (164.2) $   82.7       N/A   $ (124.4)

-------                                                                         
(1) In 1992, the Company changed its fiscal year end from June 30 to December   
  31 effective with the six-month transition period ended December 31, 1992.
(2) For further discussion regarding "Provision for restructuring costs", see   
 Note 3 to the Consolidated Financial Statements included in the 1996 Form
10-K incorporated herein by reference.                                  
(3) For further discussion regarding "Impairment of long-lived assets", see     
 Note 4 to the Consolidated Financial Statements included in the 1996 Form
10-K incorporated herein by reference.                                  

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(4) For further discussion regarding "Gain from sale of credit accounts and     
extended service contracts", see Note 6 to the Consolidated Financial   
Statements included in the 1996 Form 10-K incorporated herein by        
reference.                                                              

(5) During 1993, the Company discontinued and disposed of its computer          
manufacturing business, O'Sullivan Industries Inc., Memtek's Product    
Division and the Lika printed circuit board business.                   

(6) The change in 1993 reflected the Company's change in accounting for income  
taxes to comply with Statement of Financial Accounting Standards,       
"Accounting for Income Taxes" ("FAS 109").                              

(7) Includes investment in discontinued operations through December 31, 1993,   
as discussed in (5) above.                                              

(8) Total debt includes short-term debt, current maturities of long-term debt,  
capital leases, TESOP indebtedness and long-term debt.                  

(9) EBITDA consists of earnings before interest income, interest expense,       
income taxes, depreciation and amortization. EBITDA is not a measure of 
financial performance under generally accepted accounting principles and
should not be considered in isolation or as an alternative to net income
as a measure of operating performance or to cash flows from operating   
activities as a measure of liquidity. EBITDA should be considered in    
conjunction with all of the information in the Selected Consolidated    
Financial Data, the Company's Consolidated Financial Statements and the 
Notes thereto prepared in accordance with generally accepted accounting 
 principles and included in the 1996 Form 10-K and the June 1997 Form 10-Q
  incorporated herein by reference. The Company has presented EBITDA because
it is used by certain investors to determine a company's ability to     
service debt.                                                           

(10) Computed using income from continuing operations. For purposes of          
   calculating the ratio of earnings to fixed charges, "earnings" consist of
   income before income taxes plus fixed charges. "Fixed charges" consist of
   interest expense, amortization of debt issuance expenses and discount and
an appropriate portion of rental expense that represents a reasonable 
  approximation of the interest factor (currently deemed to be one third).
 Earnings before income taxes were not sufficient to cover fixed charges
during 1996 by approximately $145.6 million.                          

(11) Includes cash used for additions to property, plant and equipment, cash    
provided by proceeds from the sales of property, plant and equipment, 
 proceeds from the sale of divested operations, proceeds from payment on
AST note and cash used or provided by other investing activities. Net 
   cash provided by investing activities during 1994 primarily includes cash
used for additions to property, plant and equipment of $180.5 million,
   cash provided by proceeds from the sales of property, plant and equipment
of $56.4 million and proceeds from the sale of divested operations of 
$359.0 million.                                                       

(12) Includes cash used for purchases of treasury stock and payment of          
dividends; includes cash provided by sales of treasury stock to the   
employee stock purchase program, proceeds from the exercise of stock  
options and, in the fiscal year ended June 30, 1992, issuance of      
 preferred stock. Also includes cash provided (used) by changes in debt.

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DESCRIPTION OF NOTES  

The following description of the particular terms of the Notes offered      
hereby (referred to in the accompanying Prospectus as the "Debt Securities")    
supplements, and to the extent inconsistent therewith replaces, the             
description of the general terms and provisions of the Debt Securities set      
forth in the accompanying Prospectus, to which description reference is hereby  
made. Capitalized terms not defined herein have the meanings assigned to such   
terms in the Prospectus.                                                        

GENERAL                                                                         

The Notes offered hereby will be limited to $150,000,000 aggregate principal
amount and will mature on September 1, 2007. The Notes are not entitled to a    
sinking fund. Interest at the applicable annual rate set forth on the cover     
page of this Prospectus Supplement will be payable semiannually on September 1  
and March 1, commencing March 1, 1998, to the persons in whose names the Notes  
are registered at the close of business on August 15 or February 15, as the     
case may be, preceding such interest payment date. Interest on the Notes will   
accrue from August 19, 1997 or from the most recent interest payment date to    
which interest has been paid or provided for to, but excluding, the next        
interest payment date. The Notes constitute a separate series of Debt           
Securities under the Indenture described in the Prospectus and will be issued   
in denominations of $1,000 and integral multiples thereof.                      

The Notes will be unsecured and will rank on a parity with each other and   
with approximately $561,000,000 of unsecured and unsubordinated indebtedness    
of the Company.                                                                 

The Indenture does not contain any covenants or provisions that would afford
Note holders protection in the event of a highly leveraged transaction.         

The Indenture does not contain any covenants or provisions that would afford
Note holders protection in the event of a change in control of the Company.     

The Notes may not be redeemed prior to maturity.                            

The provisions described in the Prospectus under "Description of Debt       
Securities--Defeasance" will be applicable to the Notes.                        

BOOK-ENTRY PROCEDURES                                                           

The Notes will be issued in the form of one or more fully registered Global 
Securities (the "Global Securities"), which will be deposited with, or on       
behalf of, The Depository Trust Company, New York, New York (the                
"Depositary"), and registered in the name of the Depositary's nominee. Except   
as set forth below, the Global Securities may be transferred, in whole or in    
part, only to another nominee of the Depositary or to a successor of the        
Depositary or its nominee.                                                      

The Depositary has advised the Company and the Underwriters as follows: The 
Depositary is a limited-purpose trust company that was created to hold          
securities for its participating organizations (the "Participants") and to      
facilitate the clearance and settlement of securities transactions between      
Participants in such securities through electronic book-entry changes in        
accounts of its Participants. Participants include securities brokers and       
dealers (including certain of the Underwriters), banks (including the Trustee)  
and trust companies, clearing corporations and certain other organizations.     
Access to the Depositary's system is also available to others such as banks,    
brokers, dealers and trust companies that clear through or maintain a           
custodial relationship with a Participant, either directly or indirectly        
("indirect participants"). Persons who are not Participants may beneficially    
own securities held by the Depositary only through Participants or indirect     
participants.                                                                   

Pursuant to procedures established by the Depositary, (i) upon issuance of  
the Notes by the Company, the Depositary will credit the accounts of            
Participants designated by the Underwriters with the principal amounts of       

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the Notes purchased by the Underwriters, and (ii) ownership of beneficial       
interests in the Global Securities will be shown on, and the transfer of that   
ownership will be effected only through, records maintained by the Depositary   
(with respect to the Participants' interests), the Participants and the         
indirect participants. The laws of some states require that certain persons     
take physical delivery in definitive form of securities that they own.          
Consequently, the ability to transfer beneficial interests in the Global        
Securities is limited to such extent.                                           

So long as a nominee of the Depositary is the registered owner of the Global
Securities, such nominee for all purposes will be considered the sole owner or  
holder of the corresponding Notes under the Indenture. Except as provided       
below, owners of beneficial interests in the Global Securities will not be      
entitled to have Notes registered in their names, will not receive or be        
entitled to receive physical delivery of Notes in definitive form, and will     
not be considered the owners or holders thereof under the Indenture.            

The Trustee, any Paying Agent and the Security Registrar will not have any  
responsibility or liability for any aspect of the records relating to or        
payments made on account of beneficial ownership interests in the Global        
Securities, or for maintaining, supervising or reviewing any records relating   
to such beneficial ownership interests.                                         

Principal and interest payments on the Notes registered in the name of the  
Depositary's nominee will be made by the Trustee to the Depositary's nominee    
as the registered owner of the Global Securities. Under the terms of the        
Indenture, the Company and the Trustee will treat the persons in whose names    
the Notes are registered as the owners of such Notes for the purpose of         
receiving payment of principal and interest on the Notes and for all other      
purposes whatsoever. Therefore, neither the Company, the Trustee nor any        
Paying Agent has any direct responsibility or liability for the payment of      
principal or interest on the Notes to owners of beneficial interests in the     
Global Securities. The Depositary has advised the Company and the Trustee that  
its present practice is, upon receipt of any payment of principal or interest,  
to immediately credit the accounts of the Participants with such payment in     
amounts proportionate to their respective holdings in principal amount of       
beneficial interests in the Global Securities as shown on the records of the    
Depositary. Payments by Participants and indirect participants to owners of     
beneficial interests in the Global Securities will be governed by standing      
instructions and customary practices, as is now the case with securities held   
for the accounts of customers in bearer form or registered in "street name"     
and will be the responsibility of the Participants or indirect participants.    

If the Depositary is at any time unwilling or unable to continue as         
depositary and a successor depositary is not appointed by the Company within    
90 days, the Company will issue Notes in definitive form in exchange for the    
Global Securities. In addition, the Company may at any time determine not to    
have the Notes represented by Global Securities and, in such event, will issue  
Notes in definitive form in exchange for the Global Securities. In either       
instance, an owner of a beneficial interest in the Global Securities will be    
entitled to have Notes equal in principal amount to such beneficial interest    
registered in its name and will be entitled to physical delivery of such Notes  
in definitive form. Notes so issued in the definitive form will be issued in    
denominations of $1,000 and integral multiples thereof and will be issued in    
registered form only, without coupon.                                           

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UNDERWRITING  

Subject to the terms and conditions set forth in the Underwriting Agreement 
and the applicable Terms Agreement, each dated August 14, 1997, the Company     
has agreed to sell to each of the Underwriters named below, for whom Bear,      
Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,         
Salomon Brothers Inc and Rauscher Pierce Refsnes, Inc. are acting as            
representatives (the "Representatives"), and each of the Underwriters has       
severally agreed to purchase, the principal amount of the Notes set forth       
opposite its name below:                                                        

                                                                [Download Table]

                                                             PRINCIPAL AMOUNT
                        UNDERWRITER                              OF NOTES    
                        -----------                          ----------------
                                                                             
Bear, Stearns & Co. Inc. ...................................   $ 40,000,000  
Merrill Lynch, Pierce, Fenner & Smith Incorporated .........     40,000,000  
Salomon Brothers Inc........................................     40,000,000  
Rauscher Pierce Refsnes, Inc. ..............................     18,000,000  
BancAmerica Securities, Inc.................................      6,000,000  
Citicorp Securities, Inc....................................      6,000,000  
                                                               ------------  
  Total.....................................................   $150,000,000  
                                                               ============  

Under the terms and conditions of the Underwriting Agreement and the        
applicable Terms Agreement, the Underwriters are obligated to take and pay for  
all of the Notes, if any are taken.                                             

The Underwriters propose to offer the Notes in part directly to the public  
at the initial public offering price set forth on the cover page of this        
Prospectus Supplement, and in part to certain securities dealers at such price  
less a concession of 0.40% of the principal amount of the Notes. The            
Underwriters may allow, and such dealers may reallow, a concession not in       
excess of 0.25% of the principal amount of the Notes to certain brokers and     
dealers.                                                                        

After the Notes are released for sale to the public, the offering price and 
other selling terms may from time to time be varied by the Representatives.     

The Notes are a new issue of securities with no established trading market. 
The Company has been advised by the Underwriters that they currently intend to  
make a market in the Notes, although the Underwriters are not obligated to do   
so and may discontinue such market making at any time without notice.           
Accordingly, no assurance can be given as to the liquidity of, or the trading   
market for, the Notes.                                                          

In order to facilitate the offering, certain persons participating in the   
offering may engage in transactions that stabilize, maintain or otherwise       
affect the price of the Notes during and after the offering. Specifically, the  
Underwriters may over-allot or otherwise create a short position in the Notes   
for their own account by selling more Notes than have been sold to them by the  
Company. The Underwriters may elect to cover any such short position by         
purchasing Notes in the open market. In addition, such persons may stabilize    
or maintain the price of the Notes by bidding for or purchasing Notes in the    
open market and may impose penalty bids, under which selling concessions        
allowed to syndicate members or other broker-dealers participating in the       
offering are reclaimed if Notes previously distributed in the offering are      
repurchased in connection with stabilization transactions or otherwise. The     
effect of these transactions may be to stabilize or maintain the market price   
of the Notes at a level above that which might otherwise prevail in the open    
market. The imposition of a penalty bid may also affect the price of the Notes  
to the extent that it discourages resales thereof. No representation is made    
as to the magnitude or effect of any such stabilization or other transactions.  
Such transactions, if commenced, may be discontinued at any time.               

In the ordinary course of their respective businesses, certain of the       
Underwriters and their affiliates have provided, and may in the future          
provide, investment banking or commercial banking services to the Company and   
certain of its affiliates.                                                      

The Company has agreed to indemnify the Underwriters against certain        
liabilities, including liabilities under the Securities Act of 1933, as         
amended.                                                                        

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PROSPECTUS                                                                      

TANDY CORPORATION 

DEBT SECURITIES 

Tandy Corporation ("Tandy" or the "Company") may offer from time to time in 
one or more series its debt securities (the "Debt Securities") having an        
aggregate initial public offering price or purchase price of up to U.S.         
$300,000,000, or the equivalent thereof in one or more foreign currencies or    
composite currencies, including European Currency Units ("ECU"), each series    
of which will be offered on terms to be determined at the time of sale. Debt    
Securities may be sold for U.S. dollars, or for one or more foreign or          
composite currencies, and the principal of (and premium, if any) and any        
interest on any Debt Securities may likewise be payable in U.S. dollars or in   
one or more foreign or composite currencies.                                    

Debt Securities of a series may be issuable as individual securities in     
registered form without coupons or as one or more global securities in          
registered form (each a "Global Security").                                     

The terms of the Debt Securities, including, where applicable, the specific 
designation, aggregate principal amount, currency, denominations, maturity,     
premium, rate (which may be fixed or floating) and time of payment of           
interest, terms for redemption at the option of the Company or the holder,      
terms for sinking fund payments, the initial public offering price and other    
terms in connection with the offering and sale of the Debt Securities in        
respect of which this Prospectus is being delivered are set forth in the        
accompanying Prospectus Supplement (the "Prospectus Supplement").               

----------------  

THESE SECURITIES HAVE  NOT BEEN APPROVED OR DISAPPROVED BY  THE SECURITIES AND  
EXCHANGE  COMMISSION  OR  ANY  STATE   SECURITIES  COMMISSION  NOR  HAS  THE  
SECURITIES AND  EXCHANGE  COMMISSION  OR ANY  STATE  SECURITIES COMMISSION  
PASSED   UPON  THE   ACCURACY  OR   ADEQUACY  OF   THIS  PROSPECTUS.   ANY  
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE                      

----------------  

The Debt Securities may be sold through underwriting syndicates represented 
by managing underwriters, by underwriters without a syndicate, through agents   
designated from time to time, or directly to institutional purchasers. Any      
such managing underwriters, underwriters or agents may include Bear, Stearns &  
Co. Inc., Merrill Lynch & Co., Salomon Brothers Inc and Rauscher Pierce         
Refsnes, Inc. The names of any underwriters or agents of the Company involved   
in the sale of the Debt Securities in respect of which this Prospectus is       
being delivered and any applicable commissions or discounts are set forth in    
the Prospectus Supplement. The net proceeds to the Company from such sale are   
also set forth in the Prospectus Supplement.                                    

The date of this Prospectus is August 6, 1997.  

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AVAILABLE INFORMATION 

The Company is subject to the informational requirements of the Securities  
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance        
therewith files reports and other information with the Securities and Exchange  
Commission (the "Commission"). Such reports and other information can be        
accessed through the Commission's web site at (http://www.sec.gov) and also     
can be inspected and copied at the public reference facilities maintained by    
the Commission at Room 1024, Judiciary Plaza, N.W. Washington, D.C. 20549 and   
at the following regional offices: Citicorp 500 W. Madison, Suite 1400,         
Chicago, Illinois 60611 and Seven World Trade Center, 13th Floor, New York,     
New York 10048. Copies of such material can be obtained from the Public         
Reference Section of the Commission at 450 Fifth Street, N.W, Washington, D.C.  
20549 at prescribed rates. Reports and other information concerning the         
Company also can be inspected at the offices of the New York Stock Exchange,    
20 Broad Street, New York, New York 10005.                                      

The Company has filed with the Commission a registration statement on Form  
S-3 (File No. 333-27297; together with all amendments and exhibits, the         
"Registration Statement") under the Securities Act of 1933, as amended. This    
Prospectus does not contain all the information set forth in the Registration   
Statement, certain parts of which are omitted in accordance with the rules and  
regulations of the Commission. For further information, reference is hereby     
made to the Registration Statement.                                             

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

Incorporated herein by reference (File No. 1-5571) is the Company's Annual  
Report on Form 10-K for the fiscal year ended December 31, 1996, the Company's  
Current Report on Form 8-K filed on January 22, 1997 and the Company's          
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1997     
and the Company's Current Report on Form 8-K filed on July 21, 1997.            

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 
15(d) of the Exchange Act after the date hereof and prior to the termination    
of the offering of the Debt Securities shall be deemed to be incorporated by    
reference in this Prospectus and made a part hereof from the date of filing of  
such documents. Any statement contained in a document incorporated or deemed    
to be incorporated by reference in this Prospectus shall be deemed to be        
modified or superseded for purposes of this Prospectus to the extent that a     
statement contained herein or in any other subsequently filed document which    
also is or is deemed to be incorporated by reference herein or in the           
accompanying Prospectus Supplement modifies or supersedes such statement. Any   
such statement so modified or superseded shall not be deemed, except as so      
modified or superseded, to constitute a part of this Prospectus.                

THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY       
BENEFICIAL OWNER, TO WHOM A PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL       
REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED      
HEREIN BY REFERENCE (OTHER THAN EXHIBITS TO SUCH DOCUMENTS THAT ARE NOT         
SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS). WRITTEN REQUESTS     
SHOULD BE DIRECTED TO THE CORPORATE SECRETARY, TANDY CORPORATION, 100           
THROCKMORTON STREET, SUITE 1800, FORT WORTH, TEXAS 76102. TELEPHONE REQUESTS    
MAY BE DIRECTED TO (817) 390-3021.                                              

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THE COMPANY 

Tandy is a leading marketer of consumer electronics with a broad retail     
distribution system. The Company is engaged in marketing products in such       
diverse technologies as audio, video, telephony and personal computers. Tandy   
markets its products primarily in the United States. The retail distribution    
system is comprised of the RadioShack and Computer City store chains.           
RadioShack distributes primarily private label electronic parts and             
accessories, audio/visual equipment, digital satellite systems, personal        
computers, cellular and conventional telephones, as well as specialized         
products such as scanners, electronic toys and hard-to-find batteries. The      
Computer City chain operates primarily as a "supercenter" format featuring      
many name brand computers, software and related products.                       

Tandy's principal executive offices are located at 100 Throckmorton Street, 
Suite 1800, Fort Worth, Texas 76102. Tandy's mailing address is 100             
Throckmorton Street, Suite 1800, P.O. Box 17180, Fort Worth, Texas 76102 and    
its telephone number is (817) 390-3700.                                         

USE OF PROCEEDS 

Except as may be stated otherwise in the applicable Prospectus Supplement,  
the net proceeds to be received by the Company from the sale of Debt            
Securities will be added to its general corporate funds and may be used to      
reduce long-term or short-term borrowings, for acquisitions or for other        
business opportunities. Although the Company regularly evaluates the            
advisability of making business acquisitions or investments, it currently has   
no understandings or agreements for any specific acquisition or investment.     

RATIOS OF EARNINGS TO FIXED CHARGES 

The ratios of earnings to fixed charges of the Company on a consolidated    
basis for the periods indicated were as follows:                                

                                                                [Download Table]

                         THREE MONTHS                        SIX MONTHS      YEAR  
                             ENDED     YEAR ENDED DECEMBER      ENDED       ENDED  
                           MARCH 31,           31,         DECEMBER 31,(1) JUNE 30,
                         ------------- ------------------- --------------- --------
                          1997   1996  1996 1995 1994 1993      1992         1992  
                         ------ ------ ---- ---- ---- ---- --------------- --------
                                                                                   
Ratio of earnings to                                                               
 fixed charges..........   2.47   1.85 (2)  4.22 4.56 3.89      2.83         3.95  

--------                                                                        
(1) In 1992, the Company changed its fiscal year end from June 30 to December   
  31 effective with the six-month transition period ended December 31, 1992.
(2) Earnings before income taxes were not sufficient to cover fixed charges     
during 1996 by approximately $145.6 million.                            

For purposes of calculating the ratio of earnings to fixed charges,         
"earnings" consist of income before income taxes plus fixed charges. "Fixed     
charges" consist of interest expense, amortization of debt issuance expenses    
and discount and an appropriate portion of rental expense that represents a     
reasonable approximation of the interest factor (currently deemed to be one     
third).                                                                         

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DESCRIPTION OF DEBT SECURITIES  

The following description of the terms of the Debt Securities sets forth    
certain general terms and provisions of the Debt Securities offered by any      
Prospectus Supplement and the extent, if any, to which such general provisions  
may apply to the Debt Securities so offered will be described in the            
Prospectus Supplement relating to such Debt Securities.                         

The Debt Securities are to be issued under an Indenture dated as of May 1,  
1997 between the Company and The Chase Manhattan Bank, as trustee (the          
"Trustee"), as supplemented from time to time by supplemental indentures        
and/or modified from time to time by resolutions of the Board of Directors of   
the Company as provided in Section 301 of such indenture (such indenture as so  
supplemented and/or modified being hereinafter referred to as the               
"Indenture"). A copy of the form of Indenture has been filed as an exhibit to   
the Registration Statement. The following summaries of certain provisions of    
the Indenture and the Debt Securities are not complete and are qualified in     
their entirety by reference to the provisions of the Indenture. Numerical       
references in parentheses are to sections in the Indenture, and unless          
otherwise indicated capitalized terms have the meanings given them in the       
Indenture.                                                                      

GENERAL                                                                         

The Indenture does not limit the aggregate principal amount of Debt         
Securities that may be issued from time to time in series. (Section 301)        

The Debt Securities will be unsecured obligations of the Company and will   
rank on a parity with all other unsecured and unsubordinated indebtedness of    
the Company.                                                                    

The Indenture does not contain any covenants or provisions that would afford
debt holders protection in the event of a highly leveraged transaction.         

The Indenture does not contain any covenants or provisions that would afford
holders of Debt Securities protection in the event of a change in control of    
the Company.                                                                    

Reference is made to the Prospectus Supplement relating to the particular   
series of Debt Securities offered thereby for a description of the terms of     
such Debt Securities in respect of which this Prospectus is being delivered,    
including, where applicable: (i) the title of such Debt Securities; (ii) any    
limit on the aggregate principal amount of such Debt Securities; (iii) the      
price (expressed as a percentage of the aggregate principal amount thereof) at  
which such Debt Securities will be issued; (iv) the date or dates on which the  
principal of such Debt Securities is payable; (v) the currency of denomination  
of such Debt Securities, which may be U. S. dollars or any other currency or    
any composite currency, including ECU; (vi) the designation of the currency or  
currencies in which payment of the principal of (and premium, if any) and any   
interest on such Debt Securities will be made, and the designation, if any of   
the currency or currencies in which payment of the principal of (and premium,   
if any) or any interest on such Debt Securities, at the election of a Holder    
thereof, may also be payable; (vii) if the amount of payments of principal of   
(and premium, if any) or interest on the Debt Securities of the series may be   
determined with reference to an index based on a currency or currencies other   
than that in which the Debt Securities are denominated or designated to be      
payable, the manner in which such amounts shall be determined; (viii) if the    
payments of principal of (and premium, if any) or interest on the Debt          
Securities of the series are to be made in a Foreign Currency other than the    
Foreign Currency in which such Debt Securities are denominated, the manner in   
which the exchange rate with respect to such payments shall be determined;      
(ix) if the Debt Securities of such series are to be denominated or payable in  
a currency other than dollars, the designation of the initial Exchange Rate     
Agent; (x) the rate or rates (which may be fixed or floating), if any, at       
which such Debt Securities will bear interest, the date or dates from which     
such interest will accrue, the dates on which such interest will be payable,    
and the record date for the interest payable on any interest payment date;      
(xi) whether such Debt Securities are to be issued in whole or in part in the   
form of one or more Global Securities and, if so, the identity of the           
Depositary (as defined below) for such Global Security or Securities; (xii)     
the terms and conditions, if any, on which such Debt Securities may be          
redeemed by the Company; (xiii) the obligation, if any, of the Company to       
redeem, repay or purchase such Debt Securities pursuant to any sinking fund or  
at the option of a Holder thereof, and the terms and conditions on which such   
Debt Securities shall be redeemed, repaid                                       

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or purchased pursuant to such obligation; (xiv) any additional Events of        
Default or restrictive covenants provided for with respect to such Debt         
Securities; (xv) if other than denominations of $1,000 and any integral         
multiple thereof, the denominations in which Debt Securities of the series      
shall be issuable; (xvi) the place or places, if any, in addition to or other   
than the office or agency of the Company in the Borough of Manhattan, the City  
and State of New York, where the principal of (and premium, if any) and         
interest on Debt Securities of the series shall be payable; (xvii) if other     
than the principal amount thereof, the portion of the principal amount of Debt  
Securities of the series which shall be payable upon declaration of             
acceleration of the maturity thereof; (xviii) provisions, if any, for the       
defeasance of Debt Securities of the series; and (xix) any other terms not      
inconsistent with the Indenture, including any terms which may be required by   
or advisable under United States laws or regulations or advisable in            
connection with the marketing of such Debt Securities. (Section 301)            

Unless otherwise indicated in the Prospectus Supplement, the Debt Securities
will be issued only in fully registered form without coupons or in the form of  
one or more Global Securities, as described below under "Global Securities."    
Debt Securities will be issued in denominations of $1,000 or any integral       
multiple thereof unless otherwise provided in the applicable Prospectus         
Supplement. (Section 302) The Prospectus Supplement relating to a series of     
Debt Securities denominated in a composite currency or any currency other than  
U. S. dollars will specify the denominations thereof.                           

One or more series of Debt Securities may be sold at a substantial discount 
below their stated principal amount, bearing no interest or interest at a rate  
which at the time of issuance is below market rates. One or more series of      
Debt Securities may be floating rate debt securities which are exchangeable     
for fixed rate debt securities. Federal income tax consequences and special     
considerations applicable to any such series will be described in the           
Prospectus Supplement relating thereto.                                         

The principal of (and premium, if any) and any interest on Debt Securities  
shall be payable at the Place or Places of Payment designated for such Debt     
Securities, provided that payment of interest on registered Debt Securities     
may be made at the option of the Company by check mailed to the registered      
Holders thereof or, if so provided in the applicable Prospectus Supplement, at  
the option of the Holder by wire transfer to an account designated by such      
Holder in writing to the Trustee. (Sections 307 and 1002)                       

Debt Securities (other than Global Securities) may be presented for         
exchange, and registered Debt Securities may be presented for transfer, in the  
manner, at the places, and subject to the restrictions set forth in the         
Indenture and the Debt Securities and described in the applicable Prospectus    
Supplement. No service charge will be made for any transfer or exchange of the  
Debt Securities, but the Company may require payment of a sum sufficient to     
cover any tax or other governmental charge payable in connection therewith.     
(Section 305)                                                                   

GLOBAL SECURITIES                                                               

The Debt Securities of a series may be issued in whole or in part in the    
form of one or more fully registered Global Securities that will be deposited   
with, or on behalf of, a depositary (the "Depositary") identified in the        
Prospectus Supplement relating to such series. Unless and until it is           
exchanged in whole or in part for Debt Securities in definitive registered      
form, a Global Security may not be transferred except as a whole by the         
Depositary for such Global Security to a nominee of such Depositary or by a     
nominee of such Depositary to such Depositary or another nominee of such        
Depositary or by such Depositary or any such nominee to a successor of such     
Depositary or a nominee of such successor. (Sections 303 and 305)               

The specific terms of the Depositary arrangement with respect to any Debt   
Securities of a series will be described in the Prospectus Supplement relating  
to such series. The Company anticipates that the following provisions will      
apply to all Depositary arrangements.                                           

Upon the issuance of a Global Security, the Depositary for such Global      
Security will credit, on its book-entry registration and transfer system, the   
respective principal amounts of the Debt Securities represented by such Global  
Security to the accounts of persons that have accounts with such Depositary     
("participants"). The                                                           

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accounts to be credited shall be designated by the underwriters or agents with  
respect to such Debt Securities or by the Company if such Debt Securities are   
offered and sold directly by the Company. Ownership of beneficial interests in  
a Global Security will be limited to participants or persons that may hold      
interests through participants. Ownership of participant's interests in a       
Global Security will be shown on, and the transfer of that ownership will be    
effected only through, records maintained by the Depositary for such Global     
Security. Ownership of beneficial interests in a Global Security will be shown  
on, and the transfer of that ownership will be effected only through, records   
maintained by participants or persons that hold through participants. The laws  
of some states require that certain purchasers of securities take physical      
delivery of such securities in definitive form. Such limits and such laws may   
impair the ability to transfer beneficial interests in a Global Security.       

So long as the Depositary for a Global Security, or its nominee, is the     
registered owner of such Global Security, such Depositary or such nominee, as   
the case may be, will be considered the sole owner or holder of the Debt        
Securities represented by such Global Security for all purposes under the       
Indenture. Except as set forth below, owners of beneficial interests in a       
Global Security will not be entitled to have Debt Securities of the series      
represented by such Global Security registered in their names, will not         
receive or be entitled to receive physical delivery of Debt Securities of such  
series in definitive form and will not be considered the owners or holders      
thereof under the Indenture.                                                    

Principal, premium, if any, and any interest payments on Debt Securities    
registered in the name of a Depositary or its nominee will be made to the       
Depositary or its nominee, as the case may be, as the registered owner of a     
Global Security representing such Debt Securities. None of the Company, the     
Trustee, any Paying Agent or the Security Registrar for such Debt Securities    
will have any responsibility or liability for any aspect of the records         
relating to or payments made on account of beneficial ownership interests in    
the Global Security or Securities for such Debt Securities or for maintaining,  
supervising or reviewing any records relating to such beneficial ownership      
interests. (Section 308)                                                        

The Company expects that the Depositary for a series of Debt Securities,    
upon receipt of any payment of principal, premium or interest, will credit      
immediately participants' accounts with payments in amounts proportionate to    
their respective beneficial interests in the principal amount of the Global     
Security or Securities for such Debt Securities as shown on the records of      
such Depositary. The Company also expects that payments by participants to      
owners of beneficial interests in such Global Security or Securities held       
through such participants will be governed by standing instructions and         
customary practices, as is now the case with securities held for the accounts   
of customers in bearer form or registered in "street name," and will be the     
responsibility of such participants.                                            

If a Depositary for a series of Debt Securities is at any time unwilling or 
unable to continue as Depositary and a successor Depositary is not appointed    
by the Company within ninety days, the Company will issue Debt Securities of    
such series in definitive form in exchange for the Global Security or           
Securities representing such series of Securities. In addition, the Company     
may at any time and in its sole discretion determine not to have the Debt       
Securities of a series represented by one or more Global Securities and, in     
such event, will issue Debt Securities of such series in definitive form in     
exchange for the Global Security or Securities representing such series of      
Debt Securities. (Section 305)                                                  

Further, if the Company so specifies with respect to the Debt Securities of 
a series, an owner of a beneficial interest in a Global Security representing   
Debt Securities of such series may, on terms acceptable to the Company,         
receive Debt Securities of such series in definitive form. In any such          
instance, an owner of a beneficial interest in a Global Security will be        
entitled to have Debt Securities of the series represented by such Global       
Security equal in principal amount to such beneficial interest registered in    
its name and will be entitled to physical delivery of such Debt Securities in   
definitive form. Debt Securities of such series so issued in definitive form    
will, except as set forth in the applicable Prospectus Supplement, be issued    
in denominations of $1,000 and integral multiples thereof and will be issued    
in registered form only without coupons. (Sections 302 and 305)                 

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RESTRICTIVE COVENANTS                                                           

Limitation on Liens. The Indenture provides that the Company may not, and   
may not permit any Subsidiary to, create, incur, assume or suffer to exist any  
Lien upon any Operating Property or Operating Asset, whether owned at the date  
of the Indenture or thereafter acquired, to secure any Indebtedness, without    
making effective provision whereby the Debt Securities of each series then      
Outstanding (together with, if the Company shall so determine, any other        
Indebtedness of the Company or any Subsidiary then existing or thereafter       
created which is not subordinate to the Debt Securities of each series then     
Outstanding) shall be secured by such Lien equally and ratably with (or prior   
to) any and all other Indebtedness thereby secured, so long as such             
Indebtedness shall be so secured, unless, after giving effect thereto, the      
aggregate amount of all such Indebtedness secured by Liens, together with all   
Attributable Debt of the Company and its Subsidiaries in respect of Sale and    
Lease-Back Transactions (other than Sale and Lease-Back Transactions permitted  
by clauses (2), (3) and (4) under "Limitation on Sales and Lease-Backs" below)  
would not exceed the greater of (i) 10% of Consolidated Net Tangible Assets of  
the Company or (ii) $140,000,000; provided, however, that the foregoing         
restriction shall not apply to Indebtedness secured solely by: (i) Liens on     
any property existing at the time of acquisition thereof by the Company or a    
Subsidiary (subject to certain limitations); (ii) Liens on property of a        
corporation existing at the time such corporation is merged into or             
consolidated with the Company or a Subsidiary or otherwise becomes a            
Subsidiary of the Company or at the time of a sale, lease or other disposition  
of the properties of such corporation (or a division thereof) as an entirety    
or substantially as an entirety to the Company or a Subsidiary (subject to      
certain limitations); (iii) Liens securing Indebtedness of a wholly-owned       
Subsidiary to the Company or to another wholly-owned Subsidiary; (iv) Liens on  
property to secure all or part of the cost of acquiring, substantially          
repairing or altering, constructing, developing or substantially improving      
such property, or to secure Indebtedness incurred to provide funds for any      
such purpose (subject to certain limitations); (v) Liens in favor of the        
United States of America or any State thereof, or any department, agency or     
instrumentality or political subdivision of the United States of America or     
any state thereof, to secure partial progress, advance or other payments        
pursuant to any contract or statute or to secure any indebtedness incurred for  
the purpose of financing all or any part of the purchase price or the cost of   
constructing or improving the property subject to such Liens; (vi) Liens        
incurred or assumed in connection with an issuance of revenue bonds the         
interest on which is exempt from federal income tax pursuant to Section 103     
and related Sections of the Internal Revenue Code of 1986, as amended; (vii)    
Liens on customer and other accounts receivable owned by the Company or any     
Subsidiary; and (viii) any extension, renewal or replacement (or successive     
extensions, renewals or replacements), in whole or in part, of any Lien         
referred to in the foregoing clauses (i) to (vii), inclusive, subject to        
certain limitations. (Section 1008)                                             

Limitation on Sales and Lease-Backs. The Indenture provides that the Company
may not, nor may it permit any Subsidiary to, enter into any Sale and Lease-    
Back Transactions with respect to any Operating Property or Operating Asset     
more than 360 days after the later of (i) the completion of the acquisition,    
substantial repair or alteration, construction, development or substantial      
improvement of such Operating Property or Operating Asset; (ii) the placing in  
operation of such Operating Property or Operating Asset or (iii) the placing    
in operation of such Operating Property or Operating Asset as so substantially  
repaired or altered, constructed, developed or substantially improved. This     
covenant shall not apply to any Sale and Lease-Back Transaction with respect    
to any Operating Property or Operating Asset (1) if the Company or such         
Subsidiary could issue, assume or guarantee Indebtedness secured by a Lien on   
the property to be leased back in an amount equal to the Attributable Debt      
with respect to such Sale and Lease-Back Transaction without equally and        
ratably securing the Outstanding Debt Securities of each series; (2) solely     
between the Company and a wholly-owned Subsidiary or between wholly-owned       
Subsidiaries of the Company; (3) if the terms of such Sale and Lease-Back       
Transaction have been determined by the Company's Board of Directors to be      
fair and arms' length and, within 360 days after the receipt of the proceeds    
of such Sale and Lease-Back Transaction, the Company or any of its              
Subsidiaries applies an amount equal to the greater of the net proceeds of      
such Sale and Lease-Back Transaction or the fair value of such Operating        
Property or Operating Asset at the time of such Sale and Lease-Back             
Transaction to (x) the prepayment or retirement (other than any mandatory       
prepayment or retirement) of Indebtedness not then due within one year of the   
Company or any of its Subsidiaries (other than Indebtedness of a wholly-owned   
Subsidiary                                                                      

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to the Company or to another wholly-owned Subsidiary) or (y) the making of      
capital expenditures incurred to purchase, construct or improve property used   
in ordinary course of business of the Company or any of its Subsidiaries; or    
(4) to the extent the Company transfers or sells all or part of its nine block  
corporate headquarters complex and parking lots in existence on the date of     
the Indenture, and any additions thereto, or all or part of any of its 12       
regional distribution centers in existence on the date of the Indenture, and    
any additions thereto, in a transaction (including but not limited to the       
formation of a partnership) in which the Company (x) receives an interest       
equal in value (as determined in good faith by the Board of Directors and set   
forth in an Officers' Certificate delivered to the Trustee) to the value of     
any property so transferred or sold and (y) enters into a lease providing the   
Company with the continued use of such property. (Section 1007)                 

Certain Definitions. "Attributable Debt" means, as to any particular lease  
under which the Company or a Subsidiary is at the time liable, at any date as   
of which the amount thereof is to be determined, the total net amount of rent   
required to be paid by such Person under such lease during the remaining term   
thereof, discounted from the respective due dates thereof to such date at the   
rate of 10% per annum compounded annually. The net amount of rent required to   
be paid under any such lease for any such period shall be the amount of the     
rent payable by the lessee with respect to such period, after excluding         
amounts required to be paid on account of maintenance and repairs, insurance,   
taxes, assessments, water rates and similar charges.                            

"Consolidated Net Tangible Assets" means the total of all the assets        
appearing on the consolidated balance sheet of the Company and its              
Subsidiaries, less the following: (i) current liabilities, including            
liabilities for indebtedness maturing more than 12 months from the date of the  
original creation thereof but maturing within 12 months from the date of        
determination; (ii) reserves for depreciation and other asset valuation         
reserves; and (iii) intangible assets including, but without limitation, such   
items as goodwill, trademarks, trade names, patents and unamortized debt        
discount and expense carried as an asset on said balance sheet.                 

"Indebtedness" means with respect to any Person, at any time, without       
duplication, (i) all obligations of such Person for borrowed money, (ii) all    
obligations of such Person evidenced by bonds, debentures, notes or other       
similar instruments, (iii) all obligations of such Person upon which interest   
charges are customarily paid (other than accounts payable incurred in the       
ordinary course of business), (iv) all obligations of such Person under         
conditional sale or other title retention agreements relating to property       
purchased by such Person, (v) all obligations of such Person issued or assumed  
as the deferred purchase price of property (other than accounts payable         
incurred in the ordinary course of business), (vi) all Capital Lease            
Obligations of such Person, (vii) all Indebtedness of others secured by (or     
for which the Holder of such Indebtedness has an existing right, contingent or  
otherwise, to be secured by) any Lien or security interest on property owned    
or acquired by such Person, whether or not the obligations secured thereby      
have been assumed, and (viii) all obligations of such Person in respect of any  
letters of credit supporting any Indebtedness of others and guarantees by such  
Person of Indebtedness of others.                                               

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit       
arrangement, encumbrance, security interest, lien (statutory or other), or      
preference, priority or other security or similar agreement or preferential     
arrangement of any kind or nature whatsoever (including, without limitation,    
any conditional sale or other title retention agreement having substantially    
the same economic effect as any of the foregoing).                              

"Operating Assets" means all merchandise inventories, furniture, fixtures   
and equipment (including all transportation and warehousing equipment but       
excluding office equipment and data processing equipment) owned by the Company  
or any of its Subsidiaries.                                                     

"Operating Property" means all real property and improvements thereon owned 
by the Company or any of its Subsidiaries constituting, without limitation,     
any store, warehouse, service center or distribution center wherever located,   
provided that such term shall not include any store, warehouse, service center  
or distribution center that the Company's Board of Directors declares by        
resolution not to be of material importance to the business of the Company and  
its Subsidiaries.                                                               

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"Sale and Lease-Back Transaction" of the Company or a Subsidiary means any  
arrangement whereby (i) property has been or is to be sold or transferred by    
the Company or a Subsidiary to any Person with the intention on the part of     
the Company or such Subsidiary of taking back a lease of such property          
pursuant to which the rental payments are calculated to amortize the purchase   
price of such property substantially over the useful life of such property and  
(ii) such property is in fact so leased by the Company or such Subsidiary.      

"Subsidiary" means any corporation of which a majority of the outstanding   
capital stock having ordinary voting power to elect a majority of the board of  
directors of such corporation (irrespective of whether or not at the time       
capital stock of any other class or classes of such corporation shall or might  
have voting power upon the occurrence of any contingency) is at the time        
directly or indirectly owned by the Company, by the Company and one or more     
other Subsidiaries or by one or more Subsidiaries of the Company, and general   
partnership, joint venture or similar entity, of which a majority of the        
outstanding partnership or similar interests is at the time directly or         
indirectly owned by the Company, or by one or more other Subsidiaries, or by    
the Company and one or more other Subsidiaries, and any limited partnership of  
which the Company or any other Subsidiary is a general partner.                 

EVENTS OF DEFAULT                                                               

The Indenture provides that the following shall constitute Events of Default
with respect to any series of Debt Securities thereunder: (i) default in        
payment of principal of (or premium, if any, on) any Debt Security of such      
series when due; (ii) default for 30 days in payment of interest on any Debt    
Security of such series from when due; (iii) default in the deposit of any      
sinking fund payment on any Debt Security of such series when due; (iv)         
default in the performance or breach of any other covenant in the Indenture,    
which default continues for 60 days after written notice thereof by the         
Trustee or the Holders of at least 25% in principal amount of the Outstanding   
Debt Securities of such series; (v) default resulting in acceleration of        
maturity of any other indebtedness of the Company or any Subsidiary in an       
amount in excess of $20,000,000, which acceleration is not rescinded or         
annulled for 10 days after written notice thereof by the Trustee or the         
Holders of at least 25% in principal amount of the Outstanding Debt Securities  
of such series; (vi) certain events of bankruptcy, insolvency or                
reorganization and (vii) any other Event of Default provided with respect to    
Debt Securities of that series. (Section 501) No Event of Default with respect  
to a particular series of Debt Securities issued under the Indenture            
necessarily constitutes an Event of Default with respect to any other series    
of Debt Securities issued thereunder.                                           

The Indenture provides that if an Event of Default specified therein shall  
occur and be continuing, either the Trustee or the Holders of at least 25% in   
principal amount of the Outstanding Debt Securities of such series may declare  
the principal of all such Debt Securities (or in the case of Original Issue     
Discount Securities, such portion of the principal amount thereof as may be     
specified in the terms thereof) to be due and payable immediately. In certain   
cases, the Holders of a majority in principal amount of the outstanding Debt    
Securities of any series may on behalf of the Holders of all such Debt          
Securities rescind and annul such declaration of acceleration. (Section 502)    

The Indenture contains a provision entitling the Trustee, subject to the    
duty of the Trustee during a default to act with the required standard of       
care, to be indemnified by the Holders of the Debt Securities of any series     
before proceeding to exercise any right or power under the Indenture with       
respect to such series at the request of such Holders. (Section 603) The        
Indenture provides that no Holder of Debt Securities of any series may          
institute any proceedings, judicial or otherwise, to enforce the Indenture      
except in the case of failure of the Trustee thereunder, for 60 days, to act    
after it has received a request to enforce such Indenture by the Holders of at  
least 25% in aggregate principal amount of the then Outstanding Debt            
Securities of such series, and an offer of reasonable indemnity. (Section 507)  
This provision will not prevent any Holder of Debt Securities from enforcing    
payment of the principal thereof (and premium, if any) and interest thereon at  
the respective due dates thereof. (Section 508) The Holders of a majority in    
aggregate principal amount of the Debt Securities of any series then            
outstanding may direct the time, method and place of conducting any proceeding  
for any remedy available to the Trustee or exercising any trust or power        
conferred on it with respect to the Debt Securities of                          

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such series. The Trustee may, however, refuse to follow any direction that it   
determines may not lawfully be taken or would be illegal or in conflict with    
the Indenture or involve it in personal liability or which would be unjustly    
prejudicial to Holders not joining therein. (Section 512)                       

The Indenture provides that the Trustee will, within 90 days after the      
occurrence of a default with respect to any series of Debt Securities           
thereunder, give to the Holders of Debt Securities of such series notice of     
such default, if such default has not been cured or waived. Except in the case  
of a default in the payment of principal of (or premium, if any) or interest    
on, or in the payment of any sinking fund installment in respect of, any Debt   
Securities of such series, the Trustee shall be protected in withholding such   
notice if it determines in good faith that the withholding of such notice is    
in the interest of the Holders of the Debt Securities of such series. (Section  
602)                                                                            

The Company will be required to file with the Trustee annually an Officers' 
Certificate as to the absence of certain defaults under the terms of the        
Indenture. (Section 1009)                                                       

MODIFICATION AND WAIVER                                                         

Modifications of and amendments to the Indenture may be made by the Company 
and the Trustee with the consent of the Holders of a majority in principal      
amount of the outstanding Debt Securities of each series affected by such       
modification or amendment; provided, however, that no such modification or      
amendment may, without the consent of the Holder of each Outstanding Debt       
Security affected thereby: (i) change the Stated Maturity of the principal of,  
or any installment of interest on, any Debt Security, (ii) reduce the           
principal amount of, or any premium or interest on, any Debt Security (or       
reduce the amount of the principal of an Original Issue Discount Security that  
would be due and payable upon a declaration of acceleration of the maturity     
thereof); (iii) adversely affect the right of repayment or repurchase, if any,  
at the option of the Holder; (iv) reduce the amount of, or postpone the date    
fixed for, any payment under any sinking fund or analogous provisions for any   
Debt Security; (v) change the place or currency or currency unit of payment of  
the principal of (or premium, if any) or any interest on any Debt Security;     
(vi) change or eliminate the rights of a Holder to receive payment in a         
designated currency; (vii) impair the right to institute suit for the           
enforcement of any payment on or with respect to any Debt Security; or (viii)   
reduce the percentage of the principal amount of the outstanding Debt           
Securities of any series the consent of whose Holders is required for           
modification or amendment of the Indenture, for waiver of compliance with       
certain provisions of the Indenture or for waiver of certain defaults.          
(Section 902)                                                                   

The Holders of a majority in principal amount of the outstanding Debt       
Securities of each series may, on behalf of all Holders of Debt Securities of   
that series, waive, insofar as that series is concerned, compliance by the      
Company with the provisions of the Indenture described above in "Restrictive    
Covenants" before the time for such compliance. (Section 1010) The Holders of   
a majority in principal amount of the outstanding Debt Securities of each       
series may, on behalf of all Holders of Debt Securities of that series, waive   
any past default under the Indenture with respect to Debt Securities of that    
series except a default in the payment of the principal of (or premium, if      
any) or any interest on any Debt Security of that series and except a default   
in respect of a covenant or provision the modification or amendment of which    
would require the consent of the Holder of each outstanding Debt Security       
affected thereby. (Section 513)                                                 

CONSOLIDATION, MERGER AND TRANSFER OF ASSETS                                    

The Company may not consolidate with or merge into any corporation, or      
transfer its assets substantially as an entirety to any Person, unless: (i)     
the successor corporation or transferee assumes the Company's obligations on    
the Debt Securities and under the Indenture; (ii) after giving effect to the    
transaction, no Event of Default and no event which, after notice or lapse of   
time, would become an Event of Default shall have occurred and be continuing;   
and (iii) certain other conditions are met. (Section 801)                       

DEFEASANCE                                                                      

If so specified in the Prospectus Supplement with respect to Debt Securities
of any series, the Company, at its option, (i) will be discharged from any and  
all obligations in respect of the Debt Securities of such series                

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(except for certain obligations to register the transfer or exchange of Debt    
Securities of such series, replace stolen, lost or mutilated Debt Securities    
of such series, maintain Paying Agencies, and hold money for payment in trust)  
or (ii) will not be subject to the provisions of the Indenture described above  
under "Restrictive Covenants" with respect to the Debt Securities of such       
series, in each case if the Company deposits with the Trustee, in trust, money  
or U.S. Government Obligations which through the payment of interest thereon    
and principal thereof in accordance with their terms will provide money in an   
amount sufficient to pay all the principal (including any mandatory sinking     
fund payments) of, and interest on, the Outstanding Debt Securities of such     
series on the dates such payments are due in accordance with the terms of such  
Debt Securities. To exercise any such option, the Company is required to        
deliver to the Trustee an Opinion of Counsel to the effect that (1) the         
deposit and related defeasance would not cause the Holders of the Debt          
Securities of such series to recognize income, gain or loss for federal income  
tax purposes and, in the case of a discharge pursuant to clause (i), a ruling   
to such effect received from or published by the United States Internal         
Revenue Service; (2) the Company's exercise of its option under this provision  
will not cause any violation of the Investment Company Act of 1940, as          
amended, on the part of the Company, the trust, the trust funds representing    
the Company's deposit or the Trustee; and (3) if the Debt Securities of such    
series are then listed on the New York Stock Exchange, such Debt Securities     
would not be delisted as a result of the exercise of such option. The Company   
would also be required to deliver to the Trustee an Officer's Certificate       
stating that no Event of Default or event (including such deposit) which, with  
notice or lapse of time, or both, would become an Event of Default with         
respect to the Debt Securities of such series has occurred and is continuing.   
(Sections 1301 and 1302)                                                        

CONCERNING THE TRUSTEE                                                          

The Chase Manhattan Bank is the Trustee under the Indenture. The Chase      
Manhattan Bank maintains normal banking relationships with the Company          
including (i) acting as trustee under the Indenture dated as of November 15,    
1990, with the Company as issuer and (ii) acting as trustee under the           
Indenture dated as of June 30, 1990 with The Trust Established Under The Tandy  
Employees Stock Ownership Plan as issuer and the Company as guarantor.          

PLAN OF DISTRIBUTION  

The Company may sell the Debt Securities in any of three ways: (i) through  
underwriters or dealers; (ii) through agents; or (iii) directly to a limited    
number of purchasers or to a single purchaser. The Prospectus Supplement with   
respect to each series of Debt Securities will set forth the terms of the       
offering of the Debt Securities of such series, including the name or names of  
any underwriters, the purchase price of such Debt Securities, the proceeds to   
the Company from such sale, any underwriting discounts and other items          
constituting underwriters' compensation, any initial public offering price,     
any discounts or concessions allowed or reallowed or paid to dealers and any    
securities exchanges on which the Debt Securities of such series may be         
listed.                                                                         

If underwriters are used in the sale, the Debt Securities will be acquired  
by the underwriters for their own account and may be resold from time to time   
in one or more transactions, including negotiated transactions, at a fixed      
public offering price, or at varying prices determined at the time of sale.     
The Debt Securities may be offered to the public through underwriting           
syndicates represented by managing underwriters or by underwriters without a    
syndicate. Unless otherwise set forth in the Prospectus Supplement, the         
obligations of the underwriters to purchase Debt Securities will be subject to  
certain conditions precedent and the underwriters will be obligated to          
purchase all the Debt Securities of a series if any are purchased. Any initial  
public offering price and any discounts or concessions allowed or reallowed or  
paid to dealers may be changed from time to time.                               

The Debt Securities may be sold directly by the Company or through agents   
designated by the Company from time to time. Any agent involved in the offer    
or sale of the Debt Securities in respect of which this Prospectus is           
delivered will be named, and any commissions payable by the Company to such     
agent will be set forth, in the Prospectus Supplement. Unless otherwise         
indicated in the Prospectus Supplement, any such agent will be acting on a      
best efforts basis for the period of its appointment.                           

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If so indicated in the Prospectus Supplement, the Company will authorize    
agents, underwriters or dealers to solicit offers by certain specified          
entities to purchase Debt Securities from the Company at the public offering    
price set forth in the Prospectus Supplement pursuant to delayed delivery       
contracts providing for payment and delivery on a specified date. Such          
contracts will be subject only to those conditions set forth in the Prospectus  
Supplement. The Prospectus Supplement will set forth the commissions payable    
for solicitation of such contracts.                                             

Agents and underwriters may from time to time purchase and sell Debt        
Securities in the secondary market, but are not obligated to do so, and there   
can be no assurance that there will be a secondary market for the Debt          
Securities or liquidity in the secondary market if one develops.                

Agents and underwriters may be entitled under agreements entered into with  
the Company to indemnification by the Company against certain civil             
liabilities, including liabilities under the Securities Act of 1933, as         
amended, or to contribution with respect to payments which the agents or        
underwriters may be required to make in respect thereof. Agents and             
underwriters may be customers of, engage in transactions with or perform        
services for the Company or its affiliates in the ordinary course of business.  

EXPERTS 

The financial statements incorporated in the Registration Statement and this
Prospectus by reference to the Annual Report on Form 10-K of the Company for    
the fiscal year ended December 31, 1996 have been so incorporated in reliance   
on the report of Price Waterhouse LLP, independent accountants, given on the    
authority of said firm as experts in auditing and accounting.                   

LEGAL OPINIONS  

The validity of the Debt Securities offered hereby will be passed on for the
Company by Satterlee Stephens Burke & Burke LLP, New York, New York, and for    
any underwriters or agents by Cleary, Gottlieb, Steen & Hamilton, New York,     
New York. From time to time, Cleary, Gottlieb, Steen & Hamilton provides legal  
services to the Company.                                                        

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESEN-
TATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE PRO-    
SPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE 
RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE PRO-  
SPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO   
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS SUP-  
PLEMENT OR AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH   
OFFER OR SOLICITATION IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUP- 
PLEMENT OR THE PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UN-  
DER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN  
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE INFORMATION CON-   
TAINED HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF    
SUCH INFORMATION.                                                               

--------------- 

TABLE OF CONTENTS 

PROSPECTUS SUPPLEMENT 

                                                                [Download Table]

                                                                            PAGE
                                                                            ----
                                                                                
Note Regarding Forward-Looking Statements..................................  S-2
The Company................................................................  S-3
Recent Developments........................................................  S-4
Use of Proceeds............................................................  S-5
Capitalization.............................................................  S-6
Selected Consolidated Financial Data.......................................  S-7
Description of Notes.......................................................  S-9
Underwriting............................................................... S-11

                                   PROSPECTUS                                   

Available Information......................................................    2
Incorporation of Certain Documents by                                           
 Reference.................................................................    2
The Company................................................................    3
Use of Proceeds............................................................    3
Ratios of Earnings to Fixed Charges........................................    3
Description of Debt Securities.............................................    4
Plan of Distribution.......................................................   11
Experts....................................................................   12
Legal Opinions.............................................................   12

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$150,000,000

TANDY CORPORATION 

6.95% NOTES DUE SEPTEMBER 1, 2007 

--------------- 

PROSPECTUS SUPPLEMENT 

--------------- 

BEAR, STEARNS & CO. INC.
MERRILL LYNCH & CO. 
SALOMON BROTHERS INC
RAUSCHER PIERCE REFSNES, INC. 

August 14, 1997 

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--------------------------------------------------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B1’ Filing		Date		First		Last			Other Filings
		9/1/07		1		24
		7/17/02		4					S-3
		6/30/00		6					10-Q
		3/1/98		1		9
		12/31/97		4		7			10-K,  11-K,  SC 13D
		10/31/97		4
		8/19/97		1		9
Filed on:		8/18/97
		8/14/97		1		24
		8/6/97		1		12
		7/21/97		2		13			8-K
		7/17/97		4		5			8-K
		6/30/97		2		7			10-Q
		6/26/97		4
		5/1/97		15
		3/31/97		2		13			10-Q,  11-K
		1/22/97		13					8-K
		12/31/96		2		23			10-K,  11-K
		12/30/96		4					8-K
		6/30/96		7					10-Q,  11-K
		12/31/93		8					10-K,  11-K,  DEF 14A
		12/31/92		7		14
		6/30/92		8
									List all Filings