UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report:

(Date of earliest event reported)

~~January~~March 3011, 2014

____________________________

TANDY BRANDS ACCESSORIES, INC.

(Exact name of registrant as specified in charter)

Delaware (State or other jurisdiction of incorporation or organization)	0-18927 (Commission File Number)	75-2349915 (IRS Employer Identification No.)
	3631 West Davis, Suite A Dallas, Texas 75211 (Address of principal executive offices and zip code)

(214) 519-5200

(Registrant's telephone

number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Item 31.~~01.~~03 Bankruptcy ~~Notice of Delisting~~ or ~~Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Receivership.

On ~~January~~March 3011, 2014, an Involuntary Petition for bankruptcy, entitled Tandy Brands Accessories, Inc. (~~Nasdaq:TBAC)~~Case ~~(the~~No. ~~“Company”~~14-31252-bjh7), ~~received~~was ~~notice~~filed ~~from~~against ~~the~~Tandy ~~Nasdaq~~Brands ~~Listing~~Accessories, ~~Qualifications~~Inc. ~~Department that~~ (the “Company’s”) ~~securities~~by ~~will~~three becreditors ~~delisted~~of ~~from~~ the ~~Nasdaq~~Company ~~Stock~~in ~~Market because~~ the ~~Company~~United ~~would~~States ~~not~~Bankruptcy beCourt ~~seeking~~for the ~~appointment~~Northern District of anTexas. The ~~additional~~three ~~independent~~creditors ~~director~~are onOcean ~~its~~Ken ~~Board~~International, ofLtd., ~~Directors~~Best asDevelopment ~~required~~Company ~~under~~and ~~Listing~~Ample ~~Rule~~Sources ~~5605~~Industries Ltd.

InAs ~~addition,~~previously disclosed in athe Current Report on Form 8-K filed onby ~~January 30, 2014,~~ the Company ~~announced~~with ~~certain~~the ~~defaults~~Securities ~~under~~and ~~its~~Exchange ~~senior~~Commission ~~secured credit agreement~~ (the “~~Credit Agreement~~SEC”), ~~and~~on ~~that~~July ~~its~~26, ~~senior~~2013, ~~secured~~in ~~lender~~connection ~~had~~with ~~determined~~the torefinancing ~~begin dispositive sales~~ of ~~certain~~the ~~assets~~Company’s ~~being~~senior ~~used~~credit asfacility, ~~collateral under~~ the ~~Credit~~Company ~~Agreement~~issued ~~and~~unsecured, ~~the~~subordinated ~~related~~promissory ~~security~~notes ~~agreements~~to ~~(the~~three ~~“Transactions”). Following~~vendors ~~the~~of ~~Transactions,~~ the Company ~~will~~to ~~likely~~finance ~~cease~~unpaid ~~business~~accounts ~~operations,~~payables. The ~~and~~aggregate ~~may~~principal ~~seek~~amount toof ~~liquidate~~the ~~any~~three ~~remaining~~unsecured, ~~assets~~subordinated ~~pursuant~~promissory notes issued to the ~~provisions~~vendors ofwas ~~applicable~~approximately ~~law~~$7.4 ormillion and the ~~U.S.~~notes ~~Bankruptcy~~contained ~~Code~~varying payment terms. The ~~Nasdaq~~petitioning ~~Listing~~creditors ~~Qualifications~~have ~~Department~~claimed ~~also~~in ~~notified~~their ~~the~~Involuntary ~~Company~~Petition that ~~these~~they ~~events~~have ~~also~~debts ~~serve~~totaling asapproximately a$10 ~~basis for delisting the Company’s securities under Listing Rule 5101 and IM- 5101~~million.

~~The~~As ~~Company~~previously ~~does~~disclosed ~~not~~in ~~intend~~the toCurrent ~~appeal~~Report ~~these~~on ~~determinations~~Form ~~and~~8-K ~~anticipates~~filed by the ~~trading~~Company ofwith the SEC on January 30, 2014, Salus Capital Partners, LLC (“Salus”), as lender, administrative agent and collateral agent under the Company’s ~~common~~senior ~~stock~~secured ~~will~~credit beagreement ~~suspended~~(the ~~from~~“Credit Agreement”), formally notified the ~~Nasdaq~~Company ~~Stock~~in ~~Market~~writing atof ~~the~~one ~~opening~~or more events of ~~business~~default onunder ~~February~~the ~~10,~~Credit ~~2014. The~~Agreement and provided the Company’s ~~stockholders~~with ~~are~~a ~~cautioned~~notification ~~that~~of ~~trading~~disposition inof collateral pursuant to which Salus has exercised certain rights available to it under the ~~Company’s~~Security ~~securities~~Agreements ~~during~~ancillary to the ~~pendency~~Credit Agreement and Article 9 of the ~~Transactions~~Uniform ~~and~~Commercial Code, including disposition of collateral following default. Per the ~~consummation~~notice, Salus has undertaken, in one or more public and/or private sales, dispositions of certain of the collateral under the Security Agreements (the “Transactions”). This collateral includes accounts, goods, equipment, inventory, fixtures, documents, instruments, chattel paper, letters of credit and letter of credit rights, investment property, securities, collateral, intellectual property, good will, begeneral ~~highly~~intangibles ~~speculative~~(including payment intangibles, deposit accounts and supporting obligations) and books and records related to the foregoing collateral. Proceeds from such Transactions will ~~pose~~be ~~substantial~~applied ~~risks~~against the outstanding obligations under the Credit Agreement. ~~Trading~~In ~~prices~~addition, ~~for~~in association with the Transactions, the Company anticipates selling its remaining inventory of Walmart mens’s ~~securities~~and boys’ belts to Walmart over a normal replenishment cycle. As previously disclosed, while the Company anticipates certain residual assets may ~~bear~~remain ~~little~~following orconsummation of the Transactions, there are no ~~relationship~~assurances that total proceeds from the Transactions and sales of inventory to ~~any~~Walmart ~~recovery~~will bybe ~~our~~sufficient ~~stockholders~~to ~~following~~fully satisfy the ~~conclusion~~outstanding obligations under the Credit Agreement. After careful consideration of alternatives that were available, including extensive negotiations between the ~~Transactions~~Company and Salus, the Company’s ~~will~~Board ~~likely~~of ~~not~~Directors bedetermined ~~able~~to grant the Company’s consent to ~~distribute~~the ~~any~~Transactions, ~~amounts~~which consent involved, among other things, waiver and/or agreement to the ~~Company~~notice of the Transactions and a pledge of cooperation with Salus to effect the Transactions (the “Consent”). Salus’s ~~stockholders~~undertaking of the Transactions remains ongoing. ~~The~~Following ~~Company’s~~consummation ~~common~~of ~~stock~~the ~~likely~~Transactions, ~~has~~the nodisposition ~~value~~of atthe ~~this~~collateral ~~time~~and the disposition of the Walmart inventory, the Company will cease business operations.

The ~~matters~~Company ~~set~~intends ~~forth~~to inrespond ~~this Form 8-K include forward-looking statements made pursuant~~ to the ~~safe~~Involuntary ~~harbor~~Position ~~provisions of the Private Securities Litigation Reform Act of 1995. The Company has based these forward-looking statements on its current expectations about future events, estimates~~ and ~~projections.~~anticipates ~~Forward-looking~~it ~~statements~~will ~~are~~be ~~not~~addressed ~~guarantees of future performance. Actual results~~ and ~~events~~considered ~~may~~in ~~differ~~light ~~materially from those suggested by these forward-looking statements as a result~~ of ~~a number of known and unknown risks and uncertainties that are difficult to predict, including, without limitation, the Company~~Salus’s ~~ability to successfully satisfy the conditions under the consent to the lenders’~~ Article 9 process, the ability of the Transactions to fully satisfy the amounts outstanding under the credit agreement, whether any assets will remain to satisfy unsecured creditors following the Transactions, potential legal action by interested parties, the potential for voluntary or involuntary bankruptcy proceedings to be filed and other similar risks and uncertainties. The forward-looking statements included in this filing are made only as of the date hereof. Except as required under federal securities laws and the rules and regulations of the United States Securities and Exchange Commission, the Company does not undertake, and specifically declines, any obligation to update any of these statements or to publicly announce the results of any revisions to any forward-looking statements after the distribution of this filing, whether as a result of new information, future events, changes in assumptions, or otherwise.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective as of January 30, 2014, as a result of the Transactions described in the Company’s Form 8-K filed on January 30, 2014, Mr. Roger Hemminghaus’ position as Chief Executive Officer of the Company was eliminated. Mr. Hemminghaus continues to serve as the Chairman of the Board of Directors of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Company~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TANDY BRANDS ACCESSORIES, INC.
Date: February 3, 2014	By:	/s/ Timothy D. Boates
		Timothy D. Boates Interim Chief Financial Officer and Chief Restructuring Officer

TANDY BRANDS ACCESSORIES, INC.

Date: March 17, 2014 By: /s/ Timothy D. Boates

Timothy D. Boates

Interim Chief Financial Officer and Chief Restructuring Officer

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