UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------


                                    FORM 10-Q


 X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---
         EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 2003

                                       OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
---
         SECURITIES EXCHANGE ACT OF 1934

         For the transition period from                 to
                                        ---------------    ---------------

                         Commission File Number: 1-5571
                            ------------------------

                             RADIOSHACK CORPORATION
             (Exact name of registrant as specified in its charter)

                     Delaware                                    75-1047710
          (State or other jurisdiction of                     (I.R.S. Employer
           incorporation or organization)                    Identification No.)

100 Throckmorton Street, Suite 1800, Fort Worth, Texas             76102
       (Address of principal executive offices)                  (Zip Code)

      Registrant's telephone number, including area code: (817) 415-3700
                            ------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No __

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No __

The number of shares  outstanding of the issuer's Common Stock, $1 par value, on
October 31, 2003 was 164,112,216.


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.



                                  RADIOSHACK CORPORATION AND SUBSIDIARIES
                               Consolidated Statements of Income (Unaudited)


                                                     Three Months Ended     Nine Months Ended
                                                        September 30,         September 30,
                                                    --------------------   --------------------
(In millions, except per share amounts)               2003       2002        2003       2002
---------------------------------------             ---------  ---------   ---------  ---------
                                                                          
                                                    ---------  ---------   ---------  ---------

Net sales and operating revenues                    $ 1,063.6  $ 1,047.0   $ 3,158.9  $ 3,079.5
Cost of products sold                                   530.9      525.6     1,577.6    1,528.3
                                                    ---------  ---------   ---------  ---------
Gross profit                                            532.7      521.4     1,581.3    1,551.2
                                                    ---------  ---------   ---------  ---------

Operating expenses:
  Selling, general and administrative                   421.4      420.0     1,235.8    1,234.5
  Depreciation and amortization                          23.3       23.0        68.8       71.9
                                                    ---------  ---------   ---------  ---------
Total operating expenses                                444.7      443.0     1,304.6    1,306.4
                                                    ---------  ---------   ---------  ---------

Operating income                                         88.0       78.4       276.7      244.8

Interest income                                           1.9        2.2        11.4        6.1
Interest expense                                         (8.7)     (11.3)      (28.1)     (32.8)
Other income, net                                         8.9        3.1        12.0       30.8
                                                    ---------  ---------   ---------  ---------

Income before income taxes                               90.1       72.4       272.0      248.9
Provision for income taxes                               33.0       27.5       100.8       94.6
                                                    ---------  ---------   ---------  ---------

Net income                                               57.1       44.9       171.2      154.3

Preferred dividends                                       --         1.1         --         3.4
                                                    ---------  ---------   ---------  ---------

Net income available to common stockholders         $    57.1  $    43.8   $   171.2  $   150.9
                                                    =========  =========   =========  =========

Net income available per common share:

  Basic                                             $    0.34  $    0.25   $    1.01  $    0.87
                                                    =========  =========   =========  =========

  Diluted                                           $    0.34  $    0.25   $    1.01  $    0.83
                                                    =========  =========   =========  =========

Shares used in computing earnings per common share:

  Basic                                                 166.1      172.1       168.8      174.4
                                                    =========  =========   =========  =========

  Diluted                                               167.6      178.0       169.4      181.0
                                                    =========  =========   =========  =========

The accompanying notes are an integral part of these consolidated financial
statements.






                     RADIOSHACK CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets


                                                              September 30,  December 31,   September 30,
                                                                   2003          2002            2002
(In millions, except for share amounts)                        (Unaudited)                   (Unaudited)
--------------------------------------                        -------------  -------------  -------------
                                                                                  
Assets
Current assets:
 Cash and cash equivalents                                      $   558.2      $   446.5      $   365.4
 Accounts and notes receivable, net                                 121.4          206.1          205.1
 Inventories, net                                                   914.6          971.2        1,118.8
 Other current assets                                                91.3           83.1           92.8
                                                              -------------  -------------  -------------
  Total current assets                                            1,685.5        1,706.9        1,782.1

Property, plant and equipment, net                                  438.3          421.6          413.4
Other assets, net                                                    95.5           99.4          121.0
                                                              -------------  -------------  -------------
Total assets                                                    $ 2,219.3      $ 2,227.9      $ 2,316.5
                                                              =============  =============  =============

Liabilities and Stockholders' Equity
Current liabilities:
 Short-term debt, including current maturities of
  long-term debt                                                $    39.5      $    36.0      $    41.8
 Accounts payable                                                   409.8          312.6          433.1
 Accrued expenses                                                   265.3          318.7          308.0
 Income taxes payable                                               150.2          160.9          142.2
                                                              -------------  -------------  -------------
  Total current liabilities                                         864.8          828.2          925.1

Long-term debt, excluding current maturities                        546.5          591.3          589.8
Other non-current liabilities                                        81.3           80.3           79.5
                                                              -------------  -------------  -------------

  Total liabilities                                               1,492.6        1,499.8        1,594.4
                                                              -------------  -------------  -------------

Commitments and contingent liabilities (Note 9)

Stockholders' equity:
 Preferred stock, no par value, 1,000,000 shares authorized
  Series A junior participating, 300,000 shares designated
   and none issued                                                    --             --             --
  Series B convertible, 100,000 shares authorized; 59,900
   shares issued at September 30, 2002                                --             --            59.9
 Common stock, $1 par value, 650,000,000 shares authorized;
  236,033,000 issued                                                236.0          236.0          236.0
 Additional paid-in capital                                          68.5           70.0          139.8
 Retained earnings                                                2,173.7        2,002.5        1,932.2
 Treasury stock, at cost; 71,513,000, 64,306,000 and
  66,304,000 shares, respectively                                (1,751.1)      (1,579.9)      (1,644.3)
 Unearned deferred compensation                                       --             --            (0.9)
 Accumulated other comprehensive loss                                (0.4)          (0.5)          (0.6)
                                                              -------------  -------------  -------------
  Total stockholders' equity                                        726.7          728.1          722.1
                                                              -------------  -------------  -------------
Total liabilities and stockholders' equity                      $ 2,219.3      $ 2,227.9      $ 2,316.5
                                                              =============  =============  =============

The accompanying notes are an integral part of these consolidated financial statements.






                     RADIOSHACK CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)


                                                                Nine Months Ended
                                                                   September 30,
(In millions)                                                     2003      2002
 ------------                                                   --------  --------
                                                                     
Cash flows from operating activities:
Net income                                                       $171.2    $154.3
 Adjustments to reconcile net income to net cash provided by
  operating activities:
  Depreciation and amortization                                    68.8      71.9
  Provision for uncollectible accounts                              0.5       3.9
  Other items                                                      15.4      12.3
 Changes in operating assets and liabilities:
  Receivables                                                      77.6      69.0
  Inventories                                                      54.2    (169.0)
  Other current assets                                            (11.7)     (5.4)
  Accounts payable, accrued expenses and income taxes payable      33.7     158.3
                                                                --------  --------
Net cash provided by operating activities                         409.7     295.3
                                                                --------  --------

Cash flows from investing activities:
 Additions to property, plant and equipment                       (88.6)    (76.2)
 Proceeds from sale of property, plant and equipment                0.3       8.3
 Proceeds from sale of installation subsidiary                      4.7       --
 Other investing activities                                        (2.5)     (0.1)
                                                                --------  --------
Net cash used in investing activities                             (86.1)    (68.0)
                                                                --------  --------

Cash flows from financing activities:
 Purchases of treasury stock                                     (209.4)   (247.9)
 Sale of treasury stock to employee benefit plans                  27.1      30.8
 Proceeds from exercise of stock options                            6.4       7.8
 Dividends paid                                                     --       (2.2)
 Proceeds from financing obligation                                 --       32.1
 Changes in short-term borrowings, net                            (16.0)      --
 Repayments of long-term borrowings                               (20.0)    (83.9)
                                                                --------  --------
Net cash used in financing activities                            (211.9)   (263.3)
                                                                --------  --------

Net increase (decrease) in cash and cash equivalents              111.7     (36.0)
Cash and cash equivalents, beginning of period                    446.5     401.4
                                                                --------  --------
Cash and cash equivalents, end of period                         $558.2    $365.4
                                                                ========  ========

The accompanying notes are an integral part of these consolidated financial statements.





             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 - BASIS OF FINANCIAL STATEMENTS
We prepared the accompanying unaudited consolidated financial statements,  which
include the  accounts of  RadioShack  Corporation  and all  domestic and foreign
subsidiaries,  in  accordance  with the  rules of the  Securities  and  Exchange
Commission.  Accordingly,  we did not include all of the disclosures required by
generally accepted accounting principles for complete financial  statements.  In
management's  opinion,  all  adjustments  (consisting  only of normal  recurring
adjustments) considered necessary for a fair presentation are included. However,
our  operating  results for the nine months ended  September  30,  2003,  do not
necessarily  indicate the results you might expect for the year ending  December
31,  2003.  If  you  desire  further  information,   you  should  refer  to  our
consolidated  financial  statements and management's  discussion and analysis of
financial  condition and results of operations  included in our Annual Report on
Form 10-K for the year ended  December  31,  2002,  in addition to our other SEC
filings such as our Quarterly Reports on Form 10-Q.

NOTE 2 - ACCOUNTING POLICIES UPDATE
The following accounting policy provides additional  information with respect to
our  accounting  for  cash  consideration  received  from  third  party  service
providers  and product  vendors as a result of purchasing  and  promoting  their
products  consistent with the provisions of Emerging Issues Task Force Issue No.
02-16,  "Accounting  for  Consideration  Received  from a Vendor  by a  Customer
(Including  a Reseller  of the  Vendor's  Products)."  EITF  02-16,  released in
September 2002 with final consensus reached in March 2003,  provides guidance on
how cash consideration received by a customer from a vendor should be classified
in the customer's statement of income.

Vendor Allowances:  We receive allowances from third-party service providers and
product vendors through a variety of promotional  programs and arrangements as a
result of purchasing and promoting  their  products and services.  In accordance
with EITF Issue No.  02-16,  for all  contracts  entered into or modified  after
January 1, 2003, we consider vendor  allowances as a reduction in the price of a
vendor's products or services and record them as a component of cost of products
sold  when the  related  product  or  service  is sold,  unless  the  allowances
represent reimbursement of specific, incremental and identifiable costs incurred
to promote a vendor's  products and services,  in which case we record them when
earned as an offset to the associated expense incurred to promote the applicable
products and/or services.

NOTE 3 - STOCK-BASED COMPENSATION
We account for our employee  stock-based  compensation plans under the intrinsic
value method.  Accordingly,  no compensation expense has been recognized for our
incentive  stock  plans,  as the  exercise  price of options must be equal to or
greater than 100% of the fair market value of a share of our common stock on the
date of grant under these plans.  The table below  illustrates the effect on net
income and net income  available per common share as if we had accounted for our
employee stock options under the fair value recognition  provisions of Statement
of  Financial   Accounting   Standards  No.  123,  "Accounting  for  Stock-Based
Compensation."



                                                            Three Months Ended    Nine Months Ended
                                                               September 30,        September 30,
                                                            -------------------  -------------------
(In millions, except per share amounts)                       2003       2002      2003       2002
---------------------------------------                     --------   --------  --------   --------
                                                                                 
Net income, as reported                                      $ 57.1     $ 44.9    $171.2     $154.3
  Stock-based employee compensation expense
   included in reported net income, net of related tax
   effects                                                      3.5        2.7       9.3        8.8
  Total stock-based compensation expense determined
   under fair value method for all awards, net of
   related tax effects                                         (8.5)     (11.0)    (38.9)     (41.7)
                                                            --------   --------  --------   --------
Pro forma net income                                         $ 52.1     $ 36.6    $141.6     $121.4
                                                            ========   ========  ========   ========

Net income available per common share:
  Basic - as reported                                        $ 0.34     $ 0.25    $ 1.01     $ 0.87
  Basic - pro forma                                          $ 0.31     $ 0.21    $ 0.84     $ 0.68
  Diluted - as reported                                      $ 0.34     $ 0.25    $ 1.01     $ 0.83
  Diluted - pro forma                                        $ 0.31     $ 0.20    $ 0.84     $ 0.65




NOTE 4 - BASIC AND DILUTED EARNINGS PER SHARE
The following  schedule is a  reconciliation  of the numerators and denominators
used in computing our basic and diluted earnings per share  calculations for the
three and nine months ended September 30, 2003 and 2002, respectively. Basic EPS
excludes  the effects of  potentially  dilutive  securities,  while  diluted EPS
reflects  the  potential  dilutive  effects of stock  options,  awards and other
securities.



                                                        Three Months Ended                       Three Months Ended
                                                        September 30, 2003                       September 30, 2002
                                            ---------------------------------------   ---------------------------------------
                                              Income        Shares       Per Share      Income        Shares       Per Share
(In millions, except per share amounts)     (Numerator)  (Denominator)     Amount     (Numerator)  (Denominator)    Amount
 -------------------------------------      -----------  -------------  -----------   -----------  -------------  -----------
                                                                                                 

Net income                                   $   57.1                                  $   44.9
Less: Preferred stock dividends                   --                                       (1.1)
                                            -----------                               -----------

Basic EPS
Net income available to common
 stockholders                                    57.1         166.1      $   0.34          43.8         172.1      $   0.25
                                                                        ===========                               ===========

Effect of dilutive securities:
Dividends on Series B preferred stock             --                                        1.1
Additional contribution required for TESOP
 if preferred stock had been converted            --            --                         (1.1)          5.2
Stock options                                                   1.5                                       0.7
                                            -----------  -------------                -----------  -------------

Diluted EPS
Net income available to common
 stockholders plus assumed conversions       $   57.1         167.6      $   0.34      $   43.8         178.0      $   0.25
                                            ===========  =============  ===========   ===========  =============  ===========


                                                       Nine Months Ended                         Nine Months Ended
                                                       September 30, 2003                        September 30, 2002
                                            ---------------------------------------   ---------------------------------------
                                              Income         Shares      Per Share      Income         Shares      Per Share
(In millions, except per share amounts)     (Numerator)  (Denominator)     Amount     (Numerator)  (Denominator)     Amount
 -------------------------------------      -----------  -------------  -----------   -----------  -------------  -----------
Net income                                   $  171.2                                  $  154.3
Less: Preferred stock dividends                   --                                       (3.4)
                                            -----------                               -----------

Basic EPS
Net income available to common
 stockholders                                   171.2         168.8      $   1.01         150.9         174.4      $   0.87
                                                                        ===========                               ===========

Effect of dilutive securities:
Dividends on Series B preferred stock             --                                        3.4
Additional contribution required for TESOP
 if preferred stock had been converted            --            --                         (3.4)          5.4
Stock options                                                   0.6                                       1.2
                                            -----------  -------------                -----------  -------------

Diluted EPS
Net income available to common
 stockholders plus assumed conversions       $  171.2         169.4      $   1.01       $  150.9         181.0      $   0.83
                                            ===========  =============  ===========   ===========  =============  ===========

Options to purchase 16.8 million and 19.2 million shares of common stock for the
three and nine month periods ended September 30, 2003, respectively, as compared
to options to purchase 20.5 million and 16.1 million  shares of common stock for
the comparable  periods in the prior year,  were not included in the computation
of diluted  earnings per common share because the exercise prices of the options
were  greater  than the  average  market  price of the common  stock  during the
periods and the effect of their  inclusion  in the  computation  would have been
antidilutive.


NOTE 5 - REVOLVING CREDIT FACILITY
In the second quarter of 2003, we replaced our existing  $300.0 million  364-day
revolving credit facility with an amended and restated 364-day  revolving credit
facility  maturing  in June  2004.  A  syndicate  of 14  banks  granted  the new
facility.  The terms of this amended and restated  revolving credit facility are
substantially  similar  to the  previous  facility.  This  credit  facility,  in
addition to our existing $300.0 million multi-year credit facility which expires
in  June  2007,  will  support  commercial  paper  borrowings  and is  otherwise
available for general corporate purposes.


NOTE 6 - COMPREHENSIVE INCOME
Comprehensive income for the three months ended September 30, 2003 and 2002, was
$57.3 million and $51.8 million,  respectively, and comprehensive income for the
nine months ended  September  30, 2003 and 2002,  was $171.3  million and $154.5
million, respectively.

NOTE 7 - BUSINESS RESTRUCTURINGS
In 1996 and 1997, we initiated certain restructuring  programs in which a number
of our former McDuff,  Computer City and Incredible  Universe retail stores were
closed. We still have certain real estate  obligations  related to some of these
stores, and at September 30, 2003, the balance in the restructuring  reserve was
$17.2 million,  consisting of the remaining estimated real estate obligations to
be paid.  Additional  provisions  of $0.6  million and $5.8  million  were added
during the quarter and nine months ended September 30, 2003, respectively, while
costs of $0.6 million and $4.9 million were charged  against this reserve during
the corresponding periods,  respectively.  In the accompanying 2003 Consolidated
Balance  Sheet,  $9.6  million of the  restructuring  reserve is  classified  in
accrued   expenses  and  $7.6  million  is  classified   in  other   non-current
liabilities.  These reserves represent the revised expected costs for these real
estate lease obligations. If these facilities' sublease income declines in their
respective markets or if it takes longer than expected to sublease or dispose of
these facilities,  the actual losses could exceed this reserve  estimate.  Costs
will continue to be incurred over the remaining terms of the related leases, the
longest of which is 16 years.

In 2001, we initiated an additional restructuring program related primarily to a
general reduction of our corporate  management and  administrative  labor force,
mainly for early  retirement and involuntary and voluntary  employee  severance,
closure of our  national  commercial  installation  business,  and closure of 35
underperforming  RadioShack  stores.  During  the  first  quarter  of  2002,  we
completed  a  significant  portion  of  the  remaining   restructuring  program,
utilizing  the reserves  established  in 2001.  As of December  31, 2002,  these
restructuring  activities  were  substantially  complete;  $3.8  million  of the
remaining  restructuring  reserve was  classified  in accrued  expenses  and the
remaining   balance  of  $2.8  million  was  classified  in  other   non-current
liabilities in the accompanying Consolidated Balance Sheet at December 31, 2002,
to be used  principally for the remaining cash  commitments  associated with the
long-term compensation and lease commitment obligations.

NOTE 8 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2001,  the  Financial  Accounting  Standards  Board issued SFAS No. 143,
"Accounting  for Asset  Retirement  Obligations,"  which is effective for fiscal
years  beginning  after  June 15,  2002.  SFAS  No.  143  establishes  financial
accounting  and  reporting   standards  for  obligations   associated  with  the
retirement of tangible  long-lived  assets and the associated  asset  retirement
costs.  We adopted SFAS No. 143 effective  January 1, 2003, and made no material
adjustments  to our  consolidated  financial  statements  as a  result  of  this
adoption.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities."  SFAS No. 146 addresses  significant  issues
relating to the recognition, measurement, and reporting of costs associated with
exit and disposal activities,  including restructuring activities, and nullifies
the  guidance  in  Emerging  Issues  Task  Force  Issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (Including Certain Costs Incurred in a Restructuring)."  The provisions
of SFAS No. 146 are effective for exit or disposal  activities  initiated  after
December 31, 2002.  Retroactive  application of SFAS No. 146 is prohibited  and,
accordingly, liabilities recognized prior to the initial application of SFAS No.
146 should  continue to be accounted for in  accordance  with EITF 94-3 or other
applicable  preexisting  guidance.  We adopted SFAS No. 146 effective January 1,
2003, and made no material adjustments to our consolidated  financial statements
as a result of this adoption.

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133. SFAS No. 149 is effective for contracts  entered into or modified after
June 30, 2003, for hedging relationships  designated after June 30, 2003, and to
certain preexisting  contracts.  We adopted SFAS No. 149 effective July 1, 2003,
and made no material  adjustments to our consolidated  financial statements as a
result of this adoption.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments  with  Characteristics  of Both  Liabilities  and Equity,"  which is
effective for financial instruments entered into or modified after May 31, 2003.
SFAS No. 150 establishes financial accounting and reporting standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities  and  equities.  We  adopted  SFAS No. 150
effective  June 1, 2003, and made no material  adjustments  to our  consolidated
financial statements as a result of this adoption.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Guarantees of Indebtedness
of Others." FIN 45 is effective for guarantees issued or modified after December
31, 2002. The  disclosure  requirements  were  effective for certain  guarantees
existing  at  December  31,  2002,  and expand  the  disclosures  required  by a
guarantor about its obligations under a guarantee.  FIN 45 also requires that we
recognize  guarantees  entered into or modified  after  December 31, 2002,  as a
liability for the fair value of the obligation undertaken in the issuance of the
guarantee.  We adopted FIN 45 on January 1, 2003, its effective date, and, aside
from the disclosure provisions which we adopted as of December 31, 2002, made no
material  adjustments to our  consolidated  financial  statements as a result of
this adoption.

In January 2003, the FASB issued  Interpretation 46,  "Consolidation of Variable
Interest  Entities - An  Interpretation  of ARB No.  51." FIN 46  clarifies  the
application  of ARB No.  51,  "Consolidated  Financial  Statements",  to certain
entities in which equity investment at risk does not have the characteristics of
a controlling  financial interest or is not sufficient for the entity to finance
its activities without  additional  subordinated  financial  support.  For those
entities,  a controlling  financial  interest  cannot be identified  based on an
evaluation  of voting  interests.  The  consolidation  requirement  of FIN 46 is
applicable  immediately to variable  interest entities created or obtained after
January 31, 2003. For variable  interest  entities  acquired  before February 1,
2003, the consolidation requirement of FIN 46 is applicable to us as of December
31, 2003 in accordance with FASB Staff Position No. FIN 46-6, "Effective Date of
FASB Interpretation No. 46, Consolidation of Variable Interest Entities". We are
in  the  process  of  evaluating  FIN  46,  including  its  application  to  our
dealer/franchise  arrangements,  and at this time we have not yet determined the
impact  to  our  consolidated  financial  statements,   if  any.  We  had  1,935
Dealer/Franchise  outlets as of September 30, 2003.  In October  2003,  the FASB
issued  an  exposure  draft  of a  Proposed  Interpretation,  "Consolidation  of
Variable Interest Entities - a modification of FASB Interpretation No. 46" which
contains  various  technical   corrections  to  FIN  46  and  addresses  various
implementation  issues  that may have an  impact on our  analysis.  The FASB has
announced that it expects to issue final modifications to FIN 46 before December
31, 2003.

In November 2002,  the EITF reached a consensus on Issue No. 02-16,  "Accounting
for Consideration  Received from a Vendor by a Customer (Including a Reseller of
the Vendor's  Products)." EITF 02-16 provides guidance on how cash consideration
received by a customer  from a vendor  should be  classified  in the  customer's
statement of income. EITF 02-16 is effective prospectively for new arrangements,
including modification of existing arrangements, entered into after December 31,
2002.  We adopted  EITF 02-16  effective  January 1, 2003,  and made no material
adjustments  to our  consolidated  financial  statements  as a  result  of  this
adoption.

NOTE 9 - COMMITMENTS AND CONTINGENT LIABILITIES
We have contingent liabilities relating to retail leases in locations which were
assigned to other businesses several years ago. The majority of these contingent
liabilities  relate to various lease  obligations  arising from leases that were
assigned  to  CompUSA,  Inc.  as part of the  sale of our  Computer  City,  Inc.
subsidiary  to  CompUSA  in  August  1998.  In the  event  CompUSA  or the other
assignees,  as applicable,  are unable to fulfill their  obligations under these
leases, we would be responsible for rent due under the leases. Our rent exposure
from the remaining  undiscounted  lease  commitments with no projected  sublease
income is approximately  $201.8 million.  However,  we have no reason to believe
that CompUSA or the other  assignees  will not fulfill their  obligations  under
these leases or that we would be unable to sublet the properties;  consequently,
we do not believe there will be a material impact on our consolidated  financial
statements  as a result of the  contingent  liabilities  relating to these lease
obligations.

NOTE 10 - LITIGATION
On July 28,  2003,  we  received  payment of $15.7  million  resulting  from the
favorable  settlement  of a lawsuit we had  previously  filed.  We recorded this
settlement in the  accompanying  Consolidated  Statements of Income in the third
quarter of 2003 as other income of $10.7 million,  net of legal expenses of $5.0
million paid as a result of the lawsuit.

In October 2002, a court  approved the final  settlement of $29.9 million in a
class action lawsuit, which was originally filed in March 2000 in Orange County,
California.  Actual  payments  under this lawsuit  totaled  $29.0  million.  The
lawsuit related to the alleged  miscalculation  of overtime wages for certain of
our former and current employees in that state.

Additionally,  in the second  quarter of 2002,  we  received  payments  of $27.7
million  in  partial  settlement  of  amounts  owed to us  under  a tax  sharing
agreement that was the subject of an arbitration  styled Tandy  Corporation  and
T.E.  Electronics,  Inc. vs. O'Sullivan  Industries Holdings,  Inc. This partial
settlement  followed a ruling in RadioShack's  favor by the  arbitration  panel.
This  arbitration  was commenced in July 1999 and the  settlement  also requires
O'Sullivan to make ongoing  payments  under this tax sharing  agreement that was
entered into by the parties at the time of O'Sullivan's initial public offering.

We  have  various  pending  claims,  lawsuits,   disputes  with  third  parties,
investigations and actions incidental to the operation of our business. Although
occasional  adverse  settlements or resolutions may occur and negatively  impact
earnings  in the year of  settlement,  it is our  opinion  that  their  ultimate
resolution will not have a materially adverse effect on our financial  condition
or liquidity.

NOTE 11 - PROPERTY, PLANT AND EQUIPMENT
In the second quarter of 2002, we sold and leased back our corporate  technology
center building,  recording this transaction as a financing obligation,  because
we retained  certain  responsibilities  during the lease term. Under a financing
obligation,  the associated  assets remain on our balance sheet. This obligation
has a three-year  term expiring in 2005 with renewal  options.  The lessor is an
unrelated third-party.  We entered into this transaction in contemplation of and
to facilitate the relocation of our corporate headquarters to a new custom-built
corporate  campus,  which is currently  being  constructed  and is scheduled for
occupation beginning in the fourth quarter of 2004 through early 2005.

NOTE 12 - DERIVATIVE FINANCIAL INSTRUMENTS
In June and August 2003,  we entered into  interest  rate swap  agreements  with
underlying  notional  amounts  of debt of  $100.0  million  and  $50.0  million,
respectively, with  maturities in  May 2011, to effectively convert a portion
of our  long-term  fixed rate debt to a  variable  rate.  We entered  into these
agreements to balance our fixed versus  floating rate debt portfolio to continue
to take advantage of lower short-term interest rates. Under these agreements, we
have  contracted  to pay a variable rate of LIBOR plus a markup and to receive a
fixed rate of 7.375%.  We have designated these agreements as fair value hedging
instruments.

NOTE 13 - SUBSEQUENT EVENTS
On October 17, 2003, our Board of Directors declared an annual dividend of $0.25
per  common  share.  The  dividend  will  be  paid  on  December  26,  2003,  to
stockholders of record on December 8, 2003.

Additionally,  on October 17, 2003,  our Board of Directors  approved an odd-lot
stock buyback program. This voluntary program, also known as a small shareholder
buyback  program,  allows  owners of fewer than 100  shares to either  liquidate
their positions or to round their positions up to 100 shares.



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

FACTORS THAT MAY AFFECT FUTURE  RESULTS  Matters  discussed in MD&A and in other
parts of this document include forward-looking  statements within the meaning of
the  federal  securities  laws.  These  matters  include  statements  concerning
management's  plans  and  objectives  relating  to our  operations  or  economic
performance and related assumptions. We specifically disclaim any duty to update
any of the information set forth in this document, including any forward-looking
statements.  Forward-looking  statements are made based on management's  current
expectations  and beliefs  concerning  future events and,  therefore,  involve a
number of risks and  uncertainties.  Management  cautions  that  forward-looking
statements are not  guarantees,  and our actual results could differ  materially
from those  expressed or implied in the  forward-looking  statements.  Important
factors that could cause our actual results of operations or financial condition
to differ include, but are not necessarily limited to, the following factors.

General Business Factors
o    Changes in the national or regional U.S.  economic  conditions,  including,
     but not  limited  to,  recessionary  trends,  level of the equity  markets,
     consumer  credit  availability,   interest  rates,  inflation,   consumers'
     disposable income and spending levels,  job security and unemployment,  and
     overall consumer confidence;
o    changes  in the  amount  and  degree of  promotional  intensity  exerted by
     current  competitors and potential new competition  from both retail stores
     and alternative  methods or channels of  distribution,  such as e-commerce,
     telephone shopping services and mail order;
o    continuing  terrorist  activities in the U.S., as well as the international
     war on terrorism;
o    the  disruption  of  international,  national  or  regional  transportation
     systems;
o    the lack of availability or access to sources of inventory;
o    any potential  tariffs  imposed on products  that we import from China,  as
     well as the potential  strengthening  of China's  currency against the U.S.
     dollar;
o    changes in the financial  markets that would reduce or eliminate  access to
     longer term capital or short-term credit availability;
o    the inability to attract, retain and grow an effective management team in a
     dynamic  environment or changes in the cost or  availability  of a suitable
     work force to manage and support our service-driven operating strategies;
o    the imposition of new  restrictions  or  regulations  regarding the sale of
     products  and/or  services we sell or changes in tax rules and  regulations
     applicable to us;
o    the occurrence of severe weather events or natural  disasters,  which could
     destroy  outlets  or  prohibit  consumers  from  traveling  to  our  retail
     locations, especially during the peak winter holiday season; and
o    the inability to timely  manufacture or receive Asian  shipments due to the
     potential reemergence of a SARS outbreak.

RadioShack Specific Factors
o    The failure to differentiate ourselves as an electronics specialty retailer
     in the U.S. marketplace;
o    the inability to  successfully  execute our solutions  strategy to dominate
     cost-effective  solutions to meet everyone's routine  electronics needs and
     families' distinct electronics wants;
o    the inability to  successfully  execute our defined revenue growth drivers,
     our productivity growth drivers, and our process improvement drivers;
o    the inability to maintain  profitable  contracts or execute  business plans
     with providers of third-party  branded products and with service  providers
     relating to cellular and PCS telephones;
o    the presence or absence of new services or products and product features in
     the  merchandise  categories we sell and  unexpected  changes in our actual
     merchandise sales mix;
o    the  inability  to  collect  the  level  of  anticipated  residual  income,
     subscriber  acquisition  fees and  rebates  for  products  and  third-party
     services offered by us;
o    the inability to successfully maintain our business arrangements, including
     those with our third-party product and service providers;
o    the existence of contingent lease  obligations  related to our discontinued
     retail operations  arising from an assignee's or a sub-lessee's  failure to
     fulfill its lease  commitments,  or from our inability to identify suitable
     sub-lessees for vacant facilities;
o    the inability to successfully execute alternative sales channel strategies;
o    the inability to successfully  identify and enter into  relationships  with
     developers of new  technologies or the failure of these new technologies to
     be adopted by the market; and
o    any  reductions or changes in the growth rate of the wireless  industry and
     changes in the wireless  communications  industry  dynamics,  including the
     effect of number portability.



RADIOSHACK RETAIL OUTLETS


The table below  shows  RadioShack's  retail  locations  categorized  by company
stores  and  dealer/franchise   outlets.  While  the  dealer  outlets  represent
approximately 27% of RadioShack's  locations,  sales to  dealer/franchisees  are
less than 10% of our net sales and operating revenues, as indicated below.

                                    September 30,   June 30,    March 31,   December 31,  September 30,
                                        2003         2003         2003         2002           2002
                                      ---------    ---------    --------     ---------      ---------
                                                                                
Company stores                          5,132        5,142        5,146        5,161           5,146
Dealer/franchise outlets                1,935        1,956        1,988        2,052           2,089
                                      ---------    ---------    --------     ---------      ---------
Total number of retail locations        7,067        7,098        7,134        7,213           7,235
                                      =========    =========    ========     =========      =========

In addition to our 5,132 company stores and 1,935 dealer/franchise  outlets, our
sales channels  include the  www.radioshack.com  Web site,  foreign  dealers and
catalog operations, as well as outbound and inbound telephone call centers.



RESULTS OF OPERATIONS


Net sales and operating revenues by channel of distribution are as follows:

                                  Three Months Ended September 30,   Nine Months Ended September 30,
                                  --------------------------------   -------------------------------
(In millions)                             2003        2002                  2003        2002
-------------                           --------    --------              --------    --------
                                                                          
Company retail sales                    $  991.0    $  959.0              $2,970.1    $2,851.6
Dealer/franchise sales                      53.4        66.9                 135.3       163.1
                                        --------    --------              --------    --------
Total retail sales                       1,044.4     1,025.9               3,105.4     3,014.7

Retail support operations sales             19.2        21.1                  53.5        64.8
                                        --------    --------              --------    --------
Net sales and operating revenues        $1,063.6    $1,047.0              $3,158.9     3,079.5
                                        ========    ========              ========    ========



Net Sales and Operating Revenues

Net sales and  operating  revenues  increased  1.6% to $1,063.6  million for the
quarter  ended  September  30,  2003,   compared  to  $1,047.0  million  in  the
corresponding  prior year period.  For the nine months ended September 30, 2003,
our  overall  sales  increased  2.6% to $3,158.9  million,  compared to $3,079.5
million for the same period in 2002.  Comparable store sales increased 3% and 4%
for the quarter and nine months ended  September  30, 2003,  respectively,  when
compared to the corresponding  prior year periods.  Our sales increases for both
the quarter and  nine-month  periods  were driven  primarily  by strong sales of
wireless handsets. Additionally, increased sales of imaging products and related
accessories and special purpose batteries contributed to these increases.  These
sales   increases  were  partially   offset  by  decreased  sales  in  our  home
entertainment department.

Sales to our dealer/franchise outlets decreased 20.2% or $13.5 million and 17.0%
or $27.8 million,  respectively, for the quarter and nine months ended September
30, 2003. The decrease in dealer/franchise sales for the quarter ended September
30, 2003, was the result of a scaled down annual sales  promotion  event for the
dealers  that is being  replaced by smaller  seasonal  events.  The  decrease in
dealer/franchise  sales  for the nine  months  ended  September  30,  2003,  was
primarily  due to a first  quarter  decline  in DTH unit  sales from the loss of
DirecTV as a service  provider to rural  markets and the  continued low adoption
rate of the DISH Network in areas served by our dealer/franchise outlets.

We expect a sales gain for our overall  operations  for 2003,  as  discussed  in
further detail below.

Retail  support  operations  sales are  generated  from the outside sales of our
retail support operations,  consisting primarily of repair centers, domestic and
overseas  manufacturing,  and RadioShack  Installation Services ("RSIS").  These
sales  decreased  9.0% for the  quarter  and  17.4%  for the nine  months  ended
September  30,  2003,  when  compared to the  corresponding  2002  periods.  The
decreases were the result of an overall decline in our RSIS commercial business,
the closure of several of our manufacturing facilities in the third quarter, and
the sale of RSIS on September 10, 2003. We expect a continued  decrease in sales
from our retail support operations for the remainder of 2003 due to, among other
things, these closures and the sale of RSIS.

Sales in the  wireless  communication  department,  which  consists  of wireless
handsets (including related services),  accessories,  and wireless services such
as prepaid airtime and bill payments,  increased  approximately  12% and 13% for
the  quarter  and nine months  ended  September  30,  2003,  respectively,  when
compared to the corresponding prior year periods. These sales increases were due
primarily to an increase in our average selling price of wireless handsets, as a
result of our emphasis on national  carrier  service and product  offerings with
desirable  product features and content,  such as color screens and cameras.  In
addition,  sales increases in both wireless services and accessories contributed
to these sales increases.  While there is no assurance that we can maintain past
sales gain  levels,  we believe  our plans  featuring  new  technologies,  sales
promotions,  and carrier  compensation  models will result in continued wireless
sales increases for 2003.

Sales  in  the  wired  communication  department,   which  includes  residential
land-line  telephones,  answering machines and other related telephony products,
decreased  approximately 6% for both the quarter and nine months ended September
30, 2003,  respectively,  when compared to the corresponding prior year periods.
These sales  decreases  were  primarily  the result of a decline in sales of the
"Telezapper," a call screening product. These decreases were partially offset by
sales increases of cordless phones.  We anticipate that sales in this department
will be down for 2003, compared to 2002.

Sales in the radio communication  department  increased 5% for the quarter,  but
decreased 4% for the nine months ended  September 30, 2003, when compared to the
corresponding  prior year  periods.  The  increase  in sales for the quarter was
attributable to an increase in sales of GPS devices.  The sales decrease for the
first  nine  months of 2003 was  primarily  the  result of a decline in sales of
Family  Radio  Service  and CB radios and  scanners.  We  believe  sales in this
department will be down for 2003, compared to 2002.

Sales in the home entertainment department, which consists of all home audio and
video  end-products  and accessories,  including DTH hardware and  installation,
decreased  approximately  12% and 14%,  for the quarter  and nine  months  ended
September 30, 2003, respectively,  when compared to the corresponding prior year
periods. These sales decreases were primarily attributable to a decline in sales
of satellite dishes and their related  installation  services,  in addition to a
decrease in home  entertainment  accessories  sales.  The sales  decreases  were
partially  offset  by  increased  sales  of  DVD  players  and  televisions.  We
anticipate that the home entertainment  department will have lower overall sales
in 2003, compared to 2002.

Sales in the computer department,  which includes desktop,  laptop, and handheld
computers  and  related  accessories,  as  well  as  digital  cameras  and  home
networking products,  decreased  approximately 2% for the quarter, but increased
approximately  4% for the nine months ended  September  30, 2003,  respectively,
when compared to the corresponding prior year periods. The decrease in sales for
the quarter was  primarily the result of a decrease in sales of desktop CPUs and
monitors.  The sales increase for the nine months ended  September 30, 2003, was
due primarily to a sales  increase in digital  cameras,  camcorders  and related
accessories,  as well as computer accessories and home networking products. This
sales  increase was  partially  offset by a decline in sales of desktop CPUs and
monitors. We expect that sales in the computer department will increase in 2003,
driven by sales of the products  discussed above,  particularly  digital cameras
and the related  accessories,  with this increase  partially offset by a planned
decrease in sales of desktop computers.

Sales  for the power  and  technical  department  increased  4% and 3%,  for the
quarter and nine months ended September 30, 2003, respectively, when compared to
the corresponding  prior year periods.  These sales increases were primarily due
to increased sales of general and special purpose batteries and power inverters,
but were partially  offset by decreased sales of bulk and packaged wire, as well
as decreases for technical  parts and tools.  We anticipate a sales  increase in
this department in 2003, compared to 2002.

Sales for the personal electronics, toys and personal audio department decreased
3% for the quarter,  but  increased 9% for the nine months ended  September  30,
2003,  respectively,  when compared to the corresponding prior year periods. The
decrease for the quarter was  attributable  to decreased  sales of both personal
electronics  and  educational  toys, but partially  offset by increased sales of
personal  audio  products.  The sales increase for the first nine months was due
primarily to sales of wellness  products sold under our  LifeWise(TM)  brand and
micro  radio-controlled  cars and related accessories not available in the first
nine months of 2002.  Also,  increased  sales of personal  audio  products had a
positive  impact for the first nine months of 2003, due to increases in national
security  threats  and the  conflict  in  Iraq.  We  expect  that  sales in this
department will continue to grow for the remainder of 2003, compared to 2002, as
a result of new product offerings and product line extensions.

Gross Profit

Gross profit  dollars  increased  $11.3 million and gross profit as a percent of
net sales and operating  revenues  increased 0.3 percentage  points to 50.1% for
the quarter ended September 30, 2003, when compared to the  corresponding  prior
year period.  Gross profit dollars  increased  $30.1 million for the nine months
ended  September  30,  2003,  but gross  profit  as a  percent  of net sales and
operating  revenues  decreased 0.3 percentage  points to 50.1%, when compared to
the corresponding prior year period.

The  percentage  point  increase for the third  quarter was due  primarily to an
improvement in the home entertainment  department's  gross profit percentage.  A
gross  profit  percentage  increase  in both  the  computer  and the  power  and
technical  departments also had a positive impact on our gross profit percentage
for the quarter.  A decrease in the gross profit percentage for our wireless and
radio  communication  departments,  however,  partially offset the overall gross
profit  percentage  increase in the third quarter.  The gross profit  percentage
also was  negatively  impacted by  inventory  adjustments  of $2.9  million as a
result of the  closure  of several of our  manufacturing  facilities  during the
third quarter.

For the nine months ended  September 30, 2003,  the decrease in our gross profit
percentage  resulted  in part  from a  decrease  in the  wireless  communication
department's  gross  profit  percentage,  as well as  from an  increase  in this
department's sales volume. In addition, a decline in the gross profit percentage
in the first  quarter of 2003 in the  personal  electronics,  toys and  personal
audio department, as a result of heavy promotional activity,  contributed to our
year-to-date  percentage  point decrease.  The percentage point decrease for the
nine  months  was  offset in part by an  increase  in the  power and  technical,
computer, and home entertainment departments' gross profit percentages.

We  anticipate  that gross  profit as a  percentage  of net sales and  operating
revenues will improve for 2003, compared to 2002, due primarily to the impact of
supply chain management initiatives.

Selling, General and Administrative Expense

Our selling,  general and administrative  expense increased 0.3% or $1.4 million
for the quarter and 0.1% or $1.3 million for the nine months ended September 30,
2003,  respectively,  when  compared to the same periods in the prior year.  The
SG&A expense  increases  represented  0.5 and 1.0 percentage  point decreases to
39.6% and 39.1% of net sales and  operating  revenues  for the  quarter and nine
months ended September 30, 2003, respectively, when compared to the same periods
in the prior year. SG&A expense for the quarter was negatively  impacted by $3.6
million  in  charges  associated  with  the  closure  of  several  manufacturing
facilities.  Our SG&A expense for the nine months ended  September  30, 2002 was
negatively  impacted by a $29.9 million litigation charge incurred in the second
quarter of 2002 related to the settlement of a class action lawsuit in the state
of California.

An increase in both payroll and advertising expense contributed to the increased
SG&A expense in the third quarter of 2003. Insurance,  payroll and rent expenses
increased  in dollars for the nine months  ended  September  30,  2003.  Payroll
expense increased in dollars for the quarter and nine months ended September 30,
2003, due primarily to variable  costs related to commission,  bonuses and other
incentives as a result of higher store sales. Payroll expense as a percentage of
net sales  and  operating  revenues  increased  slightly  for the  quarter,  but
decreased  slightly for the nine months ended  September 30, 2003.  Rent expense
increased  slightly in dollars and as a  percentage  of net sales and  operating
revenues for the third quarter of 2003 as a result of slightly larger and better
located stores,  as well as rent inflation at mall locations.  Rent expense also
increased in dollars for the nine months  ended  September  30, 2003,  but, as a
result  of  increased  sales,  remained  flat as a  percentage  of net sales and
operating  revenues.  Insurance  expense  increased  in  both  dollars  and as a
percentage  of net  sales  and  operating  revenues  for the nine  months  ended
September  30, 2003,  as a result of  significant  increases  in health  related
claims and costs for workers' compensation. The Company has managed SG&A expense
growth  by,  among  other  items,  reducing  employee  headcount,  lowering  our
absorption  of  increased  health  insurance   costs,  and   consolidating   and
outsourcing certain functions and operations. Management will continue to review
additional  opportunities  to reduce SG&A  expense in the  future.  For the year
ending  December  31, 2003,  we expect SG&A expense to increase in dollars,  but
remain at a similar  percentage of net sales and operating revenues for 2003, as
compared to 2002.

Net Interest Expense

Interest expense,  net of interest income, for the quarter and nine months ended
September 30, 2003,  was $6.8 million and $16.7  million,  respectively,  versus
$9.1  million and $26.7  million for the  comparable  quarter and nine months in
2002.

Interest  expense  decreased  $2.6  million and $4.7 million for the quarter and
nine months ended  September  30, 2003,  respectively.  The decrease in interest
expense was a result of lower average  outstanding  debt for 2003, the favorable
impact of our interest  rate swaps and the  capitalization  of interest  expense
related to the construction of our new corporate campus for the quarter and nine
months ended September 30, 2003.

Interest income decreased $0.3 million for the quarter ended September 30, 2003,
as a result of lower overall  interest  rates.  Interest  income  increased $5.3
million for the nine months ended  September 30, 2003,  primarily as a result of
$6.2 million received from an IRS settlement during the second quarter of 2003.

Interest  expense,  net of interest income, is expected to be lower during 2003,
when compared to 2002, for the reasons  discussed  above.  Interest expense will
increase  beginning in 2005,  when compared to 2004,  due to the  elimination of
capitalized  interest  as a  result  of the  scheduled  completion  of  our  new
corporate headquarters.



Other Income, Net

On July 28,  2003,  we  received  payment of $15.7  million  resulting  from the
favorable  settlement  of a lawsuit we had  previously  filed.  We recorded this
settlement in the third quarter of 2003 as other income of $10.7 million, net of
legal expenses of $5.0 million paid as a result of the lawsuit.

On September  10, 2003, we sold our  wholly-owned  subsidiary,  AmeriLink  Corp.
(also  referred  to as RSIS) to  INSTALLS  inc,  LLC in a cash for  stock  sale,
resulting in a loss of $1.8 million, which was recorded in other income.

During the quarter ended  September 30, 2003, we did not receive a payment under
our tax sharing agreement with O'Sullivan Industries Holdings,  Inc. However, we
did receive  and record $3.1  million in the  corresponding  prior year  period.
During the nine months ended September 30, 2003, we received and recorded income
of $3.1 million from O'Sullivan, compared to $30.8 million received and recorded
in the  corresponding  prior  year  period.  In the second  quarter of 2002,  we
received and recorded  income of $27.7 million in partial  settlement of amounts
owed  to us  under  this  tax  sharing  agreement  that  was the  subject  of an
arbitration  dispute with O'Sullivan.  This partial settlement followed a ruling
in our favor by the  arbitration  panel.  Future  payments under the tax sharing
agreement will vary based on the level of  O'Sullivan's  future earnings and are
also dependent on O'Sullivan's  overall financial  condition and ability to pay.
There can be no assurances  that future  payments will be received under the tax
sharing agreement each quarter,  nor can we give any assurances as to the amount
of payment that may be received each quarter.

Provision for Income Taxes

Provision for income taxes for each quarterly period is based on the estimate of
the annual  effective tax rate for the year,  which we evaluate  quarterly.  The
effective tax rate for the quarter and nine months ended September 30, 2003, was
36.6% and 37.1%,  respectively,  compared to 38.0% for the  corresponding  prior
year  periods.  The decrease in the  effective tax rate for both the quarter and
nine  months  ended  September  30,  2003,  was the result of an IRS  settlement
related to prior year tax matters.  The  effective tax rate for the remainder of
2003  will  be  slightly  lower  when  compared  to  2002  as a  result  of this
settlement.  We currently  anticipate  that our annual  effective  tax rate will
return to 38.0% for 2004.

Recently-Issued Accounting Pronouncements

In June 2001,  the  Financial  Accounting  Standards  Board issued SFAS No. 143,
"Accounting  for Asset  Retirement  Obligations,"  which is effective for fiscal
years  beginning  after  June 15,  2002.  SFAS  No.  143  establishes  financial
accounting  and  reporting   standards  for  obligations   associated  with  the
retirement of tangible  long-lived  assets and the associated  asset  retirement
costs.  We adopted SFAS No. 143 effective  January 1, 2003, and made no material
adjustments  to our  consolidated  financial  statements  as a  result  of  this
adoption.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities."  SFAS No. 146 addresses  significant  issues
relating to the recognition, measurement, and reporting of costs associated with
exit and disposal activities,  including restructuring activities, and nullifies
the  guidance  in  Emerging  Issues  Task  Force  Issue  No.  94-3,   "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (Including Certain Costs Incurred in a Restructuring)."  The provisions
of SFAS No. 146 are effective for exit or disposal  activities  initiated  after
December 31, 2002.  Retroactive  application of SFAS No. 146 is prohibited  and,
accordingly, liabilities recognized prior to the initial application of SFAS No.
146 should  continue to be accounted for in  accordance  with EITF 94-3 or other
applicable  preexisting  guidance.  We adopted SFAS No. 146 effective January 1,
2003, and made no material adjustments to our consolidated  financial statements
as a result of this adoption.

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities."  SFAS  No.  149  amends  and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133. SFAS No. 149 is effective for contracts  entered into or modified after
June 30, 2003, for hedging relationships  designated after June 30, 2003, and to
certain preexisting  contracts.  We adopted SFAS No. 149 effective July 1, 2003,
and made no material  adjustments to our consolidated  financial statements as a
result of this adoption.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments  with  Characteristics  of Both  Liabilities  and Equity,"  which is
effective for financial instruments entered into or modified after May 31, 2003.
SFAS No. 150 establishes financial accounting and reporting standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities  and  equities.  We  adopted  SFAS No. 150
effective  June 1, 2003, and made no material  adjustments  to our  consolidated
financial statements as a result of this adoption.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Guarantees of Indebtedness
of Others." FIN 45 is effective for guarantees issued or modified after December
31, 2002. The  disclosure  requirements  were  effective for certain  guarantees
existing  at  December  31,  2002,  and expand  the  disclosures  required  by a
guarantor about its obligations under a guarantee.  FIN 45 also requires that we
recognize  guarantees  entered into or modified  after  December 31, 2002,  as a
liability for the fair value of the obligation undertaken in the issuance of the
guarantee.  We adopted FIN 45 on January 1, 2003, its effective date, and, aside
from the disclosure provisions which we adopted as of December 31, 2002, made no
material  adjustments to our  consolidated  financial  statements as a result of
this adoption.

In January 2003, the FASB issued  Interpretation 46,  "Consolidation of Variable
Interest  Entities - An  Interpretation  of ARB No.  51." FIN 46  clarifies  the
application  of ARB No.  51,  "Consolidated  Financial  Statements",  to certain
entities in which equity investment at risk does not have the characteristics of
a controlling  financial interest or is not sufficient for the entity to finance
its activities without  additional  subordinated  financial  support.  For those
entities,  a controlling  financial  interest  cannot be identified  based on an
evaluation  of voting  interests.  The  consolidation  requirement  of FIN 46 is
applicable  immediately to variable  interest entities created or obtained after
January 31, 2003. For variable  interest  entities  acquired  before February 1,
2003, the consolidation requirement of FIN 46 is applicable to us as of December
31, 2003 in accordance with FASB Staff Position No. FIN 46-6, "Effective Date of
FASB Interpretation No. 46, Consolidation of Variable Interest Entities". We are
in  the  process  of  evaluating  FIN  46,  including  its  application  to  our
dealer/franchise  arrangements,  and at this time we have not yet determined the
impact  to  our  consolidated  financial  statements,   if  any.  We  had  1,935
Dealer/Franchise  outlets as of September 30, 2003.  In October  2003,  the FASB
issued  an  exposure  draft  of a  Proposed  Interpretation,  "Consolidation  of
Variable Interest Entities - a modification of FASB Interpretation No. 46" which
contains  various  technical   corrections  to  FIN  46  and  addresses  various
implementation  issues  that may have an  impact on our  analysis.  The FASB has
announced that it expects to issue final modifications to FIN 46 before December
31, 2003.

In November 2002,  the EITF reached a consensus on Issue No. 02-16,  "Accounting
for Consideration  Received from a Vendor by a Customer (Including a Reseller of
the Vendor's  Products)." EITF 02-16 provides guidance on how cash consideration
received by a customer  from a vendor  should be  classified  in the  customer's
statement of income. EITF 02-16 is effective prospectively for new arrangements,
including modification of existing arrangements, entered into after December 31,
2002.  We adopted  EITF 02-16  effective  January 1, 2003,  and made no material
adjustments  to our  consolidated  financial  statements  as a  result  of  this
adoption.

LIQUIDITY AND CAPITAL RESOURCES

Cash flow provided by operating activities was $409.7 million for the nine month
period ended  September 30, 2003,  compared to $295.3  million in the prior year
comparable period.

At September 30, 2003, changes in accounts receivable had provided $77.6 million
in cash since December 31, 2002,  compared to $69.0 million in cash provided for
the nine months ended September 30, 2002.  Cash provided by accounts  receivable
for these  corresponding  periods  was due to  reductions  in vendor and service
provider receivables and dealer/franchise  receivables, as a result of increased
collections and lower sales of satellite television hardware.

At September 30, 2003,  decreases in inventory levels had provided $54.2 million
in cash since  December  31, 2002,  compared to $169.0  million in cash used for
increasing  inventory  levels for the nine months ended  September 30, 2002. The
decrease in  inventory  since  December 31, 2002,  was  primarily  the result of
supply chain initiatives, including a greater focus on weeks-of-supply.

In addition,  during the first nine months of 2003,  $121.2 million less in cash
was provided by accounts  payable due to lower current  inventory levels than in
the prior year.  Additionally,  $28.9  million more in cash was used for accrued
expenses,  which was  almost  completely  offset by $25.5  million  more in cash
provided by reduced income taxes  payable,  compared to the first nine months of
2002.

Cash used in investing  activities for the nine months ended September 30, 2003,
was $86.1  million,  compared to $68.0 million in the previous  year.  Investing
activities  for the nine months  ended  September  30,  2003,  included  capital
expenditures  totaling  $88.6  million,  compared  to  $76.2  million  in  2002,
primarily for our new retail stores and remodels,  information  systems upgrades
and our new  corporate  campus.  We  anticipate  that  our  capital  expenditure
requirements  for 2003 will be  approximately  $190.0 million to $200.0 million,
compared  to total  capital  expenditures  of $106.8  million for the year ended
December 31, 2002. Approximately $70.0 million of the increase over 2002 relates
to the construction of our new corporate headquarters,  which we plan to finance
through cash from operating  activities  and, if needed,  existing cash and cash
equivalents.  We also  received net proceeds of $4.7 million from  INSTALLS inc,
LLC for the sale of RSIS, which is discussed above under Other Income.

Cash used in financing  activities for the nine months ended September 30, 2003,
was $211.9  million,  compared to a $263.3  million  cash usage in the  previous
year. We  repurchased  $209.4 million of our common stock during the nine months
ended  September 30, 2003,  compared to $247.9 million during the same period of
2002, under our board approved repurchase programs. These repurchases during the
first nine months of 2003 and 2002 were  partially  funded by $33.5  million and
$38.6  million,  respectively,  received  from  the  sale of  treasury  stock to
employee benefit plans and from stock option exercises.  There were no preferred
dividends  paid  for the  nine  months  ended  September  30,  2003,  due to the
conversion  of our  preferred  stock to  common  stock  at  December  31,  2002.
Preferred  dividends  paid,  net of tax,  amounted to $2.2  million for the nine
months ended  September  30, 2002.  On October 17, 2003,  our Board of Directors
declared an annual  dividend of $0.25 per common share,  payable on December 26,
2003, to shareholders of record as of December 8, 2003. This dividend represents
an  increase of $0.03 per share over the prior  year's  dividend.  The  dividend
payment of approximately $40.0 million in the fourth quarter will be funded from
existing cash and cash equivalents.

At  September  30,  2003,  total  capitalization  was  $1,312.7  million,  which
consisted of $586.0 million of debt and $726.7 million of stockholders'  equity,
resulting in a total debt to  capitalization  ratio of 44.6%.  The total debt to
capitalization  ratio was 46.3% at December 31, 2002, and 46.7% at September 30,
2002.  These ratio  decreases  were primarily the result of a reduction in total
debt of $41.3 million and $45.6 million for the periods ended December 31, 2002,
and  September  30,  2002,  respectively.  Long-term  debt  as a  percentage  of
capitalization  was  41.6% at  September  30,  2003,  compared  to 43.6% at both
December 31, 2002 and September 30, 2002. The ratio  decreases  since  September
30, 2002,  and December  31, 2002,  were both due to the  repayment of long term
debt and the reduction of equity in 2002.

In the second quarter of 2003, we replaced our existing  $300.0 million  364-day
revolving credit facility with an amended and restated 364-day  revolving credit
facility  maturing  in June  2004.  A  syndicate  of 14  banks  granted  the new
facility.  The terms of this revolving credit facility are substantially similar
to the  previous  facility.  This credit  facility,  in addition to our existing
$300.0  million  multi-year  credit  facility  which expires in June 2007,  will
support  commercial  paper  borrowings  and is otherwise  available  for general
corporate purposes.

We had $558.2  million in cash and cash  equivalents at September 30, 2003, as a
resource for our funding needs. Additionally, borrowings are available under our
$600.0 million  dollar  commercial  paper program,  which is supported by a bank
credit  facility and could be utilized in the event the commercial  paper market
is  unavailable to us.  However,  we currently do not expect that the commercial
paper market would be  unavailable  to us, thus causing us to utilize the credit
facility.  As of September 30, 2003, we had no commercial paper  outstanding and
had not utilized our credit facility.

In June and August 2003,  we entered into  interest  rate swap  agreements  with
underlying  notional  amounts  of debt of  $100.0  million  and  $50.0  million,
respectively,  with maturities in May 2011, to effectively  convert a portion of
our  long-term  fixed  rate debt to a  variable  rate.  We  entered  into  these
agreements to balance our fixed versus  floating rate debt portfolio to continue
to take advantage of lower short-term interest rates. Under these agreements, we
have  contracted  to pay a variable rate of LIBOR plus a markup and to receive a
fixed rate of 7.375%.  We have designated these agreements as fair value hedging
instruments.

We repurchased  2.6 million and 7.6 million shares of our common stock for $69.6
million and $181.2  million for the quarter and nine months ended  September 30,
2003,  respectively,  under our share repurchase programs. On February 20, 2003,
our Board of Directors  authorized a repurchase program for 15.0 million shares,
which is in addition  to our 25.0  million  share  repurchase  program  that was
completed  during the second  quarter of 2003.  As of October 31, 2003,  we have
11.8 million  shares  available for  repurchase  under the present  program.  We
anticipate that we will repurchase  between $200.0 million and $250.0 million of
our common stock during 2003. The funding  required for these share  repurchases
will  come from  cash  generated  from  operating  activities  and cash and cash
equivalents.  We will also  repurchase  additional  shares in the open market to
offset the sale of shares to our employee benefit plans.

Our free  cash  flow,  defined  as cash  flow  from  operating  activities  less
dividends paid and capital expenditures for property,  plant and equipment,  was
$321.1 million for the nine months ended September 30, 2003,  compared to $216.9
million for the  corresponding  period in 2002.  This increase in free cash flow
was primarily the result of supply chain initiatives,  including a greater focus
on inventory  weeks-of-supply,  when  compared to the  corresponding  prior year
period.  We expect free cash flow to be  approximately  $310.0 to $350.0 million
for 2003,  compared to $375.0 million in 2002. The anticipated  decrease in free
cash flow from 2003 to 2002 is  primarily  due to the  increase in 2003  capital
expenditures relating to our new corporate headquarters. We anticipate that free
cash flow in 2004 will be approximately  $100.0 million.  The decrease from 2003
is based primarily on the timing of capital  expenditures  for our new corporate
headquarters  which we originally  thought would be included in our 2003 capital
expenditures,  but will now be in our 2004 capital expenditures.  After 2004, we
anticipate a return to a more normal annual free cash flow.

We believe free cash flow is an  appropriate  indication  of our ability to fund
share  repurchases,  repay maturing debt, change dividend payments or fund other
uses of capital that management  believes will enhance  shareholder  value.  The
comparable  financial  measure  to  free  cash  flow  under  generally  accepted
accounting principles is cash flow from operating  activities,  which was $409.7
million  and $295.3  million for the nine months  ended  September  30, 2003 and
2002, respectively.



The following table is a reconciliation of cash provided by operating activities
to free cash flow.



                                              Nine Months Ended September 30,   Year Ended December 31,
(In millions)                                       2003        2002                    2002
-------------                                    ----------  ----------              ----------
                                                                             
Net cash provided by operating activities         $ 409.7     $ 295.3                 $ 521.6
Less:
 Additions to property, plant and equipment          88.6        76.2                   106.8
 Dividends paid                                       --          2.2                    39.8
                                                 ----------  ----------              ----------

Free cash flow                                    $ 321.1     $ 216.9                 $ 375.0
                                                 ==========  ==========              ==========



ITEM 3.   QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.

We are exposed to market risk  principally  from  fluctuations in interest rates
which could  affect our cash flows and  consolidated  financial  statements.  We
manage our  exposure  to  interest  rate risk,  which  results  from  changes in
short-term  interest  rates,  by managing our  portfolio of fixed rate debt and,
when we consider  it  appropriate,  through  the use of  interest  rate swaps to
convert a portion of our long-term  debt from fixed to variable  rates to reduce
our  overall  borrowing  costs.  At  September  30,  2003,  we did not  have any
derivative  instruments  that materially  increased our exposure to market risks
for interest rates,  foreign  currency rates,  commodity  prices or other market
price risks, other than the interest rate swaps noted in Management's Discussion
and  Analysis of Financial  Condition  and Results of  Operations  in our Annual
Report on Form 10-K for the year ended  December 31, 2002, and the interest rate
swaps  described  under  Financial  Condition  in  Management's  Discussion  and
Analysis of Financial  Condition and Results of Operations  above. We do not use
derivatives for speculative  purposes.  We may continue to utilize interest rate
swaps in the future as market conditions permit.

The fair value of our fixed rate  long-term  debt is sensitive to interest  rate
changes.  Interest  rate  changes  would result in increases or decreases in the
fair value of our debt,  due to differences  between  market  interest rates and
rates in effect at the  inception  of our debt  obligation.  Changes in the fair
value of our fixed  rate debt have no impact on our cash  flows or  consolidated
financial statements.

ITEM 4.  CONTROLS AND PROCEDURES.

  a) We have established a system of disclosure controls and procedures that are
     designed to ensure that material information relating to the Company, which
     is required to be timely  disclosed,  is accumulated  and  communicated  to
     management in a timely fashion.  An evaluation of the  effectiveness of the
     design and operation of our disclosure  controls and procedures (as defined
     in Rule  13a-15(e)  under the  Securities  Exchange Act of 1934  ("Exchange
     Act")) was  performed  as of the end of the period  covered by this report.
     This   evaluation  was  performed   under  the  supervision  and  with  the
     participation  of  management,  including our Chief  Executive  Officer and
     Chief Financial Officer.  Based upon that evaluation,  our CEO and CFO have
     concluded  that these  disclosure  controls and procedures are effective in
     ensuring  that  information  required to be  disclosed by us in the reports
     that we file or  submit  under the  Exchange  Act is  recorded,  processed,
     summarized  and  reported  within the time  periods  specified by the SEC's
     rules and forms.

  b) There were no changes in our internal control over financial reporting that
     occurred during our last fiscal quarter that have materially  affected,  or
     are  reasonably  likely to  materially  affect,  our internal  control over
     financial reporting.


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On July 28,  2003,  we  received  payment of $15.7  million  resulting  from the
favorable  settlement  of a lawsuit we had  previously  filed.  We recorded this
settlement in the third quarter of 2003 as other income of $10.7 million, net of
legal expenses of $5.0 million paid as a result of the lawsuit.

We  have  various  pending  claims,  lawsuits,   disputes  with  third  parties,
investigations and actions incidental to the operation of our business. Although
occasional  adverse  settlements or resolutions may occur and negatively  impact
earnings  in the year of  settlement,  it is our  opinion  that  their  ultimate
resolution will not have a materially adverse effect on our financial  condition
or liquidity.

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         a) Exhibits Required by Item 601 of Regulation S-K.

            A list of the exhibits required by Item 601 of Regulation S-K and
            filed as part of this report is set forth in the Index to Exhibits
            on page 19, which immediately precedes such exhibits.

         b) Reports on Form 8-K.

            We furnished a Form 8-K with the SEC on July 22, 2003, in which we
            disclosed an earnings release reporting our results of operations
            for the quarter ended June 30, 2003.



SIGNATURES

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



                                               RadioShack Corporation
                                                    (Registrant)



Date:  November 12, 2003            By /s/        David P. Johnson
                                       -------------------------------------
                                                  David P. Johnson
                                        Senior Vice President and Controller
                                                (Authorized Officer)



Date:  November 12, 2003               /s/       Michael D. Newman
                                        ------------------------------------
                                                 Michael D. Newman
                                             Senior Vice President and
                                              Chief Financial Officer
                                           (Principal Financial Officer)





                             RADIOSHACK CORPORATION
                                INDEX TO EXHIBITS


Exhibit
Number            Description

3a                Certificate of Amendment of Restated Certificate of
                  Incorporation dated May 18, 2000 (filed as Exhibit 3a to
                  RadioShack's Form 10-Q filed on August 11, 2000 for the fiscal
                  quarter ended June 30, 2000).

3a(i)             Restated Certificate of Incorporation of RadioShack
                  Corporation dated July 26, 1999 (filed as Exhibit 3a(i) to
                  RadioShack's Form 10-Q filed on August 11, 1999 for the fiscal
                  quarter ended June 30, 1999).

3b*               RadioShack Corporation Bylaws, amended and restated as of
                  October 17, 2003.

12*               Statements of Computation of Ratio of Earnings to Fixed
                  Charges and Ratio of Earnings to Fixed Charges and Preferred
                  Dividends.

31(a)*            Rule 13a-14(a) Certification of the Chief Executive Officer of
                  RadioShack Corporation.

31(b)*            Rule 13a-14(a) Certification of the Chief Financial Officer of
                  RadioShack Corporation.

32*               Section 1350 Certifications.**

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

*   Filed with this report
** These Certifications shall not be deemed "filed" for purposes of Section 18
of the Exchange Act, as amended, or otherwise subject to the liability of that
section. These Certifications shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except to the extent that the Company specifically incorporates it
by reference.



                                                                      EXHIBIT 3b
                          RADIOSHACK CORPORATION BYLAWS
                           AMENDED AND RESTATED AS OF
                                October 17, 2003

                                    ARTICLE I

                                     OFFICES

     SECTION 1. Registered  Office.  The Registered office of the Corporation in
the State of Delaware shall be located in the City of Wilmington,  County of New
Castle, State of Delaware,  and the name of the resident agent in charge thereof
shall be the Corporation Service Company.

     SECTION 2. Other Offices. The principal office shall be at 100 Throckmorton
Street,  Suite 1800, Fort Worth, Texas and when completed 400 RadioShack Circle,
Fort Worth, Texas. The Corporation may also have offices at such other places as
the Board of  Directors  may from time to time  appoint or the  business  of the
Corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. Place of  Meeting.  All  meetings  of the  stockholders  for the
election of directors shall be held at such place within or without the State of
Delaware as the Board of Directors  may  designate,  provided  that at least ten
(10) days' notice must be given to the stockholders  entitled to vote thereat of
the place so fixed.  Until the Board of Directors shall designate  otherwise the
annual meeting of stockholders and the election of directors shall take place at
the office of the  Corporation  at 100  Throckmorton  Street,  Suite 1800,  Fort
Worth, Texas and when completed,  at 400 RadioShack Circle,  Fort Worth,  Texas.
Meetings  of  stockholders  for any other  purpose may be held at such place and
time as shall be stated in the notice of the meeting.

     SECTION 2. Annual Meetings. The annual meeting of the stockholders shall be
held on the third Thursday in May of each year, if not a legal holiday, and if a
legal  holiday,  then on the next business day  following,  at 10:00 A.M., or on
such other date and at such other time as shall be designated  from time to time
by the Board of  Directors  and  stated in the  notice of the  meeting.  At such
annual meetings the stockholders shall elect a Board of Directors by a plurality
vote and shall  transact such other  business as may properly be brought  before
the meeting.

     SECTION 3. Special Meetings. Special meetings of the stockholders,  for any
purpose or purposes,  unless otherwise  prescribed by statute or the Certificate
of  Incorporation,  may be called by the  Chairman of the Board,  the  Presiding
Director or the  President,  and shall be called by the Secretary at the request
in writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting.

     SECTION  4.  Notice.   Written  or  printed  notice  of  every  meeting  of
stockholders,  annual or special,  stating the time and place thereof, and, if a
special meeting,  the purpose or purposes in general terms for which the meeting
is called, shall not be less than ten (10) days before such meeting and shall be
served upon or mailed to each  stockholder  entitled to vote thereat,  at his or
her  address  as it  appears  upon the  books  of the  Corporation  or,  if such
stockholder  shall have filed with the  Secretary of the  Corporation  a written
request  that notices  intended for him or her be mailed to some other  address,
then to the address  designated  in such  request.  Additionally,  any notice to
stockholders  given by the Corporation  shall be effective if given by a form of
electronic  transmission  consented to by the  stockholder to whom the notice is
given.  Any such consent shall be revocable by the stockholder by written notice
to the Secretary of the Corporation.

     SECTION  5.  Quorum.  Except  as  otherwise  provided  by  law  or  by  the
Certificate of Incorporation,  the presence in person or by proxy at any meeting
of  stockholders of the holders of a majority of the shares of the capital stock
of the Corporation  issued and outstanding and entitled to vote thereat shall be
requisite and shall constitute a quorum. If, however, such majority shall not be
represented at any meeting of the stockholders  regularly called, the holders of
a majority  of the shares  present  in person or by proxy and  entitled  to vote
thereat  shall have power to adjourn the meeting to another  time, or to another
time and place,  without  notice other than  announcement  of adjournment at the
meeting,  and there may be  successive  adjournments  for like cause and in like
manner  until the  requisite  amount of shares  entitled to vote at such meeting
shall be represented. At such adjourned meeting at which the requisite amount of
shares  entitled to vote  thereat  shall be  represented,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.

     SECTION  6.  Votes;   Proxies.   At  each  meeting  of  stockholders  every
stockholder shall have one vote for each share of capital stock entitled to vote
which is registered in his name on the books of the  Corporation  on the date on
which the transfer books were closed, if closed, or on the date set by the Board
of Directors  for the  determination  of  stockholders  entitled to vote at such
meeting.  At each such meeting  every  stockholder  shall be entitled to vote in
person,  or may authorize  another  person or persons to act for him or her by a
proxy which is in writing or transmitted as permitted by law, including, without
limitation,  electronically,  via telegram, internet, interactive voice response
system, or other means of electronic transmission executed or authorized by such
stockholder  or his or her  attorney-in-fact,  but no proxy shall be voted after
three years from its date,  unless the proxy provides for a longer  period.  Any
proxy transmitted  electronically shall set forth such information from which it
can be  determined  that such  electronic  transmission  was  authorized  by the
stockholder.

     At all  meetings  of the  stockholders  in which a quorum is  present,  all
matters  shall be decided by  majority  vote of the shares of stock  entitled to
vote held by  stockholders  present in person or by proxy,  except as  otherwise
required  by the  Certificate  of  Incorporation  or the  laws of the  State  of
Delaware.  Unless so directed by the chairman of the meeting, or required by the
laws of the State of Delaware,  the vote thereat on any question  need not be by
ballot.

     On a vote by ballot, each ballot shall be signed by the stockholder voting,
or in his or her name by his or her  proxy,  if there be such  proxy,  and shall
state the number of shares  voted by him or her and the number of votes to which
each share is entitled.

     SECTION 7. Inspectors of Election.  On a vote by ballot, the chairman shall
appoint two  inspectors of election,  who shall first take and subscribe an oath
or  affirmation  faithfully  to execute the duties of  inspector at such meeting
with strict  impartiality  and  according  to the best of their  ability and who
shall take charge of the polls and after the balloting  shall make a certificate
of the result of the vote taken;  but no director or candidate for the office of
director shall be appointed as such inspector.

     SECTION 8. Stock  List.  At least ten (10) days  before  every  election of
directors,  a complete list of  stockholders  entitled to vote at such election,
arranged in  alphabetical  order,  with the  residence of each and the number of
voting shares held by each shall be prepared by the  Secretary.  Such list shall
be open at the place  where the  election  is to be held until such  election of
directors at least for examination by any  stockholder  entitled to vote at that
election and shall be produced and kept at the time and place of election during
the whole time thereof, and subject to the inspection of any stockholder who may
be present.

     SECTION 9.

9.   Notice of Stockholder Business; Nomination of Director Candidates.

          (a)    At annual meetings of the stockholders, only such business
     shall be conducted as shall have been brought before the meetings (i)
     pursuant to the Corporation's notice of meeting, (ii) by or at the
     direction of the Board of Directors, or (iii) by any stockholder of the
     Corporation who is a stockholder of record at the time of giving of
     notice provided for in this Section 9, who shall be entitled to vote at
     such meeting, and who complies with the notice procedures set forth in
     this Section 9.

          (b)    Only persons who are nominated in accordance with the
     procedures set forth in these Bylaws shall be eligible to serve as
     directors. Nominations of persons for election to the Board of
     Directors may be made at a meeting of stockholders (i) by or at the
     direction of the Board of Directors or a committee thereof or (ii) by
     any stockholder of the Corporation who is a stockholder of record at
     the time of giving of notice provided for in this Section 9 who shall
     be entitled to vote for the election of directors at the meeting, and
     who complies with the notice procedures set forth in this Section 9.

          (c)    A stockholder must give timely, written notice to the
     Secretary of the Corporation to nominate a director at an annual
     meeting pursuant to Section 9 hereof or to propose business to be
     brought before an annual or special meeting pursuant to clause (iii) of
     Section 9(a) hereof. To be timely in the case of an annual meeting, a
     stockholder's notice must be received at the principal executive
     offices of the Corporation not less than 120 days before the date of
     the Corporation's proxy statement release to stockholders in connection
     with the Corporation's previous year's annual meeting of stockholders.
     To be timely in the case of a special meeting, or in the event that the
     date of the annual meeting is changed by more than 30 days from such
     anniversary date, a stockholder's notice must be received at the
     principal executive offices of the Corporation no later than the close
     of business on the tenth day following the earlier of the day on which
     notice of the meeting date was mailed or public disclosure of the
     meeting date was made. For purposes of this Section 9, public
     disclosure shall mean disclosure in a press release reported by the Dow
     Jones News Service, Associated Press or other comparable national news
     service or in a document publicly filed by the Corporation with the
     Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
     of the Securities Exchange Act of 1934 as amended (the "Exchange Act").
     Such stockholder's notice shall set forth (i) with respect to each
     matter, if any, that the stockholder proposes to bring before the
     meeting, a brief description of the business desired to be brought
     before the meeting and the reasons for conducting such business at the
     meeting, (ii) with respect to each person, if any, whom the stockholder
     proposes to nominate for election as a director, all information
     relating to such person (including such person(s) written consent to
     being named in the proxy statement as a nominee and to serving as a
     director) that is required under the Exchange Act, (iii) the name and
     address, as they appear on the Corporation's records, of the
     stockholder proposing such business or nominating such persons (as the
     case may be), and the name and address of the beneficial owner, if any,
     on whose behalf the proposal or nomination is made, (iv) the class and
     number of shares of capital stock of the Corporation that are owned
     beneficially by such stockholder making such proposed or nomination,
     and (v) any material interest or relationship that such stockholder of
     record and/or the beneficial owner, if any, on whose behalf the
     proposal or nomination is made may respectively have in such business
     or with such nominee. At the request of the Board of Directors, any
     person nominated for election as a director shall furnish to the
     Secretary of the Corporation the information required to be set forth
     in a stockholder(s) notice of nomination which pertains to the nominee.

          (d)    Notwithstanding anything in these Bylaws to the contrary,
     no business shall be conducted, and no person shall be nominated to
     serve as a director, at an annual or special meeting of stockholders,
     except in accordance with the procedures set forth in this Section 9.
     The Chairman of the meeting shall, if the facts warrant, determine that
     business was not properly brought before the meeting, or that a
     nomination was not made, in accordance with the procedures prescribed
     by these Bylaws and, if he or she shall so determine, he or she shall
     so declare to the meeting, and any such business not properly brought
     before the meeting shall not be transacted and any defective nomination
     shall be disregarded. A stockholder shall also comply with all
     applicable requirements of the Exchange Act, and the rules and
     regulations thereunder with respect to the matters set forth in this
     Section 9.

          (e) This Section 9 shall not prevent the consideration and approval or
     disapproval at the annual meeting of reports of officers, directors and
     committees of the Board of Directors, but, in connection with such reports,
     no business shall be acted upon at such annual meeting unless stated, filed
     and received as herein provided.

                                   ARTICLE III

                                    DIRECTORS

         Section 1. Number. The business and property of the Corporation shall
be conducted and managed by a Board of Directors consisting of not less than
three (3) members. The Board of Directors of the Corporation shall initially be
composed of three (3) directors, but the Board may at any time by resolution
increase or decrease the number of directors to such number in the manner
determined by the Board of Directors, but to not less than three (3). The
vacancies resulting from any such increase in the Board of Directors, or an
increase resulting from an amendment of this Section, shall be filled as
provided in Section 3 of this ARTICLE III.

         SECTION 2. Term of Office. Except as otherwise provided by law such
director shall hold office until the next annual meeting of stockholders, and
until his or her successor is duly elected and qualified or until his or her
earlier death or resignation.

         SECTION 3. Vacancies. If any vacancy shall occur among the directors,
or if the number of directors shall at any time be increased, the directors in
office, although less than a quorum, by a majority vote may fill the vacancies
or newly created directorships, or any such vacancies or newly created
directorships may be filled by the stockholders at any meeting. When one or more
directors shall resign from the Board of Directors, effective at a future date,
a majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective, and
each director so chosen shall hold office as herein provided in the filling of
other vacancies.

         SECTION 4. Meetings. Meetings of the Board of Directors shall be held
at such place within or without the State of Delaware as may from time to time
be fixed by resolution of the Board of Directors or by the Chairman of the
Board, the Presiding Director or the CEO as may be specified in the notice or
waiver of notice of any meeting. A regular meeting of the Board of Directors may
be held without notice immediately following the annual meeting of stockholders
at the place where such annual meeting is held. Regular meetings of the Board
may also be held without notice at such time and place as shall from time to
time be determined by resolution of the Board of Directors.

         Special meetings of the Board of Directors may be called by the
Chairman of the Board, the Presiding Director, the CEO, the Secretary or
Assistant Secretary and shall be called by the Secretary or Assistant Secretary
on the written request of two members of the Board of Directors. Notice of any
special meeting shall be given to each director at least (a) twelve (12) hours
before the meeting by telephone or by being personally delivered or transmitted
electronically, via telegram, facsimile, internet or other means of electronic
transmission or (b) three (3) days before the meeting if delivered by mail to
the director's residence or usual place of business. Such notice shall be deemed
to be delivered when deposited in the United States mail so addressed, with
postage prepaid, or when transmitted if sent electronically, via telegram,
facsimile, internet or other means of electronic transmission. Neither the
business to be transacted at, nor the purpose of, any special meeting of the
Board of Directors needs to be specified in the notice or waiver of notice of
such meeting.

         Members of the Board of Directors may participate in a meeting of such
Board by means of conference telephone or similar communication equipment or by
other means, provided all persons participating in the meeting can hear each
other, and participation in the meeting pursuant thereto shall constitute
presence in person at such meeting.

         Any director may waive notice of any meeting by a writing signed by the
director entitled to the notice and filed with the minutes or corporate records.
The attendance at or participation of the director at a meeting shall constitute
waiver of notice of such meeting, unless the director at the beginning of the
meeting or promptly upon his or her arrival objects to holding the meeting or
transacting business at the meeting and does not otherwise participate in such
meeting.

         SECTION 5. Quorum. A majority, but not less than one-third of the total
number of directors shall constitute a quorum for the transaction of business.
If at any meeting of the Board of Directors there shall be less than a quorum
present, a majority of those present may adjourn the meeting from time to time
without notice other than announcement of the adjournment at the meeting, and at
such adjourned meeting at which a quorum is present any business may be
transacted which might have been transacted at the meeting as originally
notified.

         SECTION 6. Compensation. The directors, other than those who are
employees of the Corporation may be paid their expenses, if any, of attendance
at each meeting of the Board of Directors, a fixed sum for attendance at each
meeting of the Board of Directors and/or a stated fee as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of the Executive Committee
and/or of other committees may be allowed like compensation and reimbursement of
expenses for attending committee meetings.

         SECTION 7. Chairman. From its members, the Board of Directors will
annually elect a Chairman to preside over meetings of the stockholders and of
the Board. The Chairman may simultaneously serve as any Officer of the
Corporation set forth in Article V. The Board may elect one or more Vice
Chairmen. In the absence of the Chairman, a Vice Chairman, if any, or a
Presiding Director, the Board shall designate a person to preside at such
meetings. The director's fee of the Chairman, and the Vice Chairman, if any,
will be set by the Board.

         SECTION 8. Presiding Director. From its non-management members, the
Board will elect a Presiding Director. The Presiding Director shall, if present,
preside at the meetings of the stockholders and Board of Directors in the
absence of the Chairman of the Board or upon direction from the Board of
Directors. The Presiding Director shall also preside at meetings of the
non-management members of the Board of Directors, assist with the Chair of the
applicable Board Committee or the Chairman of the Board, as applicable, in the
development of agendas and schedules for the meetings of the Board of Directors
and its committees, facilitate the delivery of information to the Board of
Directors and recommend, from time to time, the retention consultants and
professional advisors to consult and advise the Board of Directors. The
Presiding Director shall also have such other authority and powers as the Board
of Directors may from time to time prescribe. The director's fee of the
Presiding Director will be set by the Board.

         SECTION 9. Director Stock Ownership in the Corporation. Each director
elected or appointed to the Board of Directors shall own shares of common stock
of the Corporation. On and after the third annual anniversary of a director's
election or appointment to the Board of Directors, each director shall own
shares of common stock of the Corporation having a fair market value of not less
than 200% of the amount of the Board of Directors' annual retainer as then in
effect.

                                   ARTICLE IV

                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

         SECTION 1. Executive Committee. Members of the Executive Committee
shall consist of the Chairman, the Presiding Director, the Chairs of the Audit
and Compliance, Corporate Governance and the Management Development and
Compensation Committee or their successor committees. The Chairman of the Board
of Directors shall be the Chair of the Executive Committee. The Chairman of the
Executive Committee shall be designated by the Executive Committee and in the
absence of the Chairman; the Presiding Director shall preside at meetings of the
Executive Committee.

         SECTION 2. Procedure. The Executive Committee, by a vote of a majority
of its members, shall fix its own times and places of meeting, shall determine
the number of its members constituting a quorum for the transaction of business,
and shall prescribe its own rules of procedure, no change in which shall be made
save by a majority vote of its members. Members of the Executive Committee or
any other committee may participate in a meeting of such Committee by means of
conference telephone or similar communication equipment or by other means
provided all persons participating in the meeting can hear each other, and
participation in the meeting pursuant hereto shall constitute presence in person
at such meeting.

         SECTION 3. Powers. During the intervals between the meetings of the
Board of Directors, the Executive Committee shall possess and may exercise all
the powers of the Board of Directors in the management and direction of the
business and affairs of the Corporation, to the extent permitted by law.

         SECTION 4. Minutes. The Executive Committee shall keep regular minutes
of its proceedings, and all action by the Executive Committee shall be reported
to the Board of Directors at its next meeting. Such action shall be subject to
review by the Board of Directors, provided that no rights of third parties shall
be affected by such review.

         SECTION 5. Other Committees. From time to time the Board of Directors,
by the affirmative vote of a majority of the whole Board of Directors, may
appoint other committees for any purpose or purposes, and such committees shall
have such powers as shall be conferred by the resolution of appointment, and as
shall be permitted by law. In the absence of an appointed chairman of any such
committee, the Presiding Director shall preside at their meetings.

                                    ARTICLE V

                                    OFFICERS

         SECTION 1. Officers. The Board of Directors shall elect, as officers, a
Chief Executive Officer ("CEO"), a President, a Treasurer and a Secretary, and
in their discretion one or more of the following officers: Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents, Assistant Secretaries, and
Assistant Treasurers. Such officers shall be elected annually by the Board of
Directors at its first meeting following the annual meeting of stockholders, and
each shall hold office until the corresponding meeting of the Board of Directors
in the next year and until his or her successor shall have been duly elected and
qualified, or until he or she shall have died or resigned or shall have been
removed in the manner provided herein. The powers and duties of two or more
offices may be exercised and performed by the same person, except the offices of
CEO and Secretary.

         SECTION 2. Vacancies. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors at any regular or
special meeting.

         SECTION 3. Chief Executive Officer The CEO shall be the chief executive
officer of the Corporation. Subject to the direction of the Board of Directors,
he or she shall have and exercise direct charge of and general supervision over
the business and affairs of the Corporation and shall perform such other duties
as may be assigned to him or her from time to time by the Board of Directors.

         SECTION 4. President. The President shall perform such duties as the
Board of Directors may prescribe. In the absence or disability of the CEO, the
President shall perform and exercise the powers of the CEO. In addition, the
President shall perform such duties as from time to time may be delegated to him
or her by the CEO.

         SECTION 5. Executive Vice Presidents. The Executive Vice Presidents
shall perform such duties as the Board of Directors may prescribe. In the
absence or disability of the CEO and President, the Executive Vice Presidents in
the order of their seniority or in such order as may be specified by the Board
of Directors, shall perform the duties of CEO. In addition, the Executive Vice
Presidents shall perform such duties as may from time to time be delegated to
them by the CEO.

         SECTION 6. Senior Vice Presidents. The Senior Vice Presidents shall
perform such duties as the Board of Directors may prescribe. In the absence or
disability of the CEO, President, and the Executive Vice Presidents, the Senior
Vice Presidents in the order of their seniority or in such other order as may be
specified by the Board of Directors, shall perform the duties and exercise the
powers of the President. In addition, the Senior Vice Presidents shall perform
such duties as from time to time may be delegated to them by the CEO.

         SECTION 7. Vice Presidents. The Vice Presidents shall perform such
duties as the Board of Directors may prescribe. In the absence or disability of
the CEO, President, the Executive Vice Presidents and the Senior Vice
Presidents, the Vice Presidents in the order of their seniority or in such other
order as may be specified by the Board of Directors, shall perform the duties
and exercise the powers of the President. In addition, the Vice Presidents shall
perform such duties as may from time to time be delegated to them by the CEO.

         SECTION 8. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other depositaries as shall, from time to time, be selected by the Board of
Directors; he or she may endorse for collection on behalf of the Corporation,
checks, notes and other obligations; he or she may sign receipts and vouchers
for payments made to the Corporation; singly or jointly with another person as
the Board of Directors may authorize, he or she may sign checks of the
Corporation and pay out and dispose of the proceeds under the direction of the
Board of Directors; he or she shall cause to be kept correct books of account of
all the business and transactions of the Corporation, shall see that adequate
audits thereof are currently and regularly made, and shall examine and certify
the accounts of the Corporation; he or she shall render to the Board of
Directors, the Executive Committee, the Chairman of the Board, the Vice
Chairman, if any, the Presiding Director, the CEO or to the President, whenever
requested, an account of the financial condition of the Corporation; he or she
may sign with the Chairman of the Board, the Vice Chairman of the Board, the
CEO, the President or a Vice President, certificates of stock of the
Corporation; and, in general, shall perform all the duties incident to the
office of a treasurer of a Corporation, and such other duties as from time to
time may be assigned to him or her by the Board of Directors.

         SECTION 9. Assistant Treasurers. The Assistant Treasurers in order of
their seniority shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties as the CEO, or the Board of Directors shall prescribe.

         SECTION 10. Secretary. The Secretary shall keep the minutes of all
meetings of the stockholders and of the Board of Directors in books provided for
the purpose; he or she shall see that all notices are duly given in accordance
with the provisions of law and these Bylaws; he or she shall be custodian of the
records and of the corporate seal or seals of the Corporation; he or she shall
see that the corporate seal is affixed to all documents, the execution of which,
on behalf of the Corporation, under its seal, is duly authorized and when the
seal is so affixed he or she may attest the same; he or she may sign, with the
Chairman of the Board, the Vice Chairman, the CEO, the President or a Vice
President, certificates of stock of the Corporation; and in general he or she
shall perform all duties incident to the office of a secretary of a corporation,
and such other duties as from time to time may be assigned to him or her by the
Board of Directors or the CEO.

         SECTION 11. Assistant Secretaries. The Assistant Secretaries in order
of their seniority shall, in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and shall perform such other
duties as the CEO, or the Board of Directors shall prescribe.

         SECTION 12. Subordinate Officers. The Board of Directors may appoint
such subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority and perform such duties as the Board
of Directors may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.

         SECTION 13. Compensation. The Board of Directors shall have power to
fix the compensation of all officers of the Corporation. It may authorize any
officer, upon whom the power of appointing subordinate officers may have been
conferred, to fix the compensation of such subordinate officers.

         SECTION 14. Removal. Any officer of the Corporation may be removed,
with or without cause, by a majority vote of the Board of Directors at a meeting
called for that purpose.

         SECTION 15. Bonds. The Board of Directors may require any officer of
the Corporation to give a bond to the Corporation, conditional upon the faithful
performance of his or her duties, with one or more sureties and in such amounts
as may be satisfactory to the Board of Directors.

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

         SECTION 1. Direct Registration of Shares. The Corporation may, with the
Board of Directors' approval, participate in a direct registration system
approved by the Securities and Exchange Commission and by the New York Stock
Exchange or any securities exchange on which the stock of the Corporation may
from time to time be traded, whereby shares of stock of the Corporation may be
registered in the holder's name in uncertificated, book-entry form on the books
of the Corporation.

         SECTION 2. Form and Execution of Certificates. Except for shares
represented in book-entry form under a direct registration system contemplated
in Section 1 of this Article VI above, the interest of each stockholder of the
Corporation shall be evidenced by a certificate or certificates for shares of
stock in such form as may be prescribed from time to time by law and by the
Board of Directors. The certificates of stock of each class and series now
authorized or which may hereafter be authorized by the Certificate of
Incorporation shall be consecutively numbered and signed by either the Chairman
of the Board or the CEO or the President or a Vice President together either
with the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Corporation, and may be countersigned and registered in such
manner as the Board of Directors may prescribe, and shall bear the corporate
seal or a printed or engraved facsimile thereof. Where any such certificate is
signed by a transfer agent or transfer clerk and by a registrar, the signatures
of any such Chairman of the Board, CEO, President, Vice President, Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary upon such certificate may
be facsimiles engraved or printed. The signatures by a transfer agent or
transfer clerk and by a registrar may be either in facsimile form or manual
form. In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been placed upon, such certificate or
certificates shall have ceased to be such, whether because of death, resignation
or otherwise, before such certificate or certificates shall have been issued and
delivered, such certificate or certificates may nevertheless be issued and
delivered with the same effect as if such officer or officers had not ceased to
be such at the date of its issue and delivery.

         SECTION 3. Transfer of Shares. The shares of the stock of the
Corporation shall be transferred on the books of the Corporation by the holder
thereof in person or by his or her attorney lawfully constituted, upon surrender
for cancellation of certificates for the same number of shares, with an
assignment and power of transfer endorsed thereon or attached thereto, duly
executed, with such proof or guaranty of the authenticity of the signature as
the Corporation or its agents may reasonably require. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person whether or not it shall have express or other notice thereof,
except as otherwise expressly provided by law.

         SECTION 4. Closing of Transfer Books and Record Dates. The Board of
Directors may in its discretion prescribe in advance a period not exceeding
sixty (60) days prior to the date of any meeting of the stockholders or prior to
the last day on which the consent or dissent of stockholders may be effectively
expressed for any purpose without a meeting, during which no transfer of stock
on the books of the Corporation may be made; or in lieu of prohibiting the
transfer of stock, may fix in advance a time not more than sixty (60) days prior
to the date of any meeting of stockholders or prior to the last day on which the
consent or dissent of stockholders may be effectively expressed for any purpose
without a meeting, as the time as of which stockholders entitled to notice of
and to vote at such a meeting or whose consent or dissent is required or may be
expressed for any purpose, as the case may be, shall be determined; and all
persons who were holders of record of voting stock at such time and no others
shall be entitled to notice of and to vote at such meeting or to express their
consent or dissent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any record date fixed as aforesaid.
The Board of Directors may also, in its discretion, fix in advance a date not
exceeding sixty (60) days preceding the date fixed for the payment of any
dividend or the making of any distribution, or for the delivery of evidence of
rights, or evidences of interests arising out of any issuance, change,
conversion or exchange of capital stock, as a record date for the determination
of the stockholders entitled to receive or participate in any such dividend,
distribution, rights or interests, notwithstanding any transfer of any stock on
the books of the Corporation after any record date fixed as aforesaid, or, at
its option, in lieu of so fixing a record date, may prescribe in advance a
period not exceeding sixty (60) days prior to the date for such payment,
distribution or delivery during which no transfer of stock on the books of the
Corporation may be made.

         SECTION 5. Lost or Destroyed Certificates. In case of the loss or
destruction of any outstanding certificate of stock, a new certificate may be
issued upon the following conditions:

         The owner of said certificate shall file with the Secretary of the
Corporation an affidavit giving the facts in relation to the ownership, and in
relation to the loss or destruction of said certificate, stating its number and
the number of shares represented thereby; such affidavit to be in such form and
contain such statements as shall satisfy the Chairman of the Board and Secretary
that said certificate has been accidentally destroyed or lost, and that a new
certificate ought to be issued in lieu thereof. Upon being so satisfied, the
Chairman of the Board and Secretary may require such owner to file with the
Secretary a bond in such penal sum and in such form as they may deem advisable,
and with a surety or sureties approved by them, to indemnify and save harmless
the Corporation from any claim, loss, damage or liability which may be
occasioned by the issuance of a new certificate in lieu thereof, or if they deem
it appropriate, to waive the requirement to secure a bond with a surety. Upon
such bond being so filed, if required, a new certificate for the same number of
shares shall be issued to the owner of the certificate so lost or destroyed; and
the transfer agent and registrar of stock, if any, shall countersign and
register such new certificate upon receipt of a written order signed by the said
Chairman of the Board and Secretary, and thereupon the Corporation will save
harmless said transfer agent and registrar in the premises. The CEO or the
President or any Vice President may act hereunder in the stead of the Chairman
of the Board, and an Assistant Secretary in the stead of the Secretary. In case
of the surrender of the original certificate, in lieu of which a new certificate
has been issued, or the surrender of such new certificate, for cancellation, the
bond of indemnity given as a condition of the issue of such new certificate may
be surrendered. A new certificate may be issued without requiring any bond when
in the judgment of the Board of Directors it is proper to do so.

                                   ARTICLE VII

                               CHECKS, NOTES, ETC.

         SECTION 1. Execution of Checks, Notes, etc. All checks and drafts on
the Corporation's bank accounts and all bills of exchange and promissory notes,
and all acceptances, obligations and other instruments for the payment of money,
shall be signed by such officer or officers, agent or agents, as shall be
thereunto authorized from time to time by the Board of Directors.

         SECTION 2. Execution of Contracts, Assignments, etc. All contracts,
agreements, endorsements, assignments, transfers, stock powers, or other
instruments (except as provided in Sections 1 and 3 of this Article VII) shall
be signed by the CEO, the President, any Executive Vice President, Senior Vice
President, or Vice President and by the Secretary or any Assistant Secretary or
the Treasurer or any Assistant Treasurer, or by such other officer or officers,
agent or agents, as shall be thereunto authorized from time to time by the Board
of Directors.

         SECTION 3. Execution of Proxies. The Chairman of the Board, the CEO,
President, any Executive Vice President, or Senior Vice President or Vice
President of the Corporation may authorize from time to time the signature and
issuance of proxies to vote upon shares of stock of other companies standing in
the name of the Corporation. All such proxies shall be signed in the name of the
Corporation by the Chairman of the Board, the CEO, President, any Executive Vice
President, Senior Vice President or Vice President and by the Secretary or an
Assistant Secretary.

                                  ARTICLE VIII

                              WAIVERS AND CONSENTS

         SECTION 1. Waivers. Whenever under the provisions of any law or under
the provisions of the Certificate of Incorporation of the Corporation or these
Bylaws, the Corporation, or the Board of Directors or any committee thereof, is
authorized to take any action after notice to stockholders or the directors or
the members of such committee, or after the lapse of a prescribed period of
time, such action may be taken without notice and without the lapse of any
period of time if, at any time before or after such action be completed, such
requirements be waived in writing by the person or persons entitled to said
notice or entitled to participate in the action to be taken, or, in the case of
a stockholder, by his or her attorney thereunto authorized.

         SECTION 2. Consents. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting, if prior to such action a written
consent thereto is signed by all members of the Board of Directors or of such
committee as the case may be, and such written consent is filed with the minutes
of proceedings of the Board of Directors or of such committee.

                                   ARTICLE IX

                           DIVIDENDS AND RESERVE FUNDS

         SECTION 1. Dividends. Except as otherwise provided by law or by the
Certificate of Incorporation, the Board of Directors may declare dividends out
of the surplus of the Corporation at such times and in such amounts as it may
from time to time designate.

         SECTION 2. Reserve Funds. Before crediting net profits to the surplus
in any year, there may be set aside out of the net profits of the Corporation
for that year such sum or sums as the Board of Directors from time to time in
its absolute discretion may deem proper as a reserve fund or funds to meet
contingencies or for equalizing dividends or for repairing or maintaining any
property of the Corporation or for such other purpose as the Board of Directors
shall deem conducive to the interests of the Corporation.

                                    ARTICLE X

                               INSPECTION OF BOOKS

         The Board of Directors shall determine from time to time whether and,
if allowed, when and under what conditions and regulations, the accounts and
books of the Corporation (except as otherwise such as may by statute be
specifically open to inspection) or any of them shall be open to the inspection
of the stockholders; and the stockholders' rights in this respect are and shall
be restricted and limited accordingly.

                                   ARTICLE XI

                                   FISCAL YEAR

         The fiscal year of the Corporation shall end on the thirty-first day of
December each year, unless another date shall be fixed by resolution of the
Board of Directors. After such date is fixed, it may be changed for future
fiscal years at any time or from time to time by further resolution of the Board
of Directors.

                                   ARTICLE XII

                                      SEAL

         The corporate seal shall be circular in form and shall contain the name
of the Corporation, the state of incorporation, and the words "Corporate Seal".

                                  ARTICLE XIII

                                   AMENDMENTS

         SECTION 1. By Stockholders. These Bylaws may be amended by a majority
vote of the stock entitled to vote and present or represented at any annual or
special meeting of the stockholders at which a quorum is present or represented,
if notice of the proposed amendment shall have been contained in the notice of
the meeting.

         SECTION 2. By Directors. Except as otherwise specifically provided in
the Bylaws, if any, adopted by the stockholders, these Bylaws may be amended by
the affirmative vote of a majority of the Board of Directors, at any regular
meeting or special meeting thereof, if notice of the proposed amendment shall
have been contained in the notice of such meeting. If any Bylaw regulating an
impending election of directors is adopted or amended or repealed by the Board
of Directors, there shall be set forth in the notice of the next meeting of the
stockholders for the election of directors the Bylaws so adopted or amended or
repealed together with a concise statement of the changes made.


                                   ARTICLE XIV

                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                              EMPLOYEES AND AGENTS

         The Corporation shall indemnify and reimburse each person, and his or
her heirs, executors or administrators, who is made or is threatened to be made
a party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or she was or is
a director, officer, employee or agent of the Corporation or was or is serving
at the request of the Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement, actually or reasonably incurred by him or her in connection with
such action, suit or proceeding and shall advance the expenses incurred by any
officer or director in defending any such action, suit or proceeding to the full
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware as it may be amended or supplemented from time to time. Such right of
indemnification or advancement of expenses of any such person shall not be
deemed exclusive of any other rights to which he or she may be entitled under
any statute, bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his or her official capacity and as to action
in another capacity while holding such office.

         The foregoing provisions of this Article XIV shall be deemed to be a
contract between the Corporation and each person who serves in any capacity
specified therein at any time while this bylaw is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofor existing or any action,
suit or proceeding theretofor or thereafter brought based in whole or in part
upon any such state of facts.



                                                                                  EXHIBIT 12
                             RADIOSHACK CORPORATION

         STATEMENTS OF COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
         AND RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS


                                                   Three Months Ended     Nine Months Ended
                                                      September 30,          September 30,
                                                   ------------------     ------------------
(In millions, except ratios)                         2003      2002         2003      2002
----------------------------                       --------  --------     --------  --------
                                                                        
Ratio of Earnings to Fixed Charges:

Net income                                         $  57.1   $  44.9      $ 171.2   $ 154.3
Plus provision for income taxes                       33.0      27.5        100.8      94.6
                                                   --------  --------     --------  --------
Income before income taxes                            90.1      72.4        272.0     248.9
                                                   --------  --------     --------  --------

Fixed charges:

Interest expense and amortization, including debt
 discount                                              8.4      11.0         27.3      32.0
Amortization of debt issuance costs                    0.3       0.3          0.8       0.8
Capitalized Interest                                   0.2        --          1.3        --
Appropriate portion (33 1/3%) of rentals              20.9      20.4         62.4      60.6
                                                   --------  --------     --------  --------
  Total fixed charges                                 29.8      31.7         91.8      93.4
                                                   --------  --------     --------  --------

Earnings before income taxes and fixed charges,
 excluding capitalized interest                    $ 119.7   $ 104.1      $ 362.5   $ 342.3
                                                   ========  ========     ========  ========

Ratio of earnings to fixed charges                    4.02      3.28         3.95      3.66
                                                   ========  ========     ========  ========

Ratio of Earnings to Fixed Charges and
Preferred Dividends:

Total fixed charges, as above                      $  29.8   $  31.7      $  91.8   $  93.4
Preferred dividends                                     --       1.1           --       3.4
                                                   --------  --------     --------  --------
Total fixed charges and preferred dividends        $  29.8   $  32.8      $  91.8   $  96.8
                                                   ========  ========     ========  ========

Earnings before income taxes and fixed charges,
 excluding capitalized interest                    $ 119.7   $ 104.1      $ 362.5   $ 342.3
                                                   ========  ========     ========  ========

Ratio of earnings to fixed charges and preferred
 dividends                                            4.02      3.17         3.95      3.54
                                                   ========  ========     ========  ========





                                                                   Exhibit 31(a)
                                 CERTIFICATIONS

I, Leonard H. Roberts, certify that:

        1.  I have reviewed this quarterly report on Form 10-Q of RadioShack
            Corporation;

        2.  Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

        3.  Based on my knowledge, the financial statements, and other
            financial information included in this report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the registrant as of, and for, the periods presented
            in this report;

        4.  The registrant's other certifying officer(s) and I are responsible
            for establishing and maintaining disclosure controls and procedures
            (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

                a)  Designed such disclosure controls and procedures, or caused
                    such disclosure controls and procedures to be designed under
                    our supervision, to ensure that material information
                    relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those
                    entities, particularly during the period in which this
                    report is being prepared;

                b)  Evaluated the effectiveness of the registrant's disclosure
                    controls and procedures and presented in this report our
                    conclusions about the effectiveness of the disclosure
                    controls and procedures, as of the end of the period covered
                    by this report based on such evaluation; and

                c)  Disclosed in this report any change in the registrant's
                    internal control over financial reporting that occurred
                    during the registrant's most recent fiscal quarter (the
                    registrant's fourth fiscal quarter in the case of an annual
                    report) that has materially affected, or is reasonably
                    likely to materially affect, the registrant's internal
                    control over financial reporting; and

        5.  The registrant's other certifying officer(s) and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of registrant's board of directors (or persons performing
            the equivalent function):

                a)  All significant deficiencies and material weaknesses in the
                    design or operation of internal control over financial
                    reporting which are reasonably likely to adversely affect
                    the registrant's ability to record, process, summarize and
                    report financial information; and

                b)  Any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal control over financial reporting.


Date:  November 12, 2003                By  /s/       Leonard H. Roberts
                                          --------------------------------------
                                                      Leonard H. Roberts
                                                   Chief Executive Officer




                                                                   Exhibit 31(b)
                                 CERTIFICATIONS

I, Michael D. Newman, certify that:

        1.  I have reviewed this quarterly report on Form 10-Q of RadioShack
            Corporation;

        2.  Based on my knowledge, this report does not contain any untrue
            statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such statements were made, not misleading with respect
            to the period covered by this report;

        3.  Based on my knowledge, the financial statements, and other financial
            information included in this report, fairly present in all material
            respects the financial condition, results of operations and cash
            flows of the registrant as of, and for, the periods presented in
            this report;

        4.  The registrant's other certifying officer(s) and I are responsible
            for establishing and maintaining disclosure controls and procedures
            (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
            registrant and have:

                a)  Designed such disclosure controls and procedures, or caused
                    such disclosure controls and procedures to be designed under
                    our supervision, to ensure that material information
                    relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those
                    entities, particularly during the period in which this
                    report is being prepared;

                b)  Evaluated the effectiveness of the registrant's disclosure
                    controls and procedures and presented in this report our
                    conclusions about the effectiveness of the disclosure
                    controls and procedures, as of the end of the period covered
                    by this report based on such evaluation; and

                c)  Disclosed in this report any change in the registrant's
                    internal control over financial reporting that occurred
                    during the registrant's most recent fiscal quarter (the
                    registrant's fourth fiscal quarter in the case of an annual
                    report) that has materially affected, or is reasonably
                    likely to materially affect, the registrant's internal
                    control over financial reporting; and

        5.  The registrant's other certifying officer(s) and I have disclosed,
            based on our most recent evaluation of internal control over
            financial reporting, to the registrant's auditors and the audit
            committee of registrant's board of directors (or persons performing
            the equivalent function):

                a)  All significant deficiencies and material weaknesses in the
                    design or operation of internal control over financial
                    reporting which are reasonably likely to adversely affect
                    the registrant's ability to record, process, summarize and
                    report financial information; and

                b)  Any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal control over financial reporting.


Date:  November 12, 2003              By  /s/         Michael D. Newman
                                          --------------------------------------
                                                      Michael D. Newman
                                                  Chief Financial Officer


                                                                      Exhibit 32
                           SECTION 1350 CERTIFICATIONS

In connection  with the Quarterly  Report of  RadioShack  Corporation  (the
"Company")  on Form 10-Q for the period ended  September 30, 2003, as filed with
the  Securities  and  Exchange  Commission  on the date  hereof  (the "Report"),
we, Leonard H. Roberts, Chief Executive Officer of the Company, and Michael D.
Newman,  Chief Financial Officer of the Company,  certify to our knowledge,
pursuant to 18 U.S.C.  ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-
Oxley Act of 2002, that:

        (1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

        (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


/s/ Leonard H. Roberts

Leonard H. Roberts
Chief Executive Officer
November 12, 2003



/s/ Michael D. Newman

Michael D. Newman
Chief Financial Officer
November 12, 2003


A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.