AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 20, 1999
                                        REGISTRATION NO.  333-_______________
=============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT

                                   UNDER

                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                        DAL-TILE INTERNATIONAL INC.
           (Exact name of registrant as specified in its charter)

         DELAWARE                                            13-3548809
     (State or other                                      (I.R.S. Employer
     jurisdiction of                                   Identification Number)
     incorporation or
      organization)
                           7834 C.F. HAWN FREEWAY
                              DALLAS, TX 75217
                               (214) 398-1411
                  (Address of principal executive offices)

                   CERTAIN SHARES TO BE ISSUED UNDER THE
                      DAL-TILE INTERNATIONAL INC. 1990
                STOCK OPTION PLAN (AS AMENDED AND RESTATED)
                          (Full title of the plan)

                             JACQUES R. SARDAS
                     PRESIDENT, CHIEF EXECUTIVE OFFICER
                         AND CHAIRMAN OF THE BOARD
                        DAL-TILE INTERNATIONAL INC.
                           7834 C.F. HAWN FREEWAY
                              DALLAS, TX 75217
                               (214) 398-1411
         (Name, address, and telephone number of agent for service)




<PAGE>



                      CALCULATION OF REGISTRATION FEE

=============================================================================
                                     PROPOSED     PROPOSED
 TITLE OF SECURITIES   AMOUNT TO     MAXIMUM      MAXIMUM        AMOUNT OF
  TO BE REGISTERED        BE         OFFERING     AGGREGATE     REGISTRATION
                       REGISTERED   PRICE PER     OFFERING          FEE
                                      SHARE        PRICE
-----------------------------------------------------------------------------

Common Stock, par      2,803,931    $9.01(2)  $25,263,418.31(2)  $7,023.23(2)
value $.01 per share     shares(1)                   

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

Common Stock, par        725,875    $9.91(2)   $7,193,421.25(2)  $1,999.77(2)
value $.01 per share     shares(1)                   

=============================================================================

(1) Includes an  indeterminate  number of shares of Common Stock that may be
    issuable  by  reason  of  stock  splits,   stock  dividends  or  similar
    transactions  in accordance  with Rule 416 under the  Securities  Act of
    1933.

(2) Pursuant to Rule 457(h) under the  Securities  Act of 1933,  the amounts
    are  calculated  based upon the  maximum  price at which  stock  options
    covering the registered shares of Common Stock may be exercised.


<PAGE>


                              EXPLANATORY NOTE

     This  Registration  Statement  relates to  3,529,806  shares of common
stock of Dal-Tile  International  Inc. (the "Company",  "we", or "us"), par
value $.01 per share (the  "Common  Stock"),  which may be issued  upon the
exercise  of  non-qualified   stock  options  granted  under  the  Dal-Tile
International  Inc.  1990 Stock Option Plan,  as amended and restated  (the
"Plan").  These shares  constitute  only those shares of Common Stock which
are issuable  pursuant to the exercise of options  which were granted under
the Plan through and including January 1, 1996.  Shares underlying  options
granted  subsequent to January 1, 1996 are not covered by this Registration
Statement.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Our SEC filings are also available to the
public from the SEC's web site at  http://www.sec.gov.  Reports,  proxy and
information  statements  and other  information  concerning  us can also be
inspected at the offices of the New York Stock  Exchange,  20 Broad Street,
New York, NY 10005.

     The SEC allows us to "incorporate by reference"  information into this
registration  statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  registration  statement,  and later  information that we file
with the SEC will  automatically  update this  registration  statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d)
of  the  Securities  Exchange  Act  of  1934,  as  amended,  prior  to  the
termination of the offering:

     *    Annual  Report on Form 10-K and Form  10-K/A  for the year  ended
          January 2, 1998;

     *    Quarterly  Reports on Form 10-Q for the  quarterly  periods ended
          October 2, 1998, July 3, 1998 and April 3, 1998; and

     *    The description of the Common Stock contained in our registration
          statement on Form 8-A, dated July 16, 1996 (File No. 1-11939).

     You may  request a copy of these  filings  at no cost,  by  writing or
telephoning us at the following address:

          Mark A. Solls
          Vice President, General Counsel
            and Secretary
          Dal-Tile International Inc.
          7834 C.F. Hawn Freeway
          Dallas, Texas  75217
          (214) 398-1411

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the securities  offered pursuant to this  Registration
Statement has been passed upon for the Company by Mark A. Solls, Esq., Vice
President,  General  Counsel and  Secretary of the Company.  Mr. Solls owns
shares and options to purchase shares of Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article  SEVENTH of the Second  Amended and  Restated  Certificate  of
Incorporation of the Company provides as follows:

          "To  the  fullest  extent  permitted  by the  Delaware  General
          Corporation Law as the same exists or may hereafter be amended,
          a  Director  of the  Corporation  shall  not be  liable  to the
          Corporation or its stockholders for monetary damages for breach
          of fiduciary duty as a Director."

     Section  145 of the General  Corporation  Law of the State of Delaware
provides as follows:

     A corporation shall have power to indemnify any person who was or is a
party or is  threatened  to be made a party to any  threatened,  pending or
completed   action,   suit  or   proceeding,   whether   civil,   criminal,
administrative or investigative (other than an action by or in the right of
the  corporation),  by  reason  of the  fact  that the  person  is or was a
director,  officer,  employee  or  agent  of the  corporation  or is or was
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 attorneys' fees),  judgments,  fines
and amounts  paid in  settlement  actually and  reasonably  incurred by the
person in  connection  with such action,  suit or  proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the  corporation  and, with respect
to any criminal  action or proceeding,  had no reasonable  cause to believe
his conduct was unlawful.

     In a  derivative  action,  i.e.,  one  by  or  in  the  right  of  the
corporation,  indemnification  may be made only for  expenses  actually and
reasonably  incurred  by a  director,  officer,  employee  or  agent of the
corporation,  or a  person  who is or was  serving  at the  request  of the
corporation  as  a  director,   officer,   employee  or  agent  of  another
corporation  or  business  association  in  connection  with the defense or
settlement of an action or suit, if such person has acted in good faith and
in a manner that he or she  reasonably  believed to be in or not opposed to
the best interests of the corporation, except that no indemnification shall
be made if such  person  shall  have  been  adjudged  to be  liable  to the
corporation  unless  and only to the  extent  that the  court in which  the
action  or suit was  brought  shall  determine  upon  application  that the
defendant is fairly and reasonably  entitled to indemnity for such expenses
despite such adjudication of liability.

     The Company has entered into agreements to provide indemnification for
the Company's directors in addition to the indemnification  provided for in
the Restated Bylaws of the Company.  These agreements,  among other things,
will indemnify the Company's  directors to the fullest extent  permitted by
Delaware law for certain  expenses  (including  attorneys'  fees),  losses,
claims,  liabilities,  judgments,  fines and settlement amounts incurred by
such indemnitee in any action or proceeding,  including any action by or in
the right of the  Company,  on account of services as a director or officer
of any  affiliate of the Company,  or as a director or officer of any other
company or  enterprise  that the  indemnitee  provides  services  to at the
request of the Company.

ITEM 8.  EXHIBITS

EXHIBIT NO.             DESCRIPTION OF EXHIBIT
-----------             ----------------------

4.1   --  Second Amended and Restated  Certificate of Incorporation  of the
          Company (Filed as Exhibit 3.1 to the Company's Form 10-Q filed on
          November 7, 1996 and incorporated herein by reference).

4.2   --  Amended and Restated By-Laws of the Company (Filed as Exhibit 3.2
          to   the   Company's   Registration   Statement   on   Form   S-1
          (No. 333-5069) and incorporated herein by reference).

4.3   --  Specimen  form of certificate  for common stock (Filed as Exhibit
          4.1  to  the   Company's  Registration   Statement  on  Form  S-1
          (No. 333-5069) and incorporated herein by reference).

4.4   --  Dal-Tile International Inc. 1990 Stock Option Plan as amended and
          restated (entitled the Dal-Tile International Inc. 1998 Amended
          and Restated Stock Option Plan).*

5.1   --  Opinion  of  Mark A. Solls as to the  legality  of the  shares of
          Common Stock covered by the Registration Statement.*

23.1  --  Consent of Ernst & Young LLP.*

24.1  --  Powers of Attorney (included on the signature pages).

*    Filed herewith.



ITEM 9.  UNDERTAKINGS

     The Company hereby undertakes:

          (a)  To file,  during  any  period  in which  offers or sales are
     being made, a post-effective  amendment to the Registration  Statement
     to  include  any  material  information  with  respect  to the plan of
     distribution not previously disclosed in the Registration Statement or
     any material change to such information in the Registration Statement.

          (b)  That, for the purpose of determining any liability under the
     Securities  Act, each  post-effective  amendment to this  Registration
     Statement shall be deemed to be a new registration  statement relating
     to the securities offered therein, and the offering of such securities
     at that  time  shall be deemed to be the  initial  bona fide  offering
     thereof.

          (c)  To remove  from  registration  by means of a  post-effective
     amendment any of the securities  being  registered which remain unsold
     at the termination of the offering.

          (d)  That, for the purpose of determining any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section   13(a)  or  Section   15(d)  of  the  Exchange  Act  that  is
     incorporated  by reference  in this  Registration  Statement  shall be
     deemed to be a new registration  statement  relating to the securities
     offered  therein,  and the  offering of such  securities  at that time
     shall be deemed to be the initial bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the Company has been  advised  that in the opinion of the  Commission  such
indemnification is against public policy as expressed in the Securities Act
and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other than the payment by the
Company of expenses incurred or paid by a director,  officer or controlling
person of the  Company in the  successful  defense of any  action,  suit or
proceeding) is asserted by such director,  officer or controlling person in
connection with the securities being  registered,  the Company will, unless
in the opinion of its counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final  adjudication  of such
issue.



                                 SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Company  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for filing on Form S-8 and has duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized, in Dallas, Texas, on January 20, 1999.


                                    DAL-TILE INTERNATIONAL INC.
                                    


                                    By: /s/ Mark A. Solls
                                       ---------------------------
                                       Mark A. Solls
                                       Vice President, General Counsel
                                       and Secretary


                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below hereby  constitutes and appoints Mark A. Solls, as his or her
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him in his or her name, place and stead, in any and
all  capacities,  to  sign  any  and all  amendments  to this  Registration
Statement  and  any   additional   registration   statements   pursuant  to
Instruction  E to  Form  S-8  and  any  and  all  documents  in  connection
therewith,  and to file  the  same,  with  all  exhibits  thereto,  and all
documents  in  connection  therewith,  with  the  Securities  and  Exchange
Commission,  granting unto said  attorney-in-fact  and agent full power and
authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises, as fully to all intents and
purposes  as he or she might or could do in person,  and  hereby  ratifies,
approves and confirms all that his or her said  attorney-in-fact and agent,
or his or her  substitute  or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been  signed by the  following  persons in the
capacities and on the dates indicated:

            SIGNATURE                      TITLE                     DATE
            ---------                      -----                     ----

   /s/ Jacques R. Sardas
   ----------------------                                     Jan. 20, 1999
   Jacques R. Sardas          President, Chief Executive
                              Officer and Chairman of the
                              Board of Directors
   /s/ William C. Wellborn
   ------------------------                                    Jan. 20, 1999
   William C. Wellborn        Executive Vice President and
                              Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)

   /s/ John M. Goldsmith
   -----------------------                                    Jan. 20, 1999
   John M. Goldsmith          Director

   /s/ Charles J. Pilliod, Jr.
   -----------------------                                    Jan. 20, 1999
   Charles J. Pilliod, Jr.    Director

   /s/ Henry  F. Skelsey
   -----------------------                                    Jan. 20, 1999
   Henry F. Skelsey           Director

   /s/ Douglas D. Danforth
   -----------------------                                    Jan. 20, 1999
   Douglas D. Danforth        Director

   /s/ Vincent A. Mai
   -----------------------                                    Jan. 20, 1999
   Vincent A. Mai             Director

   /s/ Norman E. Wells, Jr.
   -----------------------                                    Jan. 20, 1999
   Norman E. Wells, Jr.       Director

   /s/ John F. Fiedler
   -----------------------                                    Jan. 20, 1999
   John F. Fiedler            Director


<PAGE>


                             INDEX TO EXHIBITS
                             -----------------

 EXHIBIT NO.               DESCRIPTION OF EXHIBIT
 -----------               ----------------------

    4.1     Second Amended and Restated Certificate of Incorporation of
            the  Company  (Filed as Exhibit 3.1 to the  Company's  Form
            10-Q filed on November 7, 1996 and  incorporated  herein by
            reference).
 
    4.2     Amended  and  Restated  By-Laws of the  Company   (Filed as
            Exhibit 3.2 to the  Company's  Registration   Statement  on
            Form  S-1  (No. 333-5069)   and   incorporated   herein  by
            reference).

    4.3     Specimen  form of  Certificate   for Common Stock (Filed as
            Exhibit 4.1 to the  Company's   Registration  Statement  on
            Form  S-1  (No. 333-5069)   and   incorporated   herein  by
            reference.)

    4.4     Dal-Tile  International  Inc.  1990  Stock  Option  Plan as
            amended and restated (entitled the Dal-Tile International
            Inc. 1998 Amended and Restated Stock Option Plan).*

    5.1     Opinion  of  Mark  A.  Solls  as to  the  legality  of  the
            securities covered by the Registration Statement.*

    23.1    Consent of Ernst & Young LLP.*

    24.1    Powers of Attorney (included on the signature pages).


*    Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19481}]
{"company-data": {"conformed-name": "DAL TILE INTERNATIONAL INC", "cik": "0000906611", "assigned-sic": "3250", "irs-number": "133548809", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70879", "film-number": "99508919"}, "business-address": {"street1": "7834 HAWN FREEWAY", "street2": "STE 1704", "city": "DALLAS", "state": "TX", "zip": "75217", "phone": "2143981411"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 20, 1999
                                        REGISTRATION NO.  333-_______________
=============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8

                           REGISTRATION STATEMENT

                                   UNDER

                         THE SECURITIES ACT OF 1933

                    -----------------------------------
                        DAL-TILE INTERNATIONAL INC.
           (Exact name of registrant as specified in its charter)

         DELAWARE                                            13-3548809
     (State or other                                      (I.R.S. Employer
     jurisdiction of                                   Identification Number)
     incorporation or
      organization)
                           7834 C.F. HAWN FREEWAY
                              DALLAS, TX 75217
                               (214) 398-1411
                  (Address of principal executive offices)

                   CERTAIN SHARES TO BE ISSUED UNDER THE
                      DAL-TILE INTERNATIONAL INC. 1990
                STOCK OPTION PLAN (AS AMENDED AND RESTATED)
                          (Full title of the plan)

                             JACQUES R. SARDAS
                     PRESIDENT, CHIEF EXECUTIVE OFFICER
                         AND CHAIRMAN OF THE BOARD
                        DAL-TILE INTERNATIONAL INC.
                           7834 C.F. HAWN FREEWAY
                              DALLAS, TX 75217
                               (214) 398-1411
         (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

=============================================================================
                                     PROPOSED     PROPOSED
 TITLE OF SECURITIES   AMOUNT TO     MAXIMUM      MAXIMUM        AMOUNT OF
  TO BE REGISTERED        BE         OFFERING     AGGREGATE     REGISTRATION
                       REGISTERED   PRICE PER     OFFERING          FEE
                                      SHARE        PRICE
-----------------------------------------------------------------------------

Common Stock, par      2,803,931    $9.01(2)  $25,263,418.31(2)  $7,023.23(2)
value $.01 per share     shares(1)                   

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

Common Stock, par        725,875    $9.91(2)   $7,193,421.25(2)  $1,999.77(2)
value $.01 per share     shares(1)                   

=============================================================================

(1) Includes an  indeterminate  number of shares of Common Stock that may be
    issuable  by  reason  of  stock  splits,   stock  dividends  or  similar
    transactions  in accordance  with Rule 416 under the  Securities  Act of
    1933.

(2) Pursuant to Rule 457(h) under the  Securities  Act of 1933,  the amounts
    are  calculated  based upon the  maximum  price at which  stock  options
    covering the registered shares of Common Stock may be exercised.
EXPLANATORY NOTE

     This  Registration  Statement  relates to  3,529,806  shares of common
stock of Dal-Tile  International  Inc. (the "Company",  "we", or "us"), par
value $.01 per share (the  "Common  Stock"),  which may be issued  upon the
exercise  of  non-qualified   stock  options  granted  under  the  Dal-Tile
International  Inc.  1990 Stock Option Plan,  as amended and restated  (the
"Plan").  These shares  constitute  only those shares of Common Stock which
are issuable  pursuant to the exercise of options  which were granted under
the Plan through and including January 1, 1996.  Shares underlying  options
granted  subsequent to January 1, 1996 are not covered by this Registration
Statement.

                                  PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

     We file annual,  quarterly and special  reports,  proxy statements and
other  information with the SEC. You may read and copy any document we file
at the SEC's public  reference rooms in Washington,  D.C., New York, NY and
Chicago,  IL. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Our SEC filings are also available to the
public from the SEC's web site at  http://www.sec.gov.  Reports,  proxy and
information  statements  and other  information  concerning  us can also be
inspected at the offices of the New York Stock  Exchange,  20 Broad Street,
New York, NY 10005.

     The SEC allows us to "incorporate by reference"  information into this
registration  statement,   which  means  that  we  can  disclose  important
information to you by referring you to another  document  filed  separately
with the SEC. The information incorporated by reference is considered to be
part of this  registration  statement,  and later  information that we file
with the SEC will  automatically  update this  registration  statement.  We
incorporate  by  reference  the  following  documents  listed below and any
future filings made with the SEC under Sections  13(a),  13(c), 14 or 15(d)
of  the  Securities  Exchange  Act  of  1934,  as  amended,  prior  to  the
termination of the offering:

     *    Annual  Report on Form 10-K and Form  10-K/A  for the year  ended
          January 2, 1998;

     *    Quarterly  Reports on Form 10-Q for the  quarterly  periods ended
          October 2, 1998, July 3, 1998 and April 3, 1998; and

     *    The description of the Common Stock contained in our registration
          statement on Form 8-A, dated July 16, 1996 (File No. 1-11939).

     You may  request a copy of these  filings  at no cost,  by  writing or
telephoning us at the following address:

          Mark A. Solls
          Vice President, General Counsel
            and Secretary
          Dal-Tile International Inc.
          7834 C.F. Hawn Freeway
          Dallas, Texas  75217
          (214) 398-1411

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The legality of the securities  offered pursuant to this  Registration
Statement has been passed upon for the Company by Mark A. Solls, Esq., Vice
President,  General  Counsel and  Secretary of the Company.  Mr. Solls owns
shares and options to purchase shares of Common Stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Article  SEVENTH of the Second  Amended and  Restated  Certificate  of
Incorporation of the Company provides as follows:

          "To  the  fullest  extent  permitted  by the  Delaware  General
          Corporation Law as the same exists or may hereafter be amended,
          a  Director  of the  Corporation  shall  not be  liable  to the
          Corporation or its stockholders for monetary damages for breach
          of fiduciary duty as a Director."

     Section  145 of the General  Corporation  Law of the State of Delaware
provides as follows:

     A corporation shall have power to indemnify any person who was or is a
party or is  threatened  to be made a party to any  threatened,  pending or
completed   action,   suit  or   proceeding,   whether   civil,   criminal,
administrative or investigative (other than an action by or in the right of
the  corporation),  by  reason  of the  fact  that the  person  is or was a
director,  officer,  employee  or  agent  of the  corporation  or is or was
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 attorneys' fees),  judgments,  fines
and amounts  paid in  settlement  actually and  reasonably  incurred by the
person in  connection  with such action,  suit or  proceeding if the person
acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the  corporation  and, with respect
to any criminal  action or proceeding,  had no reasonable  cause to believe
his conduct was unlawful.

     In a  derivative  action,  i.e.,  one  by  or  in  the  right  of  the
corporation,  indemnification  may be made only for  expenses  actually and
reasonably  incurred  by a  director,  officer,  employee  or  agent of the
corporation,  or a  person  who is or was  serving  at the  request  of the
corporation  as  a  director,   officer,   employee  or  agent  of  another
corporation  or  business  association  in  connection  with the defense or
settlement of an action or suit, if such person has acted in good faith and
in a manner that he or she  reasonably  believed to be in or not opposed to
the best interests of the corporation, except that no indemnification shall
be made if such  person  shall  have  been  adjudged  to be  liable  to the
corporation  unless  and only to the  extent  that the  court in which  the
action  or suit was  brought  shall  determine  upon  application  that the
defendant is fairly and reasonably  entitled to indemnity for such expenses
despite such adjudication of liability.

     The Company has entered into agreements to provide indemnification for
the Company's directors in addition to the indemnification  provided for in
the Restated Bylaws of the Company.  These agreements,  among other things,
will indemnify the Company's  directors to the fullest extent  permitted by
Delaware law for certain  expenses  (including  attorneys'  fees),  losses,
claims,  liabilities,  judgments,  fines and settlement amounts incurred by
such indemnitee in any action or proceeding,  including any action by or in
the right of the  Company,  on account of services as a director or officer
of any  affiliate of the Company,  or as a director or officer of any other
company or  enterprise  that the  indemnitee  provides  services  to at the
request of the Company.

ITEM 8.  EXHIBITS

EXHIBIT NO.             DESCRIPTION OF EXHIBIT
-----------             ----------------------

4.1   --  Second Amended and Restated  Certificate of Incorporation  of the
          Company (Filed as Exhibit 3.1 to the Company's Form 10-Q filed on
          November 7, 1996 and incorporated herein by reference).

4.2   --  Amended and Restated By-Laws of the Company (Filed as Exhibit 3.2
          to   the   Company's   Registration   Statement   on   Form   S-1
          (No. 333-5069) and incorporated herein by reference).

4.3   --  Specimen  form of certificate  for common stock (Filed as Exhibit
          4.1  to  the   Company's  Registration   Statement  on  Form  S-1
          (No. 333-5069) and incorporated herein by reference).

4.4   --  Dal-Tile International Inc. 1990 Stock Option Plan as amended and
          restated (entitled the Dal-Tile International Inc. 1998 Amended
          and Restated Stock Option Plan).*

5.1   --  Opinion  of  Mark A. Solls as to the  legality  of the  shares of
          Common Stock covered by the Registration Statement.*

23.1  --  Consent of Ernst & Young LLP.*

24.1  --  Powers of Attorney (included on the signature pages).

*    Filed herewith.

ITEM 9.  UNDERTAKINGS

     The Company hereby undertakes:

          (a)  To file,  during  any  period  in which  offers or sales are
     being made, a post-effective  amendment to the Registration  Statement
     to  include  any  material  information  with  respect  to the plan of
     distribution not previously disclosed in the Registration Statement or
     any material change to such information in the Registration Statement.

          (b)  That, for the purpose of determining any liability under the
     Securities  Act, each  post-effective  amendment to this  Registration
     Statement shall be deemed to be a new registration  statement relating
     to the securities offered therein, and the offering of such securities
     at that  time  shall be deemed to be the  initial  bona fide  offering
     thereof.

          (c)  To remove  from  registration  by means of a  post-effective
     amendment any of the securities  being  registered which remain unsold
     at the termination of the offering.

          (d)  That, for the purpose of determining any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section   13(a)  or  Section   15(d)  of  the  Exchange  Act  that  is
     incorporated  by reference  in this  Registration  Statement  shall be
     deemed to be a new registration  statement  relating to the securities
     offered  therein,  and the  offering of such  securities  at that time
     shall be deemed to be the initial bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,
the Company has been  advised  that in the opinion of the  Commission  such
indemnification is against public policy as expressed in the Securities Act
and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other than the payment by the
Company of expenses incurred or paid by a director,  officer or controlling
person of the  Company in the  successful  defense of any  action,  suit or
proceeding) is asserted by such director,  officer or controlling person in
connection with the securities being  registered,  the Company will, unless
in the opinion of its counsel  the matter has been  settled by  controlling
precedent,  submit  to a court of  appropriate  jurisdiction  the  question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final  adjudication  of such
issue.

                                 SIGNATURES

     Pursuant  to the  requirements  of the  Securities  Act of  1933,  the
Company  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for filing on Form S-8 and has duly  caused  this
Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized, in Dallas, Texas, on January 20, 1999.

                                    DAL-TILE INTERNATIONAL INC.
                                    

                                    By: /s/ Mark A. Solls
                                       ---------------------------
                                       Mark A. Solls
                                       Vice President, General Counsel
                                       and Secretary

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose signature
appears below hereby  constitutes and appoints Mark A. Solls, as his or her
true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him in his or her name, place and stead, in any and
all  capacities,  to  sign  any  and all  amendments  to this  Registration
Statement  and  any   additional   registration   statements   pursuant  to
Instruction  E to  Form  S-8  and  any  and  all  documents  in  connection
therewith,  and to file  the  same,  with  all  exhibits  thereto,  and all
documents  in  connection  therewith,  with  the  Securities  and  Exchange
Commission,  granting unto said  attorney-in-fact  and agent full power and
authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises, as fully to all intents and
purposes  as he or she might or could do in person,  and  hereby  ratifies,
approves and confirms all that his or her said  attorney-in-fact and agent,
or his or her  substitute  or  substitutes,  may lawfully do or cause to be
done by virtue hereof.

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been  signed by the  following  persons in the
capacities and on the dates indicated:

            SIGNATURE                      TITLE                     DATE
            ---------                      -----                     ----

   /s/ Jacques R. Sardas
   ----------------------                                     Jan. 20, 1999
   Jacques R. Sardas          President, Chief Executive
                              Officer and Chairman of the
                              Board of Directors
   /s/ William C. Wellborn
   ------------------------                                    Jan. 20, 1999
   William C. Wellborn        Executive Vice President and
                              Chief Financial Officer
                              (Principal Financial and
                              Accounting Officer)

   /s/ John M. Goldsmith
   -----------------------                                    Jan. 20, 1999
   John M. Goldsmith          Director

   /s/ Charles J. Pilliod, Jr.
   -----------------------                                    Jan. 20, 1999
   Charles J. Pilliod, Jr.    Director

   /s/ Henry  F. Skelsey
   -----------------------                                    Jan. 20, 1999
   Henry F. Skelsey           Director

   /s/ Douglas D. Danforth
   -----------------------                                    Jan. 20, 1999
   Douglas D. Danforth        Director

   /s/ Vincent A. Mai
   -----------------------                                    Jan. 20, 1999
   Vincent A. Mai             Director

   /s/ Norman E. Wells, Jr.
   -----------------------                                    Jan. 20, 1999
   Norman E. Wells, Jr.       Director

   /s/ John F. Fiedler
   -----------------------                                    Jan. 20, 1999
   John F. Fiedler            Director
INDEX TO EXHIBITS
                             -----------------

 EXHIBIT NO.               DESCRIPTION OF EXHIBIT
 -----------               ----------------------

    4.1     Second Amended and Restated Certificate of Incorporation of
            the  Company  (Filed as Exhibit 3.1 to the  Company's  Form
            10-Q filed on November 7, 1996 and  incorporated  herein by
            reference).
 
    4.2     Amended  and  Restated  By-Laws of the  Company   (Filed as
            Exhibit 3.2 to the  Company's  Registration   Statement  on
            Form  S-1  (No. 333-5069)   and   incorporated   herein  by
            reference).

    4.3     Specimen  form of  Certificate   for Common Stock (Filed as
            Exhibit 4.1 to the  Company's   Registration  Statement  on
            Form  S-1  (No. 333-5069)   and   incorporated   herein  by
            reference.)

    4.4     Dal-Tile  International  Inc.  1990  Stock  Option  Plan as
            amended and restated (entitled the Dal-Tile International
            Inc. 1998 Amended and Restated Stock Option Plan).*

    5.1     Opinion  of  Mark  A.  Solls  as to  the  legality  of  the
            securities covered by the Registration Statement.*

    23.1    Consent of Ernst & Young LLP.*

    24.1    Powers of Attorney (included on the signature pages).

*    Filed herewith.