SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                    FORM S-8
                                        
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                        
                                        
                             JUSTIN INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)
                                        
         Texas                                       75-0102185
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                  Identification No.)

2821 W. Seventh Street, Fort Worth, Texas              76107
(Address of Principal Executive Offices)             (Zip Code)
                                        
                                        
      JUSTIN INDUSTRIES, INC. 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)
                                        
                                        
                                Richard J. Savitz
                             Vice President-Finance
                             Justin Industries, Inc.
                             2821 W. Seventh Street
                               Fort Worth, Texas 76107
                     (Name and address of agent for service)
                                        
                                  (817) 336-5125
          (Telephone number, including area code, of agent for service)
                                        
                                        
                              --------------------
                                        
                                        
                                        
                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------
                               Proposed      Proposed           
  Title of                      maximum       maximum        
 securities      Amount to     offering      aggregate      Amount of
   to be             be        price per     offering     registration
 registered      registered    share (1)     price (1)       fee (1)
------------     ----------    --------     ----------    ------------

Common Stock,     200,000       $16.00      $2,900,000        $944
 par value         shares 
  $2.50
------------     ----------    --------     ----------    ------------

(1)  Pursuant to Rules 457(c) and (h), estimated solely on the basis of the
average of the high and low sales price as reported on the NASDAQ National
Market System for April 29, 1998 in accordance with Rule 457 (c) and 457 (h) 
of the Securities Act of 1933.
                                        
                                     Page 1
===============================================================================
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
Item 3.   Incorporation of Certain Documents by Reference.

     The following documents, which are on file with the Securities and Exchange
Commission, are incorporated by reference in this registration statement:

     (a)  the Registrant's annual report on Form 10-K, dated March 27, 1998, for
          the fiscal year ended December 31, 1997;

     (b)  No reports have been filed, nor were required to be filed, by the
          Company pursuant to Section 13(a) or 15(d) of the Exchange Act since
          the end the fiscal year covered by the documents of the Company
          referred to in (a) above.;

     (c)  the description of the Registrant's Common Stock as contained in the
          Company's registration statement on Form 10 dated April 24, 1968, as
          amended by Amendment No. 1 to Form 10 on Form 8 dated April 27, 1993;
          and

     (d)  the description of the Registrant's Common Stock Purchase Rights
          contained in the Company's registration statement on Form 8-A dated
          October 6, 1989, as amended by Amendment No. 1 to Form 8-A dated
          October 4, 1990.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to the
registration statement which indicates that all of the securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Legal matters in connection with the Common Stock being offered hereunder
have been passed upon for the Registrant by Kelly, Hart & Hallman, a
professional corporation.   Dee J. Kelly, a director of the Company, is a
shareholder and director of such law firm.  Mr. Kelly owns 125,104 shares of the
Company's Common Stock of record and beneficially; 91,612 shares are owned by
the Dee Kelly Corporation with respect to which Mr. Kelly disclaims beneficial
ownership of 30% or 27,484 shares by virtue of the equity interest of Mr.
Kelly's three children in this corporation; and Mr. Kelly presently holds 6,000
shares of exercisable stock options.

Item 6.   Indemnification of Directors and Officers.

     Article 2.02A(16) of the Texas Business Corporation Act, as amended (the
"TBCA"), empowers the Registrant to indemnify its directors, officers, employees
and agents in a variety of circumstances and to purchase and maintain liability
insurance for those persons, but only to the extent permitted by Article 2.02-1
of the TBCA.  Article 2.02-1 of the TBCA, in turn, provides that a corporation
may indemnify any person who was, is or is threatened to be made a party to any
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative because the person is or was a director of the Registrant or is or
was serving at its request in the same or another capacity in another
corporation or business association against judgments, penalties, fines,
settlements and reasonable expenses actually incurred if it is determined: (i)
that the person conducted himself in good faith, (ii) that the person reasonable
believed his conduct, with respect to his official capacity, was in the best
interests of the Registrant and (iii) in the case of any criminal proceeding,
that the person had no reasonable cause to believe his conduct was unlawful.
                                        
                                     Page 2
================================================================================
     The Registrant's Articles of Incorporation, as amended, contain a provision
that limits directors' liability.  The provision eliminates, to the fullest
extent permitted by the TBCA, the Texas Miscellaneous Corporation Laws Act or
other applicable laws, a director's liability to the Registrant or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director.  The TBCA provides that this provision may not eliminate
a director's liability to the extent the director is found liable for (i) a
breach of the director's duty or loyalty to the Registrant or its shareholders,
(ii) an act or omission not in good faith that constitutes a breach of duty of
the director to the Registrant or an act or omission that involves intentional
misconduct or a knowing violation of the law, (iii) a transaction from which the
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office or (iv) an act or
omission for which the liability of a director is expressly provided by
applicable statute.  The provision of the Articles of Incorporation does not
limit liability of officers or of directors acting in their capacities as
officers.

     The Registrant's bylaws provide that the Registrant must indemnify
directors and officers against liabilities incurred in their capacities as such.
These provisions (i) require that such indemnification be provided, making
indemnification mandatory where, under the TBCA, it would otherwise be
discretionary and (ii) require advancement of expenses incurred in defending a
proceeding if the director or officer seeking such advances provides an
undertaking to repay all amounts so advanced if it ultimately is determined that
he is not entitled to be indemnified.

     The Company has purchased directors' and officers' liability insurance
policies.  Within the limits of their coverage, the policies insure (1) the
directors and officers of the Company and its subsidiaries against certain
losses resulting from claims against them in their capacities as directors and
officers to the extent that such losses are not indemnified by the Company and
(2) the Company to the extent that it indemnifies such directors and officers
for losses as permitted under the laws of Texas.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     4.1  Articles of Incorporation of the Registrant, as amended on April
          27, 1993 (incorporated by reference to the Registrant's Registration
          Statement on Form S-8 dated April 27, 1993)

     4.2  By-Laws of the Registrant, as amended (incorporated by reference to
          the Registrant's Current Report on Form 8-K dated September 7, 1990)

     4.3  Rights Agreement dated as of October 6, 1989 between the Registrant
          and Team Bank, N.A., as Rights Agent (incorporated by reference to
          the Registrant's Registration Statement on Form 8-A dated October
          6, 1989)

     4.4  First Amendment to Rights Agreement dated as of October 4, 1990
          between the Registrant and Society National Bank, as successor Rights
          Agent (incorporated by reference to the Registrant's Amendment No. 1
          on Form 8 to Registration Statement on Form 8-A dated October 4, 1990)

     5.   Opinion of Kelly, Hart & Hallman

     23.1 Consent of Ernst & Young LLP

     23.2 Consent of Kelly, Hart & Hallman (included in their opinion filed as
          Exhibit 5)

     99.1 Registrant's Justin Industries, Inc. 1996 Non-Employee Director Stock
          Option Plan (incorporated by reference from the company's definitive
          proxy statement for the Annual Meeting of Shareholders held on April
          11, 1996)

                                     Page 3
================================================================================
Item 9.   Undertakings

A.   Indemnification

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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.

B.   Subsequent Exchange Act Documents

     The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that  is
incorporated by reference in the 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.   Other

     The Registrant hereby also undertakes:

     (1)   To file, during any period in which offers or sales are being made
           a post-effective amendment to this registration statement:

          (i)   to  include  any  prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

          (ii)  to  reflect in the prospectus any facts or events arising after
          the effective date of the registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

          (iii) 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;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act of 1934 that are incorporated by reference in the
registration statement.

     (2)   That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment 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.

     (3)   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.

                                     Page 4
================================================================================
                                   SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant 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 the City of Fort Worth, State of Texas, on May 1, 1998.

                                        JUSTIN INDUSTRIES, INC.

                                    By: /S/ JOHN JUSTIN
                                        John Justin
                                        Chairman of the Board
                                        and Chief Executive Officer
                                        May 1, 1998

     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.  Each person whose signature appears
below hereby authorizes and appoints John Justin, J. T. Dickenson and Richard J
Savitz, and each of them, any one of whom may act without the joinder of the
others, as his attorney-in-fact to sign on his behalf individually and in the
capacity stated below all amendments to this registration statement as such
attorney-in-fact may deem necessary or appropriate.


/S/ JOHN JUSTIN                         /S/ MARVIN GEARHART
John Justin                             Marvin Gearhart
Chairman of the Board                   Director, May 1, 1998
and Chief Executive Officer
May 1, 1998


/S/ J. T. DICKENSON                     /S/ DEE J. KELLY
J. T. Dickenson                         Dee J. Kelly
Director, President                     Director, May 1, 1998
and Chief Operating Officer
May 1, 1998


/S/ RICHARD J. SAVITZ                   /S/ JOSEPH R. MUSOLINO
Richard J. Savitz                       Joseph R. Musolino
Vice President-Finance, Principal       Director, May 1,1998
Financial and Accounting Officer
May 1, 1998


/S/ BAYARD H. FRIEDMAN                  /S/ JOHN V. ROACH
Bayard H. Friedman                      John V. Roach
Director, May 1, 1998                   Director, May 1, 1998




/S/ ROBERT E. GLAZE                     /S/ WILLIAM E. TUCKER
Robert E. Glaze                         William E. Tucker
Director, May 1, 1998                   Director, May 1, 1998

                                     Page 5
===============================================================================
                             JUSTIN INDUSTRIES, INC.
                                        
                                INDEX TO EXHIBITS

Exhibit                                                      
  No.                       Description                      Page*
-------                     -----------                      -----

  4.1     Articles of Incorporation of the Registrant,      
          as amended on April 27, 1993 (incorporated by
          reference to the Registrant's Registration
          Statement on Form S-8 dated April 27. 1993)
          
  4.2     By-Laws of the Registrant, as amended                
          (incorporated by reference to the Registrant's       
          Current Report on Form 8-K dated September 7,        
          1990)                                               N/A
          
  4.3     Rights Agreement dated as of October 6, 1989         
          between the Registrant and Team Bank, N.A., as       
          Rights Agent (incorporated by reference to the       
          Registrant's registration statement on Form 8-A      
          dated October 10, 1989)                             N/A
          
  4.4     First Amendment to Rights Agreement dated as of      
          October 4, 1990 between the Registrant and           
          Society National Bank, as successor Rights Agent     
          (incorporated by reference to the Registrant's       
          Amendment No. 1 on Form 8 to Registration            
          Statement on Form 8-A dated October 4, 1990)        N/A
          
  5       Opinion of Kelly, Hart & Hallman                    N/A
          
  23.1    Consent of Ernst & Young LLP                         
          
  23.2    Consent of Kelly, Hart & Hallman (included in        
          their opinion filed as Exhibit 5)                   N/A
          
  99.1    Justin Industries, Inc. 1996 Non-Employee            
          Director Stock Option Plan (incorporated by          
          reference from the company's definitive proxy        
          statement for the Annual Meeting of Shareholders     
          held on April 11, 1996)                             N/A



*  The page numbers where exhibits (other than those incorporated by reference)
   can be found are indicated only on the manually signed registration
   statement.



                                     Page 6
================================================================================
                                  Exhibit 24.1

                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Justin Industries, Inc. 1996 Non-Employee Director
Stock Option Plan of our reports dated January 28, 1998, with respect to the
consolidated financial statements of Justin Industries, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1997
and the related financial statement schedules included therein, filed with the
Securities and Exchange Commission.



                                        /S/ ERNST & YOUNG LLP




Fort Worth, Texas
April 29, 1998


                                     Page 7
===============================================================================
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                    FORM S-8
                                        
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                        
                                        
                             JUSTIN INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)
                                        
         Texas                                       75-0102185
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                  Identification No.)

2821 W. Seventh Street, Fort Worth, Texas              76107
(Address of Principal Executive Offices)             (Zip Code)
                                        
                                        
      JUSTIN INDUSTRIES, INC. 1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plan)
                                        
                                        
                                Richard J. Savitz
                             Vice President-Finance
                             Justin Industries, Inc.
                             2821 W. Seventh Street
                               Fort Worth, Texas 76107
                     (Name and address of agent for service)
                                        
                                  (817) 336-5125
          (Telephone number, including area code, of agent for service)
                                        
                                        
                              --------------------
                                        
                                        
                                        
                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------
                               Proposed      Proposed           
  Title of                      maximum       maximum        
 securities      Amount to     offering      aggregate      Amount of
   to be             be        price per     offering     registration
 registered      registered    share (1)     price (1)       fee (1)
------------     ----------    --------     ----------    ------------

Common Stock,     200,000       $16.00      $2,900,000        $944
 par value         shares 
  $2.50
------------     ----------    --------     ----------    ------------

(1)  Pursuant to Rules 457(c) and (h), estimated solely on the basis of the
average of the high and low sales price as reported on the NASDAQ National
Market System for April 29, 1998 in accordance with Rule 457 (c) and 457 (h) 
of the Securities Act of 1933.
                                        
                                     Page 1
===============================================================================
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
Item 3.   Incorporation of Certain Documents by Reference.

     The following documents, which are on file with the Securities and Exchange
Commission, are incorporated by reference in this registration statement:

     (a)  the Registrant's annual report on Form 10-K, dated March 27, 1998, for
          the fiscal year ended December 31, 1997;

     (b)  No reports have been filed, nor were required to be filed, by the
          Company pursuant to Section 13(a) or 15(d) of the Exchange Act since
          the end the fiscal year covered by the documents of the Company
          referred to in (a) above.;

     (c)  the description of the Registrant's Common Stock as contained in the
          Company's registration statement on Form 10 dated April 24, 1968, as
          amended by Amendment No. 1 to Form 10 on Form 8 dated April 27, 1993;
          and

     (d)  the description of the Registrant's Common Stock Purchase Rights
          contained in the Company's registration statement on Form 8-A dated
          October 6, 1989, as amended by Amendment No. 1 to Form 8-A dated
          October 4, 1990.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to the
registration statement which indicates that all of the securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of filing of such documents.  Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Legal matters in connection with the Common Stock being offered hereunder
have been passed upon for the Registrant by Kelly, Hart & Hallman, a
professional corporation.   Dee J. Kelly, a director of the Company, is a
shareholder and director of such law firm.  Mr. Kelly owns 125,104 shares of the
Company's Common Stock of record and beneficially; 91,612 shares are owned by
the Dee Kelly Corporation with respect to which Mr. Kelly disclaims beneficial
ownership of 30% or 27,484 shares by virtue of the equity interest of Mr.
Kelly's three children in this corporation; and Mr. Kelly presently holds 6,000
shares of exercisable stock options.

Item 6.   Indemnification of Directors and Officers.

     Article 2.02A(16) of the Texas Business Corporation Act, as amended (the
"TBCA"), empowers the Registrant to indemnify its directors, officers, employees
and agents in a variety of circumstances and to purchase and maintain liability
insurance for those persons, but only to the extent permitted by Article 2.02-1
of the TBCA.  Article 2.02-1 of the TBCA, in turn, provides that a corporation
may indemnify any person who was, is or is threatened to be made a party to any
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative because the person is or was a director of the Registrant or is or
was serving at its request in the same or another capacity in another
corporation or business association against judgments, penalties, fines,
settlements and reasonable expenses actually incurred if it is determined: (i)
that the person conducted himself in good faith, (ii) that the person reasonable
believed his conduct, with respect to his official capacity, was in the best
interests of the Registrant and (iii) in the case of any criminal proceeding,
that the person had no reasonable cause to believe his conduct was unlawful.
                                        
                                     Page 2
================================================================================
     The Registrant's Articles of Incorporation, as amended, contain a provision
that limits directors' liability.  The provision eliminates, to the fullest
extent permitted by the TBCA, the Texas Miscellaneous Corporation Laws Act or
other applicable laws, a director's liability to the Registrant or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director.  The TBCA provides that this provision may not eliminate
a director's liability to the extent the director is found liable for (i) a
breach of the director's duty or loyalty to the Registrant or its shareholders,
(ii) an act or omission not in good faith that constitutes a breach of duty of
the director to the Registrant or an act or omission that involves intentional
misconduct or a knowing violation of the law, (iii) a transaction from which the
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office or (iv) an act or
omission for which the liability of a director is expressly provided by
applicable statute.  The provision of the Articles of Incorporation does not
limit liability of officers or of directors acting in their capacities as
officers.

     The Registrant's bylaws provide that the Registrant must indemnify
directors and officers against liabilities incurred in their capacities as such.
These provisions (i) require that such indemnification be provided, making
indemnification mandatory where, under the TBCA, it would otherwise be
discretionary and (ii) require advancement of expenses incurred in defending a
proceeding if the director or officer seeking such advances provides an
undertaking to repay all amounts so advanced if it ultimately is determined that
he is not entitled to be indemnified.

     The Company has purchased directors' and officers' liability insurance
policies.  Within the limits of their coverage, the policies insure (1) the
directors and officers of the Company and its subsidiaries against certain
losses resulting from claims against them in their capacities as directors and
officers to the extent that such losses are not indemnified by the Company and
(2) the Company to the extent that it indemnifies such directors and officers
for losses as permitted under the laws of Texas.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     4.1  Articles of Incorporation of the Registrant, as amended on April
          27, 1993 (incorporated by reference to the Registrant's Registration
          Statement on Form S-8 dated April 27, 1993)

     4.2  By-Laws of the Registrant, as amended (incorporated by reference to
          the Registrant's Current Report on Form 8-K dated September 7, 1990)

     4.3  Rights Agreement dated as of October 6, 1989 between the Registrant
          and Team Bank, N.A., as Rights Agent (incorporated by reference to
          the Registrant's Registration Statement on Form 8-A dated October
          6, 1989)

     4.4  First Amendment to Rights Agreement dated as of October 4, 1990
          between the Registrant and Society National Bank, as successor Rights
          Agent (incorporated by reference to the Registrant's Amendment No. 1
          on Form 8 to Registration Statement on Form 8-A dated October 4, 1990)

     5.   Opinion of Kelly, Hart & Hallman

     23.1 Consent of Ernst & Young LLP

     23.2 Consent of Kelly, Hart & Hallman (included in their opinion filed as
          Exhibit 5)

     99.1 Registrant's Justin Industries, Inc. 1996 Non-Employee Director Stock
          Option Plan (incorporated by reference from the company's definitive
          proxy statement for the Annual Meeting of Shareholders held on April
          11, 1996)

                                     Page 3
================================================================================
Item 9.   Undertakings

A.   Indemnification

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange 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 Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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.

B.   Subsequent Exchange Act Documents

     The undersigned Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that  is
incorporated by reference in the 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.   Other

     The Registrant hereby also undertakes:

     (1)   To file, during any period in which offers or sales are being made
           a post-effective amendment to this registration statement:

          (i)   to  include  any  prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

          (ii)  to  reflect in the prospectus any facts or events arising after
          the effective date of the registration statement (or the most recent
          post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

          (iii) 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;

Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act of 1934 that are incorporated by reference in the
registration statement.

     (2)   That, for the purpose of determining any liability under the
           Securities Act, each such post-effective amendment 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.

     (3)   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.

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                                   SIGNATURES

     The Registrant.  Pursuant to the requirements of the Securities Act of
1933, the Registrant 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 the City of Fort Worth, State of Texas, on May 1, 1998.

                                        JUSTIN INDUSTRIES, INC.

                                    By: /S/ JOHN JUSTIN
                                        John Justin
                                        Chairman of the Board
                                        and Chief Executive Officer
                                        May 1, 1998

     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.  Each person whose signature appears
below hereby authorizes and appoints John Justin, J. T. Dickenson and Richard J
Savitz, and each of them, any one of whom may act without the joinder of the
others, as his attorney-in-fact to sign on his behalf individually and in the
capacity stated below all amendments to this registration statement as such
attorney-in-fact may deem necessary or appropriate.

/S/ JOHN JUSTIN                         /S/ MARVIN GEARHART
John Justin                             Marvin Gearhart
Chairman of the Board                   Director, May 1, 1998
and Chief Executive Officer
May 1, 1998

/S/ J. T. DICKENSON                     /S/ DEE J. KELLY
J. T. Dickenson                         Dee J. Kelly
Director, President                     Director, May 1, 1998
and Chief Operating Officer
May 1, 1998

/S/ RICHARD J. SAVITZ                   /S/ JOSEPH R. MUSOLINO
Richard J. Savitz                       Joseph R. Musolino
Vice President-Finance, Principal       Director, May 1,1998
Financial and Accounting Officer
May 1, 1998

/S/ BAYARD H. FRIEDMAN                  /S/ JOHN V. ROACH
Bayard H. Friedman                      John V. Roach
Director, May 1, 1998                   Director, May 1, 1998

/S/ ROBERT E. GLAZE                     /S/ WILLIAM E. TUCKER
Robert E. Glaze                         William E. Tucker
Director, May 1, 1998                   Director, May 1, 1998

                                     Page 5
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                             JUSTIN INDUSTRIES, INC.
                                        
                                INDEX TO EXHIBITS

Exhibit                                                      
  No.                       Description                      Page*
-------                     -----------                      -----

  4.1     Articles of Incorporation of the Registrant,      
          as amended on April 27, 1993 (incorporated by
          reference to the Registrant's Registration
          Statement on Form S-8 dated April 27. 1993)
          
  4.2     By-Laws of the Registrant, as amended                
          (incorporated by reference to the Registrant's       
          Current Report on Form 8-K dated September 7,        
          1990)                                               N/A
          
  4.3     Rights Agreement dated as of October 6, 1989         
          between the Registrant and Team Bank, N.A., as       
          Rights Agent (incorporated by reference to the       
          Registrant's registration statement on Form 8-A      
          dated October 10, 1989)                             N/A
          
  4.4     First Amendment to Rights Agreement dated as of      
          October 4, 1990 between the Registrant and           
          Society National Bank, as successor Rights Agent     
          (incorporated by reference to the Registrant's       
          Amendment No. 1 on Form 8 to Registration            
          Statement on Form 8-A dated October 4, 1990)        N/A
          
  5       Opinion of Kelly, Hart & Hallman                    N/A
          
  23.1    Consent of Ernst & Young LLP                         
          
  23.2    Consent of Kelly, Hart & Hallman (included in        
          their opinion filed as Exhibit 5)                   N/A
          
  99.1    Justin Industries, Inc. 1996 Non-Employee            
          Director Stock Option Plan (incorporated by          
          reference from the company's definitive proxy        
          statement for the Annual Meeting of Shareholders     
          held on April 11, 1996)                             N/A

*  The page numbers where exhibits (other than those incorporated by reference)
   can be found are indicated only on the manually signed registration
   statement.

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                                  Exhibit 24.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Justin Industries, Inc. 1996 Non-Employee Director
Stock Option Plan of our reports dated January 28, 1998, with respect to the
consolidated financial statements of Justin Industries, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 1997
and the related financial statement schedules included therein, filed with the
Securities and Exchange Commission.

                                        /S/ ERNST & YOUNG LLP

Fort Worth, Texas
April 29, 1998

                                     Page 7
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