As filed with the Securities and Exchange Commission on April 23, 1996

                                      Registration No. 33-___________

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

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                Under the Securities Act of 1933
                                
                    JOHNSTON INDUSTRIES, INC.
     ______________________________________________________
     (Exact name of registrant as specified in its charter)
                                
           Delaware                         11-1749980
 _______________________________         ___________________
 (State or other jurisdiction of         (I.R.S. Employer
  incorporation or organization)          Identification No.)
  
               
    105 Thirteenth Street                   31901
      Columbus, Georgia                   __________
    _____________________                 (Zip Code)
    (Address of principal
      executive offices)

                   THE JUPITER NATIONAL, INC.
             AMENDED AND RESTATED STOCK OPTION PLAN
             ______________________________________
                    (Full title of the plan)
                                
                         John W. Johnson
                    Johnston Industries, Inc.
                      105 Thirteenth Street
                     Columbus, Georgia 31901
                         (706) 641-3140
  ____________________________________________________________
  (Name, address and telephone number, including area code, of
                       agent for service)
                                
                 CALCULATION OF REGISTRATION FEE
=====================================================================
                            Proposed      Proposed         
                             maximum      maximum          
  Title of     Amount to    offering     aggregate     Amount of
 securities       be        price per     offering    registration
   to be      registered      share        price          fee
 registered
- ---------------------------------------------------------------------
Common                                                     
stock, $0.10    410,514       *(3)          *(3)      $350.00 (3)
par value       (1)(2)
=====================================================================
(1)  Shares of common stock, par value $0.10 per share, of the
     registrant ("Shares") issuable upon the exercise of
     outstanding options granted under The Jupiter National, Inc.
     Amended and Restated Stock Option Plan (the "Plan").
(2)  Plus such additional Shares as may be made available in
     order to adjust for a change in capitalization.
(3)  Outstanding options granted under the Plan are exercisable
     at prices per share of $1.979 (287,360 Shares) and $3.624
     (123,154 Shares).  The registration fee for the foregoing
     shares is based upon such exercise prices.
=====================================================================
<PAGE>
  PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which are filed with the
Securities and Exchange Commission, are incorporated in this
Registration Statement on Form S-8 (the "Registration Statement")
by reference:

    (a)  The Company's Transition Report on Form 10-K for the
transition period July 1, 1995 to December 30, 1995.

    (b)  All other reports filed by the Company pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the end of the
fiscal year covered by the document referred to in Item 3(a)
above.

    (c)  The description of the common stock of the Company, par
value $.10 per share (the "Common Stock"), contained in the
Company's Registration Statements pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the purpose
of updating any such description.

         All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that
all securities registered hereunder have been sold or which
deregisters all shares of the securities offered then remaining
unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") provides, in summary, that the directors
and officers of the Company may, under certain circumstances, be
indemnified by the Company against all expenses incurred by or
imposed upon them as a result of actions, suits or proceedings
brought against them as such directors and officers, or as
directors or officers of any other organization at the request of
the Company, if they act in good faith and in a manner they
reasonably believe to be in or not opposed to the best interests
of the Company and, with respect to any criminal action or
proceeding, have no reasonable cause to believe their conduct was
unlawful, except that no indemnification shall be made against
expenses in respect of any claim, issue or matter as to
<PAGE>
which they shall have been adjudged to be liable to the Company
unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, they are fairly and reasonably
entitled to indemnity for such expenses which such  court shall
deem proper.  Section 145 of the DGCL also provides that
directors and officers of the Company are entitled to such
indemnification by the Company to the extent that such persons
are successful on the merits or otherwise in defending any such
action, suit or proceeding.

         The Company's Certificate of Incorporation provides that
the Company shall indemnify its directors and officers to the
fullest extent permitted by the laws of the State of Delaware now
or hereafter in force, including the advance of expenses under
the procedures provided by such laws.

         The Company's Certificate of Incorporation also provides
that no director shall be personally liable to the Company or any
stockholder for monetary damages for breach of fiduciary duty as
a director, except for any matter in which such director shall be
liable under Section 174 of Title 8 of the Delaware Code or by
reason of such director having (i) breached his duty of loyalty
to the Company or its stockholders, (ii) not acted in good faith,
(iii) acted in a manner involving intentional misconduct or a
knowing violation of law or (iv) derived an improper personal
benefit.

         The Bylaws of the Company also provide that the
Company's directors and officers shall be indemnified and held
harmless by the Company to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may
hereafter be amended (but no amendment or repeal of any provision
of law shall adversely affect any right to indemnification
provided thereunder arising prior to such amendment or repeal).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.






                              II-2
<PAGE>
ITEM 8.  EXHIBITS

EXHIBIT NO.                DESCRIPTION OF EXHIBIT
    
     
     
   4.1     Certificate of Incorporation of the Company
           (incorporated by reference to Exhibit 3.1(a) of the
           Company's Annual Report on Form 10-K for the fiscal
           year ended June 30, 1995).
           
   4.2     Certificate of Amendment of the Certificate of
           Incorporation of the Company (incorporated by
           reference to Exhibit 3.1(b) of the Company's Annual
           Report on Form 10-K for the fiscal year ended June
           30, 1995).
           
   4.3     Bylaws of the Company (incorporated by reference to
           Exhibit 3.2 of the Company's Annual Report on Form
           10-K for the fiscal year ended June 30, 1995).
           
   5.1     Opinion of Fried, Frank, Harris, Shriver & Jacobson.
           
   23.1    Consent of Deloitte & Touche LLP.
           
   23.2    Consent of Fried, Frank, Harris, Shriver & Jacobson
           (included in Exhibit 5.1 to this Registration
           Statement).
           
   24.1    Powers of Attorney (included on pages II-5 and II-6).


ITEM 9.  UNDERTAKINGS

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

                              II-3
<PAGE>

                    forth in this registration statement; and 
                    
              (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 (a)(1)(i) and (a)(1)(ii) shall
not apply if 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 that are incorporated by reference in
this registration statement.

         (2)   That, for the purpose of determining any liability
under the Securities Act of 1933, 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.

    (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) 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)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such
issue.



                              II-4
<PAGE>
                           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
the City of Washington, District of Columbia, on April 17, 1996.

                              JOHNSTON INDUSTRIES, INC.
                              
                              
                              By    /s/ Gerald B. Andrews
                                    _____________________
                              
                              Name:  Gerald B. Andrews
                              Title: President and Chief
                                     Executive Officer
                                

         The officers and directors of Johnston Industries, Inc.
whose signatures appear below hereby constitute and appoint David
L. Chandler, Gerald B. Andrews, and John W. Johnson, and each of
them, their true and lawful attorneys and agents, each with power
to act alone, to sign, execute and cause to be filed on behalf of
the undersigned any amendment or amendments, including post-
effective amendments, to this Registration Statement of Johnston
Industries, Inc. on Form S-8.  Each of the Undersigned does
hereby ratify and confirm all that said attorneys and agents
shall 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/Gerald B. Andrews    President and        April 17, 1996
      _____________________   Chief Executive
      Gerald B. Andrews       Officer and 
                              Director (Principal
                              Executive Officer)
                              
                              
      /s/ John W. Johnson     Vice President and   April 17, 1996
      _____________________   Chief Financial
      John W. Johnson         Officer (Principal
                              Accounting
                              Officer)
                              
                              

                              II-5
<PAGE>

          SIGNATURE                 TITLE               DATE
                                                  
                                                  
      /s/ David L. Chandler        Director        April 17, 1996
      _____________________
      David L. Chandler                                   
                                       

      /s/ J. Reid Bingham          Director        April 17, 1996
      _____________________
      J. Reid Bingham                                     
                                       

      /s/ John A. Friedman         Director        April 17, 1996
      _____________________
      John A. Friedman                                    
                                       

                                   Director        April __, 1996
      _____________________
      William J. Hart                                     
                                       

      /s/ Gaines R. Jeffcoat       Director        April 17, 1996
      _____________________
      Gaines R. Jeffcoat                                  
                                       

                                   Director        April __, 1996
      _____________________
      C. John Kjorlien                                    
                                       








                              II-6
<PAGE>
                                
                                
                          EXHIBIT INDEX


EXHIBIT NO                DESCRIPTION OF EXHIBIT
    .
     
     
   4.1     Certificate of Incorporation of the Company
           (incorporated by reference to Exhibit 3.1(a) of the
           Company's Annual Report on Form 10-K for the fiscal
           year ended June 30, 1995).
           
   4.2     Certificate of Amendment of the Certificate of
           Incorporation of the Company (incorporated by
           reference to Exhibit 3.1(b) of the Company's Annual
           Report on Form 10-K for the fiscal year ended June
           30, 1995).
           
   4.3     Bylaws of the Company (incorporated by reference to
           Exhibit 3.2 of the Company's Annual Report on Form
           10-K for the fiscal year ended June 30, 1995).
           
   5.1     Opinion of Fried, Frank, Harris, Shriver &
           Jacobson.*
           
   23.1    Consent of Deloitte & Touche LLP.*
           
   23.2    Consent of Fried, Frank, Harris, Shriver & Jacobson
           (included in Exhibit 5.1 to this Registration
           Statement).
           
   24.1    Powers of Attorney (included on pages II-5 and II-
           6).

_______________________

*  Filed herewith.







                               E-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18072}]
{"company-data": {"conformed-name": "JOHNSTON INDUSTRIES INC", "cik": "0000041017", "assigned-sic": "2221", "irs-number": "111749980", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02755", "film-number": "96549889"}, "business-address": {"street1": "105 THIRTEENTH ST", "city": "COLUMBUS", "state": "GA", "zip": "31901", "phone": "7066413140"}, "mail-address": {"street2": "105 THIRTEENTH ST", "city": "COLUMBUS", "state": "GA", "zip": "31901"}, "former-company": [{"former-conformed-name": "GI EXPORT CORP", "date-changed": "19850403"}, {"former-conformed-name": "GEON INDUSTRIES INC", "date-changed": "19770921"}, {"former-conformed-name": "GEON TRADING CORP", "date-changed": "19700915"}]}
As filed with the Securities and Exchange Commission on April 23, 1996

                                      Registration No. 33-___________

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

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                Under the Securities Act of 1933
                                
                    JOHNSTON INDUSTRIES, INC.
     ______________________________________________________
     (Exact name of registrant as specified in its charter)
                                
           Delaware                         11-1749980
 _______________________________         ___________________
 (State or other jurisdiction of         (I.R.S. Employer
  incorporation or organization)          Identification No.)
  
               
    105 Thirteenth Street                   31901
      Columbus, Georgia                   __________
    _____________________                 (Zip Code)
    (Address of principal
      executive offices)

                   THE JUPITER NATIONAL, INC.
             AMENDED AND RESTATED STOCK OPTION PLAN
             ______________________________________
                    (Full title of the plan)
                                
                         John W. Johnson
                    Johnston Industries, Inc.
                      105 Thirteenth Street
                     Columbus, Georgia 31901
                         (706) 641-3140
  ____________________________________________________________
  (Name, address and telephone number, including area code, of
                       agent for service)
                                
                 CALCULATION OF REGISTRATION FEE
=====================================================================
                            Proposed      Proposed         
                             maximum      maximum          
  Title of     Amount to    offering     aggregate     Amount of
 securities       be        price per     offering    registration
   to be      registered      share        price          fee
 registered
- ---------------------------------------------------------------------
Common                                                     
stock, $0.10    410,514       *(3)          *(3)      $350.00 (3)
par value       (1)(2)
=====================================================================
(1)  Shares of common stock, par value $0.10 per share, of the
     registrant ("Shares") issuable upon the exercise of
     outstanding options granted under The Jupiter National, Inc.
     Amended and Restated Stock Option Plan (the "Plan").
(2)  Plus such additional Shares as may be made available in
     order to adjust for a change in capitalization.
(3)  Outstanding options granted under the Plan are exercisable
     at prices per share of $1.979 (287,360 Shares) and $3.624
     (123,154 Shares).  The registration fee for the foregoing
     shares is based upon such exercise prices.
=====================================================================
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents, which are filed with the
Securities and Exchange Commission, are incorporated in this
Registration Statement on Form S-8 (the "Registration Statement")
by reference:

    (a)  The Company's Transition Report on Form 10-K for the
transition period July 1, 1995 to December 30, 1995.

    (b)  All other reports filed by the Company pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the end of the
fiscal year covered by the document referred to in Item 3(a)
above.

    (c)  The description of the common stock of the Company, par
value $.10 per share (the "Common Stock"), contained in the
Company's Registration Statements pursuant to Section 12 of the
Exchange Act, and any amendment or report filed for the purpose
of updating any such description.

         All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that
all securities registered hereunder have been sold or which
deregisters all shares of the securities offered then remaining
unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the General Corporation Law of the State
of Delaware (the "DGCL") provides, in summary, that the directors
and officers of the Company may, under certain circumstances, be
indemnified by the Company against all expenses incurred by or
imposed upon them as a result of actions, suits or proceedings
brought against them as such directors and officers, or as
directors or officers of any other organization at the request of
the Company, if they act in good faith and in a manner they
reasonably believe to be in or not opposed to the best interests
of the Company and, with respect to any criminal action or
proceeding, have no reasonable cause to believe their conduct was
unlawful, except that no indemnification shall be made against
expenses in respect of any claim, issue or matter as to
which they shall have been adjudged to be liable to the Company
unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, they are fairly and reasonably
entitled to indemnity for such expenses which such  court shall
deem proper.  Section 145 of the DGCL also provides that
directors and officers of the Company are entitled to such
indemnification by the Company to the extent that such persons
are successful on the merits or otherwise in defending any such
action, suit or proceeding.

         The Company's Certificate of Incorporation provides that
the Company shall indemnify its directors and officers to the
fullest extent permitted by the laws of the State of Delaware now
or hereafter in force, including the advance of expenses under
the procedures provided by such laws.

         The Company's Certificate of Incorporation also provides
that no director shall be personally liable to the Company or any
stockholder for monetary damages for breach of fiduciary duty as
a director, except for any matter in which such director shall be
liable under Section 174 of Title 8 of the Delaware Code or by
reason of such director having (i) breached his duty of loyalty
to the Company or its stockholders, (ii) not acted in good faith,
(iii) acted in a manner involving intentional misconduct or a
knowing violation of law or (iv) derived an improper personal
benefit.

         The Bylaws of the Company also provide that the
Company's directors and officers shall be indemnified and held
harmless by the Company to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may
hereafter be amended (but no amendment or repeal of any provision
of law shall adversely affect any right to indemnification
provided thereunder arising prior to such amendment or repeal).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

                              II-2
ITEM 8.  EXHIBITS

EXHIBIT NO.                DESCRIPTION OF EXHIBIT
    
     
     
   4.1     Certificate of Incorporation of the Company
           (incorporated by reference to Exhibit 3.1(a) of the
           Company's Annual Report on Form 10-K for the fiscal
           year ended June 30, 1995).
           
   4.2     Certificate of Amendment of the Certificate of
           Incorporation of the Company (incorporated by
           reference to Exhibit 3.1(b) of the Company's Annual
           Report on Form 10-K for the fiscal year ended June
           30, 1995).
           
   4.3     Bylaws of the Company (incorporated by reference to
           Exhibit 3.2 of the Company's Annual Report on Form
           10-K for the fiscal year ended June 30, 1995).
           
   5.1     Opinion of Fried, Frank, Harris, Shriver & Jacobson.
           
   23.1    Consent of Deloitte & Touche LLP.
           
   23.2    Consent of Fried, Frank, Harris, Shriver & Jacobson
           (included in Exhibit 5.1 to this Registration
           Statement).
           
   24.1    Powers of Attorney (included on pages II-5 and II-6).

ITEM 9.  UNDERTAKINGS

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

                              II-3
forth in this registration statement; and 
                    
              (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 (a)(1)(i) and (a)(1)(ii) shall
not apply if 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 that are incorporated by reference in
this registration statement.

         (2)   That, for the purpose of determining any liability
under the Securities Act of 1933, 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.

    (b)  The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) 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)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such
issue.

                              II-4
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
the City of Washington, District of Columbia, on April 17, 1996.

                              JOHNSTON INDUSTRIES, INC.
                              
                              
                              By    /s/ Gerald B. Andrews
                                    _____________________
                              
                              Name:  Gerald B. Andrews
                              Title: President and Chief
                                     Executive Officer
                                

         The officers and directors of Johnston Industries, Inc.
whose signatures appear below hereby constitute and appoint David
L. Chandler, Gerald B. Andrews, and John W. Johnson, and each of
them, their true and lawful attorneys and agents, each with power
to act alone, to sign, execute and cause to be filed on behalf of
the undersigned any amendment or amendments, including post-
effective amendments, to this Registration Statement of Johnston
Industries, Inc. on Form S-8.  Each of the Undersigned does
hereby ratify and confirm all that said attorneys and agents
shall 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/Gerald B. Andrews    President and        April 17, 1996
      _____________________   Chief Executive
      Gerald B. Andrews       Officer and 
                              Director (Principal
                              Executive Officer)
                              
                              
      /s/ John W. Johnson     Vice President and   April 17, 1996
      _____________________   Chief Financial
      John W. Johnson         Officer (Principal
                              Accounting
                              Officer)
                              
                              

                              II-5
SIGNATURE                 TITLE               DATE
                                                  
                                                  
      /s/ David L. Chandler        Director        April 17, 1996
      _____________________
      David L. Chandler                                   
                                       

      /s/ J. Reid Bingham          Director        April 17, 1996
      _____________________
      J. Reid Bingham                                     
                                       

      /s/ John A. Friedman         Director        April 17, 1996
      _____________________
      John A. Friedman                                    
                                       

                                   Director        April __, 1996
      _____________________
      William J. Hart                                     
                                       

      /s/ Gaines R. Jeffcoat       Director        April 17, 1996
      _____________________
      Gaines R. Jeffcoat                                  
                                       

                                   Director        April __, 1996
      _____________________
      C. John Kjorlien                                    
                                       

                              II-6
EXHIBIT INDEX

EXHIBIT NO                DESCRIPTION OF EXHIBIT
    .
     
     
   4.1     Certificate of Incorporation of the Company
           (incorporated by reference to Exhibit 3.1(a) of the
           Company's Annual Report on Form 10-K for the fiscal
           year ended June 30, 1995).
           
   4.2     Certificate of Amendment of the Certificate of
           Incorporation of the Company (incorporated by
           reference to Exhibit 3.1(b) of the Company's Annual
           Report on Form 10-K for the fiscal year ended June
           30, 1995).
           
   4.3     Bylaws of the Company (incorporated by reference to
           Exhibit 3.2 of the Company's Annual Report on Form
           10-K for the fiscal year ended June 30, 1995).
           
   5.1     Opinion of Fried, Frank, Harris, Shriver &
           Jacobson.*
           
   23.1    Consent of Deloitte & Touche LLP.*
           
   23.2    Consent of Fried, Frank, Harris, Shriver & Jacobson
           (included in Exhibit 5.1 to this Registration
           Statement).
           
   24.1    Powers of Attorney (included on pages II-5 and II-
           6).

_______________________

*  Filed herewith.

                               E-1