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 of Organization)                            Identification No.)

2821 West Seventh Street, Fort Worth, Texas                76107
(Address of Principal Executive Offices)                  (Zip Code)

             JUSTIN INDUSTRIES, INC. 1999 PERFORMANCE INCENTIVE PLAN
                            (Full Title of the Plan)

 
                                Richard J. Savitz
                              Senior Vice President
                             Justin Industries, Inc.
                            2821 West 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        Offering       Aggregate      Amount of
  to be          to be        Price Per      Offering       Registration
Registered     Registered     Share (1)      Price (1)      Fee (1)     

Common Stock,  1,000,000      $12.53         $12,531,250    $3,484
par value $2.50                                                  
(including associated
common stock 
purchase rights)                                                              

(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 16, 1999, in accordance with Rule 457(c) and (h) of
the Securities Act of 1933.

<PAGE>



                                     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, 1999, for
 the fiscal year ended December 31, 1998;

 (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 Securities Exchange Act of
1934 since the end of 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, 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 than 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 251,046 shares of
the Company's  Common Stock of record and beneficially; 91,914 shares are
owned by the Dee Kelly Corporation, with respect to which Mr. Kelly
disclaims beneficial ownership of 30% or 27,574 shares by virtue of the
equity interest of Mr. Kelly's three children in this corporation.  In
addition, Mr. Kelly presently holds 9,000 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 reasonably 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.

     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 of 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 any 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 (i) 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 (ii) the Company to the extent that it indemnifies such
directors and officers for losses as permitted under the laws of the State
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. 1999 Performance Incentive Plan
(incorporated by reference from the Company's definitive proxy statement
for the Annual Meeting of Shareholders held on April 16, 1999)

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 of 1933, as amended;

         (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 (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities 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 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 further 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 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.
<PAGE>
                                   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 April 16, 1999.

                              JUSTIN INDUSTRIES, INC.

                              By:  /s/ J.T. Dickenson                      
                                    J. T. Dickenson
                                    President and Chief Executive Officer
                                    
                                    April 16, 1999

     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,
Richard J. Savitz and Judy B. Hunter, 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.

     Signature                Title                    Date


/s/ John Justin               Director                      April 16, 1999
John Justin


/s/ J.T. Dickenson            Director, President           April 16, 1999
J. T. Dickenson               and Chief Executive Officer


/s/ Richard J. Savitz         Senior Vice President,        April 16, 1999
Richard J. Savitz             Principal Financial and
                              Accounting Officer

/s/ Marvin Gearhart           Director                       April 16, 1999
Marvin Gearhart


/s/ Robert E. Glaze           Director                       April 16, 1999
Robert E. Glaze


/s/ Dee J. Kelly              Director                       April 16, 1999
Dee J. Kelly


/s/ Joseph R. Musolino        Director                       April 16, 1999
Joseph R. Musolino


/s/ John V. Roach             Director and
John V. Roach                 Chairman of the Board           April 16, 1999



/s/ William E. Tucker         Director                        April 16, 1999
William E. Tucker<PAGE>
<PAGE>
                             JUSTIN INDUSTRIES, INC.

                                INDEX TO EXHIBITS

Exhibit No.         Description                                       Page*

4.1            Articles of Incorporation of the registrant, as amended  N/A
               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   N/A
               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     N/A
               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)

4.4            First Amendment to Rights Agreement dated as of          N/A
               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                         N/A

23.1           Consent of Ernst & Young LLP                             N/A

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

99.1           Justin Industries, Inc. 1999 Performance Incentive       N/A
               Plan (incorporated by reference to the Company's
               definitive proxy statement for the Annual Meeting
               of Shareholders held April 16, 1999)

* The page numbers where exhibits (other than those incorporated by
reference) can be found are indicated only on the manually signed
registration statement.
<PAGE>
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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 of Organization)                            Identification No.)

2821 West Seventh Street, Fort Worth, Texas                76107
(Address of Principal Executive Offices)                  (Zip Code)

             JUSTIN INDUSTRIES, INC. 1999 PERFORMANCE INCENTIVE PLAN
                            (Full Title of the Plan)

 
                                Richard J. Savitz
                              Senior Vice President
                             Justin Industries, Inc.
                            2821 West 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        Offering       Aggregate      Amount of
  to be          to be        Price Per      Offering       Registration
Registered     Registered     Share (1)      Price (1)      Fee (1)     

Common Stock,  1,000,000      $12.53         $12,531,250    $3,484
par value $2.50                                                  
(including associated
common stock 
purchase rights)                                                              

(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 16, 1999, in accordance with Rule 457(c) and (h) of
the Securities Act of 1933.
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, 1999, for
 the fiscal year ended December 31, 1998;

 (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 Securities Exchange Act of
1934 since the end of 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, 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 than 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 251,046 shares of
the Company's  Common Stock of record and beneficially; 91,914 shares are
owned by the Dee Kelly Corporation, with respect to which Mr. Kelly
disclaims beneficial ownership of 30% or 27,574 shares by virtue of the
equity interest of Mr. Kelly's three children in this corporation.  In
addition, Mr. Kelly presently holds 9,000 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 reasonably 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.

     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 of 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 any 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 (i) 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 (ii) the Company to the extent that it indemnifies such
directors and officers for losses as permitted under the laws of the State
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. 1999 Performance Incentive Plan
(incorporated by reference from the Company's definitive proxy statement
for the Annual Meeting of Shareholders held on April 16, 1999)

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 of 1933, as amended;

         (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 (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities 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 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 further 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 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.
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 April 16, 1999.

                              JUSTIN INDUSTRIES, INC.

                              By:  /s/ J.T. Dickenson                      
                                    J. T. Dickenson
                                    President and Chief Executive Officer
                                    
                                    April 16, 1999

     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,
Richard J. Savitz and Judy B. Hunter, 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.

     Signature                Title                    Date

/s/ John Justin               Director                      April 16, 1999
John Justin

/s/ J.T. Dickenson            Director, President           April 16, 1999
J. T. Dickenson               and Chief Executive Officer

/s/ Richard J. Savitz         Senior Vice President,        April 16, 1999
Richard J. Savitz             Principal Financial and
                              Accounting Officer

/s/ Marvin Gearhart           Director                       April 16, 1999
Marvin Gearhart

/s/ Robert E. Glaze           Director                       April 16, 1999
Robert E. Glaze

/s/ Dee J. Kelly              Director                       April 16, 1999
Dee J. Kelly

/s/ Joseph R. Musolino        Director                       April 16, 1999
Joseph R. Musolino

/s/ John V. Roach             Director and
John V. Roach                 Chairman of the Board           April 16, 1999

/s/ William E. Tucker         Director                        April 16, 1999
William E. Tucker
JUSTIN INDUSTRIES, INC.

                                INDEX TO EXHIBITS

Exhibit No.         Description                                       Page*

4.1            Articles of Incorporation of the registrant, as amended  N/A
               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   N/A
               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     N/A
               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)

4.4            First Amendment to Rights Agreement dated as of          N/A
               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                         N/A

23.1           Consent of Ernst & Young LLP                             N/A

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

99.1           Justin Industries, Inc. 1999 Performance Incentive       N/A
               Plan (incorporated by reference to the Company's
               definitive proxy statement for the Annual Meeting
               of Shareholders held April 16, 1999)

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