UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                    FORM 10-K

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

For the fiscal year ended December 31, 1996

                                       OR

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

For the transition period from __________________ to __________________

                 Commission file number 0-3041

                             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 West 7th Street, Fort Worth, Texas                  76107
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code:  (817) 336-5125

Securities registered pursuant to Section 12(b) of the Act:
                                                Name of each exchange on
          Title of each class                       which registered
                  None                                    None

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $2.50 Par Value

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                               Yes (X)     No ( )

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  (X)

     State the aggregate market value of the voting stock held by non-affiliates
of the registrant.  The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specified date within 60 days prior to the date of filing.

                        $294,294,720 as of March 10, 1997

     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

                  26,453,458 Common Shares as of March 10, 1997

                       DOCUMENTS INCORPORATED BY REFERENCE

     Parts I, II, and IV incorporate certain information by reference from the
Annual Report to Shareholders for the year ended December 31, 1996.  Part III
incorporates information by reference from the Proxy Statement for the Annual
Meeting of Shareholders held on March 28, 1997.
                                        
================================================================================
                                        
                                TABLE OF CONTENTS

                                                                          Page
                                        
                                     PART I

Item 1.     Business                                                         2

Item 2.     Properties                                                       5

Item 3.     Legal Proceedings                                                6

Item 4.     Submission of Matters to a Vote of Security Holders              6

                                     PART II

Item 5.     Market for Registrant's Common Stock and Related
            Stockholder Matters                                              7

Item 6.     Selected Financial Data                                          7

Item 7.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                              7

Item 8.     Financial Statements and Supplementary Data                      7

Item 9.     Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure                              7

                                    PART III

Item 10.    Directors and Executive Officers of the Registrant               8

Item 11.    Executive Compensation                                           8

Item 12.    Security Ownership of Certain Beneficial Owners
            and Management                                                   8

Item 13.    Certain Relationships and Related Transactions                   8

                                     PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports
            on Form 8-K                                                      9

Signatures                                                                  13

                                     Page 1
================================================================================
                                        
                                     PART I

Item 1.   Business

     Justin Industries, Inc. and its subsidiaries are herein collectively
referred to as the "Company", unless the context indicates otherwise.  The
Company, where specifically indicated, has incorporated by reference certain
information contained in its 1996 Annual Report to Shareholders.  Other
references made to that report are for information purposes only and the
information in the Annual Report to Shareholders is not deemed incorporated in
this Form 10-K.

General Development of Business

     The Company was incorporated under the laws of the State of Texas on April
26, 1916, as Acme Brick Company.  In 1972, after merger with Justin Boot Company
("Justin Boot") in 1968, the Company changed its name to Justin Industries, Inc.
In 1981, Justin purchased Nocona Boot Company ("Nocona").  On October 15, 1990,
the Company acquired Tony Lama Company, Inc. ("Tony Lama").  Effective August 1,
1994, the Company purchased American Tile Supply Company ("American Tile").

     Justin's continuing operations are in two principal business areas:  (i)
manufacture and sale of building materials, which includes the operations of
Acme, American Tile, Featherlite Building Products Corporation, and Tradewinds
Technologies, Inc. ("Tradewinds"), and (ii) manufacture and sale of footwear
products, which includes the operations of Justin Boot, Nocona and Tony Lama.

Financial Information about Industry Segments

     A five year analysis of sales and operating profit contribution by industry
segment is presented on page 17 of the company's 1996 Annual Report to
Shareholders and additional financial information, including identifiable
assets, by industry segment is included in Note 8 of Notes to Consolidated
Financial Statements on page 26 of the Shareholders' Report.  Such information
is hereby incorporated by reference.

Narrative Description of Business

     The following information is presented in addition to the information
included in the Report on Operations contained on pages 5 through 11 of the
company's 1996 Annual Report to Shareholders, which is incorporated herein by
reference.

     Manufacture and Sale of Building Materials

     The building materials segment includes clay brick manufactured and sold
under the name Acme Brick for use in residential and commercial construction.
The primary market for Acme Brick is the Central and Southwest United States
where distribution is mainly through company operated sales offices.  Acme also
distributes through independent dealerships in other parts of the United States.
Acme is one of the largest manufacturers of face brick in the United States.

     Other products in the company's building materials segment include concrete
block manufactured and sold under the trade name Featherlite Building Products
and cut limestone manufactured under the name Texas Quarries.  The primary
markets for these products are in Texas and its neighboring states.

     Acme and Featherlite also represent other manufacturers as distributors of
such items as clay brick, glass block, glazed and unglazed tile and masonry
units, fireplace equipment, masonry cleaners, masonry saws, wall reinforcements,
masonry tools, masonry cement, and purchased used brick for resale.

     Since August, 1994, this segment also includes the sale of ceramic and
marble floor and wall tile through American Tile distribution centers in Texas.

     Tradewinds manufactures a unique line of premium quality evaporative
coolers used primarily for central residential cooling and light commercial and
spot cooling.

     In the states of Texas, Louisiana, Arkansas, Oklahoma, New Mexico, Kansas,
Tennessee, and Missouri, Acme, American Tile, and Featherlite market their
building materials through approximately 480 full-time company sales employees
serving architects, contractors, home builders, and others in the construction
market.  These direct sales comprise the majority  of the company's building
materials sales.  In the other states, sales are made principally through
independent distributors and dealers.  The majority of the building materials
manufactured by the company are utilized within a 250 mile radius of the plant
where they are produced.  Tradewinds' coolers are sold by direct sales personnel
in selected major markets and by distribution elsewhere.

                                     Page 2
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     Manufacture and Sale of Footwear Products

     Footwear operations include the design, manufacture and distribution of
men's, women's, and children's western style, safety, work and sports boots and
shoes, primarily for sale in the United States under the primary trade names of
"Justin(R)", "Nocona(R)", "Tony Lama(R)", "Chippewa(R)", "Sport Lace-R(R)", and
"Diamond J(R)".

     Justin Boot Company, headquartered in Fort Worth, Texas, started business
in 1879 as H. J. Justin & Sons, Inc.  The company owns and operates footwear
manufacturing plants in Fort Worth, Texas, Cassville, Sarcoxie (currently
closed), and Carthage, Missouri.  Nocona Boot Company, headquartered in Nocona,
Texas, started business in 1925 and owns and operates its boot manufacturing
plant in Nocona.  Tony Lama Company, Inc., headquartered in El Paso, Texas, was
established in 1911.  The company owns and operates a western boot manufacturing
plant in El Paso, Texas. Administrative functions of the three companies are
centralized in Fort Worth, Texas.

     The company's footwear products are marketed by company salesmen and
independent sales representatives who are compensated on a commission basis.
Sales are made throughout the United States to a network of approximately 6,500
authorized retail outlets and dealers such as western goods stores, department
stores, chain stores, and mail order houses.  Footwear products are sold in the
general price range of other medium to high quality lines and are manufactured
using a wide range of leathers.

     Other

     The company, through Northland Publishing Company ("Northland"), is also in
the publishing business.  Northland's primary activity is publishing books about
the history and art of the West.  Many of these books have won awards for fine
design, printing, and binding in major book competitions including the Western
Heritage Awards at the National Cowboy Hall of Fame.  Northland's books are
marketed by company personnel throughout the United States.

Raw Materials

     The principal raw materials for the company's brick are clay and shale
mined from company-owned or leased properties.  The company has developed
adequate clay reserves located at or near plant sites to supply its needs for
the foreseeable future.  Other raw materials used in the building materials
operations, such as cement, aggregate, and additives, are purchased by the
company in the open market and appear to be readily available for the
foreseeable future from numerous domestic suppliers.  Materials for evaporative
coolers are purchased in the open market or manufactured to the company's
specifications and all appear to be readily available for the foreseeable future
from numerous suppliers.

     The company consumes large quantities of natural gas and other combustible
fuels in the drying and firing of its clay products.  In periods of severe cold
weather and occasionally at other times, the company's natural gas supplies have
been limited by its suppliers at certain locations.  In addition, during winter
months, index pricing of natural gas can be somewhat volatile.  The company
believes it will be able to obtain an adequate supply of energy in the future to
meet its requirements.

     The primary raw material used in the footwear product line is finished
leather.  Finished leather, which is readily available, is purchased from
various tanneries in the United States and from tanneries in foreign countries
and their representatives in the United States.  Inventories are maintained to
meet production requirements.  Other raw materials incidental to the production
of these products such as thread, tacks, staples, buckles, and clasps appear to
be readily available for the foreseeable future from numerous domestic
suppliers.

Patents and Trademarks

     Many of the company's products and processes are patented.  In addition,
most of the company's products are marketed under registered trademarks.

                                     Page 3
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Seasonal Nature of Business

     Demand for building materials and evaporative coolers is seasonal, with
sales during periods of warm weather representing a higher than average
proportion of total yearly sales while sales of footwear products are generally
highest in the fourth quarter.

Working Capital Requirements

     It is the company's policy to increase inventory levels during periods when
production capabilities exceed sales.  The company may also from time to time
increase its inventory of raw materials in its footwear business segment to
assure itself of an adequate supply of such raw materials.

     Historically, funds required for working capital have been generated from
operations and from borrowings from commercial banks.

Significant Customers

     No material part of the company's business is dependent upon a single
customer or upon a few customers, the loss of any one or more of whom would have
a material adverse effect on the company's business.

Backlog of Orders at End of Fiscal Year

     An analysis of backlog orders is presented on page 16 of the company's 1996
Annual Report to Shareholders, which is incorporated herein by reference.  In
accordance with industry practice, unfilled orders for clay brick and footwear
products are generally cancelable by customers at any time and for this reason
may not be considered firm backlog in the traditional sense, despite the fact
that in the past, orders have been canceled only infrequently.  Substantially
all unfilled orders are expected to be filled within one year.

Competition

     The business environment in which the company operates is highly
competitive in the areas of price, service, and product quality.  Unless
otherwise indicated below, the company's relative competitive position within
its product lines and market areas is not readily available due to constant
changes in the number and identity of competitors and types of competitive
products.

     In the building materials segment, competition includes other suppliers of
brick and concrete products, as well as suppliers of diverse alternative
building materials such as stucco, steel, aluminum, glass, plastic, and wood
products.  There are numerous manufacturers of various types of brick and
concrete products in the United States, virtually all of which operate on a
regional or local basis.  In every geographical area served by the company,
there are numerous competitors in all significant building product lines.  The
company is one of the largest face brick manufacturers in the United States and
the largest in the Southwest.  There are numerous plants manufacturing concrete
products in the area in which the company owns and operates plants.  Tradewinds'
evaporative coolers compete with approximately five other major manufacturers,
two of which currently have approximately 70 percent of the market.  None of the
competition, however, manufactures coolers constructed of injection molded
polypropylene material.

     The company's western style boots and other footwear products compete with
approximately 20 other major manufacturers of high quality merchandise, and many
more manufacturers of lesser quality footwear.

Research Activities

     In the normal course of business, the company conducts research and
development activities to improve existing products and to develop new products
within its current product lines.  These activities include developing new
styles, effective use of new materials, and developing new manufacturing
techniques.  The amount spent during each of the last three fiscal years on
these activities did not exceed one percent of the company's total operating
revenues.

                                     Page 4
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Environment

     There are numerous federal, state, and local statutes, regulations and
ordinances regulating discharge of materials into the environment or otherwise
relating to the protection of the environment, including those concerning clean
air, water, and waste disposal.  In management's opinion, none of these will
materially affect the company's earnings or competitive position and should not
require any material increase in capital expenditures.

Employees

     The company had 3,943 employees in its operations as of December 31, 1996.

     The number of employees by job position at December 31, 1996, was as
follows:

                                  Building                                
                                 Materials    Footwear     Parent      Total
                                 ---------   ---------   ---------    -------
       Production                  1,463       1,134                   2,597
       Sales                         544         231                     775
       Administrative,                                                  
        Engineering,                                                   
        Clerical, and Other          358         187          26         571
                                  -------     -------     -------     -------
                                   2,365       1,552          26       3,943
                                  =======     =======     =======     =======

Foreign Operations

     Footwear products are marketed in foreign countries, primarily Canada,
Western Europe, and Japan.  Foreign operations are not material to consolidated
operations.

Item 2.   Properties

     Information concerning the company's principal production facilities is as
follows:

     The company's current annual brick manufacturing capacity is approximately
840 million brick.  The company's 17 operating brick plants are located on
approximately 8,000 acres of land, which includes associated clay mining
operations.  The plants have individual production capacities ranging from 14.5
million to 128 million brick each year.

     The company's tile distribution centers operate out of 12 leased
facilities, consisting of approximately 278,000 square feet of showroom, office
and warehouse space, and two owned showroom/warehouse facilities containing
48,000 square feet.

     The company's concrete operations include 7 concrete block plants operated
by Featherlite and one plant operated by Acme on tracts of land ranging from 5
acres to 24 acres.  In addition, Featherlite operates a limestone mill on a 36
acre tract of land and owns 62 acres of volcanic cinder mines and leases mining
rights on 2,100 acres of land for quarrying architectural limestone.

     Tradewinds manufactures its evaporative coolers in Phoenix, Arizona, in a
leased facility containing approximately 90,000 square feet.

     The footwear manufacturing facilities consist of 7 plants, two of which are
currently not operating, and related warehouses containing approximately 777,000
square feet, located on land owned by the company.  These plants have a designed
capacity to produce in excess of 3 million pair of footwear annually.

     The company's corporate administrative headquarters in Fort Worth, Texas,
is contained in 26,000 square feet of modern office facilities.

     The company owns various interests in oil and gas mineral leases in Texas,
Oklahoma, Louisiana, and Arkansas.  Revenues received to date from these
interests have not and are not anticipated to have a material effect on
consolidated revenues.

                                     Page 5
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Item 3.   Legal Proceedings

     The company is involved in various claims and lawsuits incidental to its
business.  In the opinion of management, these claims and lawsuits in the
aggregate will not have a material adverse effect on the company's consolidated
financial statements.

Item 4.   Submission of Matters to a Vote of Security Holders

     No matters were submitted to a vote of the company's security holders
during the last quarter of its fiscal year ended December 31, 1996.

Executive Officers of Registrant

     Certain information regarding the executive officers is as follows:

                              Employed     Date First
                             by Company   Appointed an
         Name          Age       In         Officer               Title
--------------------- ---   ----------   ---------------  --------------------
John Justin            80      1936      December 1969    Chairman of the
                                                            Board and Chief
                                                            Executive Officer
                                                          
J. T. Dickenson        67      1974      September 1983   President and Chief
                                                            Operating Officer
                                                          
Richard J. Savitz      50      1979      March 1982       Vice President-
                                                            Finance, Treasurer
                                                            and Secretary
                                                          
Edward L. Stout, Jr.   71      1949      March 1974       Vice President-Brick
                                                            Operations
                                                          
Judy B. Hunter         38      1990      October 1990     Controller,
                                                            Assistant
                                                            Treasurer
                                                          

     There are no family relationships among any of the above officers and there
are no known arrangements or understandings between any executive officer and
any other person pursuant to which any of the above named persons was selected
as an officer.

                                     Page 6
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                                     PART II

Item 5.   Market for the Registrant's Common Stock and Related Stockholder
          Matters

     Incorporated by reference from the 1996 Annual Report to Shareholders,
pages 28, 29, and 30.

     As of February 28, 1997, there were 1,712 common shareholders of record.
In addition, approximately 2,355 shareholders are participants in the Justin
Industries, Inc. Employee Stock Ownership Plan.

     Dividends declared for the most recent two fiscal years are as follows:

              Quarter Ended       Cash Dividend Declared
              -------------       ----------------------
                3/31/95                    $.04
                6/30/95                    $.04
                9/30/95                    $.04
               12/31/95                    $.04
                3/31/96                    $.04
                6/30/96                    $.04
                9/30/96                    $.04
               12/31/96                    $.04

Item 6.   Selected Financial Data

     Incorporated by reference from the 1996 Annual Report to Shareholders,
pages 28 and 29.

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

     Incorporated by reference from the 1996 Annual Report to Shareholders,
pages 13 through 17.

Item 8.   Financial Statements and Supplementary Data

     The consolidated balance sheets of the company at December 31, 1996 and
1995 and the consolidated statements of income, shareholders' equity, and cash
flows for the years 1996, 1995, and 1994 and the report of independent auditors
thereon, and the company's unaudited quarterly financial data for the two-year
period ended December 31, 1996 are incorporated by reference from the 1996
Annual Report to Shareholders, pages 18 through 27 and page 30.

Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure

     None.

                                     Page 7
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                                    PART III

Item 10.  Directors and Executive Officers of Registrant

     Incorporated herein by reference from the company's definitive proxy
statement for the Annual Meeting of Shareholders held March 28, 1997 ("Proxy
Statement"), pages 2 through 5.

     Information regarding the executive officers is included in Part I.

Item 11.  Executive Compensation

     Incorporated herein by reference from the Proxy Statement, pages 6 through
12.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

     The information required as to security ownership is incorporated herein by
reference from the Proxy Statement, pages 2 and 3.

Item 13.  Certain Relationships and Related Transactions

     Incorporated herein by reference from the Proxy Statement, page 13.
                                        
                                     Page 8
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                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

  (a)  1.  Financial Statements

                                                        Reference
                                              ------------------------------
                                                             Annual Report
                                                            to Shareholders
                                              Form 10-K          (page)
                                              ---------     ---------------

Data incorporated by reference from
  attached Annual Report to Shareholders
  of Justin Industries, Inc.:

  Report of independent auditors                                     27

  Consolidated balance sheet at
    December 31, 1996 and 1995                                       18

  For the years ended December 31, 1996,
    1995, and 1994:
      Consolidated statement of income                               19
      Consolidated statement of
        shareholders' equity                                         19
      Consolidated statement of cash flows                           20

  Notes to consolidated financial statements                       21-26

       2.  Financial Statement Schedules

Report of Independent Auditors and Consent
  of Independent Auditors                        S-1

Schedules for years ended December 31,
  1996, 1995, and 1994:

  II - Valuation and qualifying accounts         S-2

     All other schedules and compliance information have been omitted since the
required information is not present or is not present in amounts sufficient to
require submission of the schedule, or because the information required is
included in the financial statements and the notes thereto.

                                     Page 9
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       3.  Exhibits


Exhibit                                    
  No.                                Description
-------                              -----------
        
  3.1   Articles of Incorporation of Registrant, as amended (incorporated by
        reference to the Registrant's Registration Statement on Form S-8
        dated April 27, 1993)
        
  3.2   By-Laws of Registrant, as amended (incorporated by reference to the
        Registrant's Current Report on Form 8-K dated September 7, 1990)
        

  4.1   Rights Agreement dated as of October 6, 1989 between Registrant and
        Team Bank, as Rights Agent  (incorporated by reference to
        Registrant's Registration Statement on Form 8-A dated October 10,
        1989)

  4.2   First Amendment to Rights Agreement dated as of October 4, 1990
        between Registrant and Ameritrust Texas, N.A., as successor Rights
        Agent (incorporated by reference to Registrant's Amendment No. 1 on
        Form 8 to Registration Statement on Form 8-A dated October 4, 1990)

 10.1   Registrant's 1981 Stock Option Plan*

 10.2   Registrant's 1984 Incentive Stock Option Plan*

 10.3   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)

 10.4   Registrant's 1992 Stock Option Plan (incorporated by reference from
        the company's definitive proxy statement for the Annual Meeting of
        Shareholders held on April 3, 1992)

 10.5   Registrant's Deferred Compensation Plan*

 10.6   Form of Registrant's Special Executive Benefit Program*

 10.7   Registrant's Supplemental Executive Retirement Plan of 1992
        (incorporated by reference to Registrant's 1992 Annual Report on Form
        10-K)

 10.8   Registrant's Employee Stock Ownership Plan, as restated January 1,
        1989 (incorporated by reference to Registrant's 1994 Annual Report on
        Form 10-K)

 10.9   First Amendment to the Registrant's Restated Employee Stock Ownership
        Plan, effective July 1, 1995 (incorporated by reference to
        Registrant's 1994 Annual Report on Form 10-K)

 10.10  Second Amendment to the Registrant's Restated Employee Stock
        Ownership Plan, effective August 1, 1995 (incorporated by reference
        to Registrant's 1994 Annual Report on Form 10-K)

 10.11  Employment Agreement dated as of December 14, 1995 between Registrant
        and John S. Justin, Jr. (incorporated by reference to Registrant's
        1994 Annual Report on Form 10-K)

 10.12  Form of Severance Agreement dated March 23, 1990 between Registrant
        and certain of its executive officers*

 10.13  Form of Severance Agreement dated March 23, 1990 between Registrant
        and certain of its officers and employees*

 10.14  Revolving Loan Agreement between Registrant, NationsBank of Texas,
        N.A. (formerly NCNB Texas National Bank) as Administrative Lender and
        the several banks listed on the signature pages thereof, as amended
        in the First and Second Amendments through June 9, 1990*

 10.15  Third Amendment to the Revolving Loan Agreement dated as of December
        3, 1990 among Registrant, NationsBank of Texas, N.A. (formerly NCNB
        Texas National Bank), Bank One, Texas, N.A. (formerly Team Bank),
        Citibank, N.A., The Bank of New York and Texas Commerce Bank--Fort
        Worth, N.A. (incorporated by reference to Registrant's Current Report
        on Form 8-K dated December 3, 1990)

 10.16  Fourth Amendment to the Revolving Loan Agreement dated as of December
        31, 1991 among Registrant, certain subsidiaries of the Registrant,
        NationsBank of Texas, N.A., as Administrative Lender, NationsBank of
        Texas, N.A., Bank One, Texas, N.A. (formerly Team Bank), Citibank,
        N.A., The Bank of New York and Texas Commerce Bank, National
        Association (successor by merger to Texas Commerce Bank--Fort Worth,
        N.A.) (incorporated by reference to Registrant's 1991 Annual Report
        on Form 10-K)

 10.17  Fifth Amendment to the Revolving Loan Agreement dated as of May 1,
        1992 among Registrant, certain subsidiaries of the Registrant,
        NationsBank of Texas, N.A., as Administrative Lender, NationsBank of
        Texas, N.A., Bank One, Texas, N.A. (formerly Team Bank), Citibank,
        N.A., The Bank of New York and Texas Commerce Bank, National
        Association (successor by merger to Texas Commerce Bank--Fort Worth,
        N.A.) (incorporated by reference to Registrant's 1992 Annual Report
        on Form 10-K)

 10.18  Sixth Amendment to the Revolving Loan Agreement dated as of December
        31, 1993 among Registrant, certain subsidiaries of the Registrant,
        NationsBank of Texas, N.A., as Administrative Lender, NationsBank of
        Texas, N.A., Bank One, Texas, N.A., Citibank, N.A., The Bank of New
        York and Texas Commerce Bank, National Association (incorporated by
        reference to Registrant's 1993 Annual Report on Form 10-K)

 10.19  Seventh Amendment to the Revolving Loan Agreement dated as of July
        24, 1995 among Registrant, certain subsidiaries of the Registrant,
        NationsBank of Texas, N.A., as Administrative Lender, NationsBank of
        Texas, N.A., Bank One, Texas, N.A., The Bank of New York, and Texas
        Commerce Bank, National Association (incorporated by reference to
        Registrant's 1995 Annual Report on Form 10-K)

 10.20  Term Loan Agreement dated as of December 3, 1990 among the
        Registrant, NationsBank of Texas, N.A. (formerly NCNB Texas National
        Bank), Bank One, Texas, N.A. (formerly Team Bank), Citibank, N.A. and
        Texas Commerce Bank--Fort Worth, N.A. (incorporated by reference to
        Amendment No. 4 to Registrant's Schedule 14D-9 dated December 6,
        1990)

 10.21  First Amendment to the Term Loan Agreement dated as of December 31,
        1991 among Registrant, certain subsidiaries of the Registrant,
        NationsBank of Texas, N.A., as Administrative Lender, NationsBank of
        Texas, N.A., Bank One, Texas, N.A. (formerly Team Bank), Citibank,
        N.A. and Texas Commerce Bank, National Association (successor by
        merger to Texas Commerce Bank--Fort Worth, N.A.) (incorporated by
        reference to Registrant's 1991 Annual Report on Form 10-K)

 10.22  Second Amendment to the Term Loan Agreement dated as of May 1, 1992
        among Registrant, certain subsidiaries of the Registrant, NationsBank
        of Texas, N.A., as Administrative Lender, NationsBank of Texas, N.A.,
        Bank One, Texas, N.A. (formerly Team Bank), Citibank, N.A. and Texas
        Commerce Bank, National Association (successor by merger to Texas
        Commerce Bank--Fort Worth, N.A.) (incorporated by reference to
        Registrant's 1992 Annual Report on Form 10-K)

 10.23  Third Amendment to the Term Loan Agreement dated as of December 31,
        1993 among Registrant, certain subsidiaries of the Registrant,
        NationsBank of Texas, N.A., as Administrative Lender, NationsBank of
        Texas, N.A., Bank One, Texas, N.A., Citibank, N.A. and Texas Commerce
        Bank, National Association (incorporated by reference to Registrant's
        1993 Annual Report on Form 10-K)

 10.24  Fourth Amendment to the Term Loan Agreement dated as of July 24, 1995
        among Registrant, certain subsidiaries of the Registrant, NationsBank
        of Texas, N.A., as Administrative Lender, NationsBank of Texas, N.A.,
        Bank One, Texas, N.A., and Texas Commerce Bank, National
        Association (incorporated by reference to Registrant's 1995 Annual
        Report on Form 10-K)

 13     Annual report to shareholders for the year ended December 31, 1996

 21     Subsidiaries of the Registrant

 23     Report of Independent Auditors and Consent of Independent Auditors
        (included herein at page S-1)

 27     Financial Data Schedules

* Incorporated by reference to Registrant's Amendment No. 1 on Form 8 to Annual
  Report on Form 10-K dated August 23, 1990.

  (b)  Reports on Form 8-K

     None.

                              Pages 10, 11, and 12
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                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

JUSTIN INDUSTRIES, INC.
     (Registrant)

By: /S/ JOHN JUSTIN
    John Justin
    Chairman of the Board and Chief Executive Officer
    March 28, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:


/S/ JOHN JUSTIN                          /S/ BAYARD H. FRIEDMAN
John Justin                              Bayard H. Friedman
Chairman of the Board and                Director, March 28, 1997
Chief Executive Officer                  
March 28, 1997                           
                                         
/S/ J. T. DICKENSON                      /S/ DEE J. KELLY
J. T. Dickenson                          Dee J. Kelly
Director, President and Chief            Director, March 28, 1997
Operating Officer
March 28, 1997                           
                                         
                                         
/S/ RICHARD J. SAVITZ                    /S/ JOSEPH R. MUSOLINO
Richard J. Savitz                        Joseph R. Musolino
Vice President-Finance, Principal        Director, March 28, 1997
Finance and Accounting Officer           
March 28, 1997                           
                                         
/S/ MARVIN GEARHART                      /S/ JOHN V. ROACH
Marvin Gearhart                          John V. Roach
Director, March 28, 1997                 Director, March 28, 1997
                                         
                                         
                                         
/S/ ROBERT E. GLAZE                      /S/ WILLIAM E. TUCKER
Robert E. Glaze                          William E. Tucker
Director, March 28, 1997                 Director, March 28, 1997

                                     Page 13
================================================================================

                         REPORT OF INDEPENDENT AUDITORS

We have audited the consolidated financial statements of Justin Industries, Inc.
as of December 31, 1996 and 1995, and for each of the three years in the period
ended December 31, 1996, and have issued our report thereon dated January 29,
1997, incorporated by reference in this Annual Report (Form 10-K).  Our audits
also included the financial statement schedule listed in Item 14(a) of the
Annual Report (Form 10-K).  This schedule is the responsibility of the company's
management.  Our responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.


                                        /S/ ERNST & YOUNG LLP


Fort Worth, Texas
January 29, 1997



                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Justin Industries, Inc. of our report dated January 29, 1997, included in the
1996 Annual Report to Shareholders of Justin Industries, Inc.

We also consent to the incorporation by reference in the a) Registration
Statement (Form S-8 No. 33-11915) pertaining to the Justin Industries, Inc. 1981
Stock Option Plan and the Justin Industries, Inc. 1984 Incentive Stock Option
Plan and in the related Prospectus; b) Registration Statement (Form S-8 No. 33-
52783) pertaining to the Justin Industries, Inc. Employee Stock Ownership Plan
and in the related Prospectus; and c) Registration Statement (Form S-8 No. 33-
61776) pertaining to the Justin Industries, Inc. 1992 Stock Option Plan and in
the related Prospectus of our reports dated January 29, 1997, with respect to
the consolidated financial statements and schedule of Justin Industries, Inc.
included or incorporated by reference in this Annual Report (Form 10-K) for the
year ended December 31, 1996.


                                        /S/ ERNST & YOUNG LLP


Fort Worth, Texas
March 24, 1997


                                    Page S-1
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                             JUSTIN INDUSTRIES, INC.
                                  CONSOLIDATED
                                        
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                        
                            Years Ended December 31,
                            (in thousands of dollars)

                         Balance at     Additions                  Balance at
                          Beginning    Charged to    Deductions      End of
                           of Year       Income          (1)        Year (2)
                         ----------    ----------     ---------    ----------
                                                                              
Reserve Deducted from                                                         
  Related Assets:
                                                                              
1994                                                                          
----
  Doubtful Accounts       $ 3,014       $   866       $   661       $ 3,219
                                                                   
1995                                                               
----
  Doubtful Accounts       $ 3,219       $ 1,347       $ 1,226       $ 3,340
                                                                   
1996                                                               
----
  Doubtful Accounts       $ 3,340       $ 2,707       $ 2,978       $ 3,069


(1)  Accounts written off, less recoveries.

(2)  The reserve for doubtful accounts is deducted from
     accounts receivable in the financial statements.

                                    Page S-2
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