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, 1998

                                        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.

                       $334,263,392 as of March 22, 1999

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

                 25,467,687 Common Shares as of March 22, 1999

                       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, 1998.  Part III
incorporates information by reference from the Proxy Statement for the Annual
Meeting of Shareholders to be held on April 16, 1999.

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

                                TABLE OF CONTENTS

                                                                 Page
                                                                 ----
                                     PART I

Item 1.   Business                                                 2

Item 2.   Properties                                               5

Item 3.   Legal Proceedings                                        5

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 7a.  Qualitative and Quantitative Disclosures About
          Market Risk                                              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

                                    (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 1998 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 ("Acme").  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., which was sold effective December 31, 1998, and (ii)
manufacture, purchase, and sale of footwear products, which includes the
operations of Justin Boot, Nocona, Tony Lama and Chippewa.

  On January 5, 1999, Acme acquired the assets of Texas Clay Industries, a
division of Temtex Industries, Inc. for a total purchase price of approximately
$13.3 million.   The assets acquired consist primarily of accounts receivable
and land, buildings and equipment related to one brick plant and associated clay
reserves in Texas.  Sales generated by this plant in 1998 approximated $11.7
million.  The acquisition will be accounted for as a purchase in 1999.

Financial Information about Reportable Segments

  Financial information about reportable segments of the company is included in
Note 9, page 29, of the Notes to Consolidated Financial Statements of the Annual
Report to Shareholders.  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 4 through 14 of the company's
1998 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.  This
segment also includes the sale of ceramic and marble floor and wall tile through
American Tile distribution centers in Texas.

  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 500 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.

                                    (Page 2)
===============================================================================

  Manufacture, Purchase, and Sale of Footwear Products

  Footwear operations include the design, manufacture or purchase, 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)",
and "Sport Lace-R(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 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
or purchased 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 and sales representatives 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.

  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.  However, 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
through 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)
===============================================================================

Seasonal Nature of Business

  Demand for building materials 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 Company does not believe the loss of any one
customer 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 19 of the company's 1998
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.  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.

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

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.

                                    (Page 4)
===============================================================================

Employees

  The company had 4,066 employees in its operations as of December 31, 1998.

  The number of employees by job position at December 31, 1998, was as follows:

                             Building                               
                             Materials    Footwear     Parent      Total
                             ---------   ---------   ---------   --------- 
   Production                   1,429       1,177                   2,606   
   Sales                          496         231                     727     
   Administrative,                                                        
   Engineering, Clerical,    
       and Other                  525         182          26         733
                             ---------   ---------   ---------   ---------
                                2,450       1,590          26       4,066
                             =========   =========   =========   =========

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 900
million brick.  This amount includes capacity of approximately 60 million brick
added upon the acquisition of Texas Clay in early 1999.  The company's 18
operating brick plants are located on approximately 8,850 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 16 leased facilities,
consisting of approximately 350,000 square feet of showroom, office and
warehouse space, and four owned showroom/warehouse facilities containing 85,000
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.

  The footwear manufacturing facilities consist of 7 plants, two of which are
currently not operating, and related warehouses containing approximately 798,000
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.

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.

                                    (Page 5)
===============================================================================

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, 1998.

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 (1)             82      1936    December 1969   Chairman of the
                                                             Board and Chief
                                                             Executive Officer
                                                            
J. T. Dickenson             69      1974    September 1983  President and
                                                             Chief Operating
                                                             Officer
                                                            
Richard J. Savitz           52      1979    March 1982      Vice President-
                                                             Finance, Treasurer
                                                             and Secretary
                                                            
Edward L. Stout, Jr. (2)    73      1949    March 1974      Vice President-
                                                             Brick Operations
                                                            
Judy B. Hunter              40      1990    October 1990    Vice President-
                                                             Controller,
                                                             Assistant Treasurer
                                                            

  (1) - Subsequent to December 31, 1998, Mr. Justin announced that he would
        retire from the Company during 1999.
  (2) - Subsequent to December 31, 1998, Mr. Stout announced that he would
        retire from the Company during 1999.


  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)
===============================================================================

                                     PART II

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

  Incorporated by reference from the 1998 Annual Report to Shareholders, page
34.

  As of February 28, 1999, there were 1,614 common shareholders of record.  In
addition, approximately 2,300 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
              -------------       ----------------------

                 3/31/97                   $.04
                 6/30/97                   $.04
                 9/30/97                   $.05
                12/31/97                   $.05
                 3/31/98                   $.05
                 6/30/98                   $.05
                 9/30/98                   $.05
                12/31/98                   $.05

Item 6.   Selected Financial Data

  Incorporated by reference from the 1998 Annual Report to Shareholders, pages
32 and 33.

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

  Incorporated by reference from the 1998 Annual Report to Shareholders, pages
16 through 19.

Item 7a.  Qualitative and Quantitative Disclosures About Market Risk

  The company's market risks are immaterial.

Item 8.   Financial Statements and Supplementary Data

  The consolidated balance sheets of the company at December 31, 1998 and 1997
and the consolidated statements of income, shareholders' equity, and cash flows
for the years 1998, 1997, and 1996 and the report of independent auditors
thereon, and the company's unaudited quarterly financial data for the two-year
period ended December 31, 1998 are incorporated by reference from the 1998
Annual Report to Shareholders, pages 21 through 31 and page 34.

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

  None.

                                    (Page 7)
===============================================================================

                                    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 to be held April 16, 1999 ("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)
===============================================================================

                                     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                                      31

  Consolidated balance sheet at
    December 31, 1998 and 1997                                        21

  For the years ended December 31, 1998,
    1997, and 1996:
      Consolidated statement of income                                22
      Consolidated statement of shareholders'
        equity                                                        22
      Consolidated statement of cash flows                            23

  Notes to consolidated financial statements                         24-30

     2.   Financial Statement Schedules
          -----------------------------

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

Schedules for years ended
  December 31, 1998, 1997, and 1996:

    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)
===============================================================================

     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 1999 Performance Incentive Plan (incorporated by
        reference from the company's definitive proxy statement for the Annual
        Meeting of Shareholders to be held on April 16, 1999)

  10.6  Registrant's Deferred Compensation Plan*

  10.7  Form of Registrant's Special Executive Benefit Program*

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

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

  10.10 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)

  10.11 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)

  10.12 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)

  10.13 Amendment No. 1 to Employment Agreement dated as of December 14, 1995
        between Registrant and John S. Justin, Jr.  (incorporated by reference
        to Registrant's 1997 Annual Report on Form 10-K)

  10.14 Amendment No. 2 to Employment Agreement dated as of December 14, 1995
        between Registrant and John S. Justin, Jr. (incorporated by reference to
        Registrant's 1998 3rd Quarter Report on Form 10-Q)

                                    (Page 10)
===============================================================================

Exhibit
  No.                              Description
-------                            -----------

  10.15 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*

  10.16 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)

  10.17 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)

  10.18 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)

  10.19 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)
       
  10.20 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)

  13    Annual report to shareholders for the year ended December 31, 1998

  21    Subsidiaries of the Registrant

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

  27.1  Financial Data Schedule for the period ended December 31, 1998

* 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.

                                    (Page 11)
===============================================================================

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 26, 1999

  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/ ROBERT E. GLAZE
-------------------------             ------------------------
John Justin                           Robert E. Glaze
Chairman of the Board and             Director, March 26, 1999
Chief Executive Officer               
March 26, 1999                        
                                      
                                      
/S/ J. T. DICKENSON                   /S/ DEE J. KELLY
-------------------------            -------------------------
J. T. Dickenson                       Dee J. Kelly
Director, President and Chief         Director, March 26, 1999
Operating Officer
March 26, 1999                        
                                      
                                      
/S/ RICHARD J. SAVITZ                 /S/ JOSEPH R. MUSOLINO
-------------------------             ------------------------
Richard J. Savitz                     Joseph R. Musolino
Vice President-Finance,               Director, March 26, 1999
Principal Finance and
Accounting Officer
March 26, 1999                        
                                      
                                      
/S/ MARVIN GEARHART                   /S/ JOHN V. ROACH
-------------------------             ------------------------
Marvin Gearhart                       John V. Roach
Director, March 26, 1999              Director, March 26, 1999
                                                    
                                      
/S/ WILLIAM E. TUCKER
-------------------------
William E. Tucker                     
Director, March 26, 1999              
                                      
                                      
                                      
                                      

                                    (Page 12)
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                         REPORT OF INDEPENDENT AUDITORS


We have audited the consolidated financial statements of Justin Industries, Inc.
as of December 31, 1998 and 1997, and for each of the three years in the period
ended December 31, 1998, and have issued our report thereon dated February 4,
1999, 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
February 4, 1999




                        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 February 4, 1999, included in the
1998 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; c) Registration Statement (Form S-8 No. 33-61776)
pertaining to the Justin Industries, Inc. 1992 Stock Option Plan and in the
related Prospectus, and d) Registration Statement (Form S-8 No. 333-51823)
pertaining to the Justin Industries, Inc. 1996 Non-Employee Director Stock
Option Plan of our reports dated February 4, 1999, 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, 1998.



                                             /S/ ERNST & YOUNG LLP



Fort Worth, Texas
March 24, 1999

                                   (Page S-1)
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                             JUSTIN INDUSTRIES, INC.
                                  CONSOLIDATED

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                        
                          Years Ended December 31, 1998
                            (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:
                                                            
1996                                                        
  Doubtful Accounts      $ 3,340      $ 2,707      $ 2,978      $ 3,069
                                                            
1997                                                        
  Doubtful Accounts      $ 3,069      $ 1,624      $ 1,596      $ 3,097
                                                            
1998                                                        
  Doubtful Accounts      $ 3,097      $ 1,349      $   912      $ 3,534



(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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