AMENDMENT TO THE
                             JUSTIN INDUSTRIES, INC.
                        1984 INCENTIVE STOCK OPTION PLAN

     WHEREAS, Justin Industries, Inc., a Texas corporation, with its principal
office and place of business in Tarrant County, Texas (the "Company"),
heretofore adopted the Justin Industries, Inc. 1984 Incentive Stock Option Plan
(the "1984 Plan") and the related Stock Option Agreements (the "Option
Agreements"); and

     WHEREAS, the Company desires to amend the 1984 Plan with respect to the
section titled Termination of Employment, Disability or Death of Optionee; and

     WHEREAS, the Board of Directors of the Company has authorized the amendment
to the 1984 Plan;

     NOW, THEREFORE, pursuant to the powers reserved in the Plan, the Company
does hereby amend and restate Section 14 of the 1984 Plan, Termination of
Employment, Disability or Death of Optionee, in its entirety to read as follows:

     14.  Termination of Employment, Death or Disability of Optionee.  Except as
     may be otherwise expressly provided herein, all Options, whether or not
     accrued pursuant to the terms of such Options, shall terminate immediately
     upon the severance of the employment relationship between the Optionee and
     the Company, or a parent or Subsidiary of the Company, for any reason,
     voluntarily or involuntarily, for or without cause.  Absence on leave
     approved by the Committee shall not be considered the severance of
     employment.

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

          If, before the date of expiration of the Option, the Optionee dies or
     shall be retired from the employ of the Company, or a parent or Subsidiary
     of the Company, for reasons of age or disability, the Option shall
     terminate on the earlier of such date of expiration of the Option or on a
     day which is one day less than three (3) months after the earlier of the
     date of such death or retirement. Notwithstanding anything to the contrary
     contained in this Section 14, with the written approval of the Board of
     Directors of the Company or the Committee, such Options may be exercised,
     subject to the condition that no Option shall be exercisable after the date
     of expiration of such Option, during such period as the Board of Directors
     of the Company or the Committee may determine.  (In the case of an employee
     who is disabled within the meaning of Section 105(d)(4) of the Code, the
     three month (3) month period shall be one (1) year, or such other period of
     time that the Board of Directors of the Company or the Committee may
     determine; provided, however, that in no event shall an Option remain
     exercisable after the expiration of the term of such Option.)  In the event
     of such death or retirement, the Optionee, or other person of authority in
     the event of death, shall have the right prior to the termination of such
     Option to exercise the Option to the extent to which he was entitled to
     exercise such Option immediately prior to such death or retirement;
     provided, however, that with the written approval of the Board of Directors
     of the Company or the Committee, such Option may be exercised, subject to
     the condition that no Option shall be exercisable after the date of
     expiration of such Option, during such period and to such extent (whether
     or not accrued pursuant to the terms of the Option)as the Board of
     Directors of the Company or the Committee may determine.
     
     Except as amended by this instrument, the 1984 Plan shall remain in full
force and effect.  This instrument may be executed in a number of counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

     IN WITNESS WHEREOF, this Amendment has been executed this 16 day of April,
1999.

                                   JUSTIN INDUSTRIES, INC.
                                   
                                   
                                   By:  /S/RICHARD J. SAVITZ
                                      --------------------------
                                   Name:  Richard J. Savitz
                                   Title: Senior Vice President