AMENDMENT TO THE
                             JUSTIN INDUSTRIES, INC.
                             1981 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. 1981 Stock Option Plan (the
"Plan") and the related Stock Option Agreements; and

     WHEREAS, the Company desires to amend the Plan with regard to the section
titled Exercise of Option; and

     WHEREAS, the Board of Directors of the Company has authorized this
Amendment to the Plan;

     NOW, THEREFORE, pursuant to the powers reserved in the Plan, the Company
does hereby amend and restate the Exercise of Option section of the Plan in its
entirety to read as follows:

                               Exercise of Option

          Subject to the earlier expiration of the option, an option may be
     exercised, by  notice given to the Company in the form specified at any
     time and from time to time on or after the date of grant thereof.  The
     option is not transferable and may be exercised only by the employee
     originally granted the option ("optionee") during the optionee's lifetime
     and while he remains an employee of the Company, except that:

          (a)  If the Optionee's employment with the Company terminates by
               reason of disability or by reason of retirement with the consent
               of the Company, an option may be exercised by the Optionee at any
               time during the period of three months following such termination
               or during such other period of time as may be approved by the
               Board of Directors of the Company, but in no event shall such
               options remain exercisable after the expiration of the term of
               the option.

          (b)  If the Optionee dies while in the employ of the Company, his
               estate, or the person who acquires the option by bequest or
               inheritance or by reason of the death of the Optionee, may
               exercise the option at any time during the period three months
               following the date of the Optionee's death, to the extent that
               Optionee could have exercised his option just prior to his death
               or during such other period of time as may be approved by the
               Board of Directors of the Company, but in no event shall such
               options remain exercisable after the expiration of the term of
               the option.
               
===============================================================================
               
               If an Optionee's employment with the Company terminates other
               than by reason of disability (a physical or mental condition
               which, in the judgment of the Company, totally and presumably
               permanently prevents the Employee from engaging in any
               substantial gainful employment), retirement with the consent of
               the Company, or death, the option (to the extent not exercised
               prior thereto) shall terminate as of the date of the Optionee's
               employment so terminates.  For purposes of this Plan, employment
               ceases on the last day that the employee actually reports to his
               normal place of work and actually performs his normal duties,
               regardless of any payments made by the Company as termination
               benefits.

     Except as amended by this instrument, the 1981 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 16th day of
April, 1999.


                                   JUSTIN INDUSTRIES, INC.


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