content: <PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 1998
                                                     REGISTRATION NO. 333-________
  ================================================================================
  
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549      
  
                                --------------------
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                --------------------
  
                           CRAFTMADE INTERNATIONAL, INC.
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                    75-2057054
     (State or other jurisdiction             (I.R.S. Employer Identification No.)
  of incorporation or organization)            
  
                          650 SOUTH ROYAL LANE, SUITE #100
                             COPPELL, TEXAS 75019-1037
            (Address of principal executive offices, including Zip Code)
  
         OPTION TO PURCHASE COMMON STOCK OF CRAFTMADE INTERNATIONAL, INC.
                              FOR KENNETH CANCIENNE
         OPTION TO PURCHASE COMMON STOCK OF CRAFTMADE INTERNATIONAL, INC.
                                 FOR MICHAEL TIMS
                              (Full title of the plan)     
  
                                --------------------
  
                                KENNETH M. CANCIENNE
                              CHIEF FINANCIAL OFFICER
                           CRAFTMADE INTERNATIONAL, INC.
                          650 SOUTH ROYAL LANE, SUITE #100
                             COPPELL, TEXAS 75019-1037
                                   (972) 393-3800
   (Name, address and telephone number, including area code, of agent for service)
  
                                      Copy to:
  
                                  BRIAN D. BARNARD
                               HAYNES AND BOONE, LLP
                                     SUITE 2200
                                  201 MAIN STREET
                              FORT WORTH, TEXAS 76102
                                   (817) 347-6600
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  =========================================================================================================================
                                                               Proposed Maximum        Proposed Maximum          Amount of
          Title of Each Class             Amount to be        Offering Price Per      Aggregate Offering       Registration
    of Securities to be Registered         Registered             Share (1)                Price (1)                Fee
  -------------------------------------------------------------------------------------------------------------------------
  <S>                                    <C>                  <C>                     <C>                      <C>
  Common Stock, par value $.01 per
  share . . . . . . . . . . .            45,000 shares              $11.34                 $510,300               $150.54
  =========================================================================================================================
  </TABLE>
  
  (1) Estimated pursuant to Rule 457(h)(1) solely for the purpose of calculating
      the registration fee, based upon the average of the high and low price of
      the Common Stock, as registered on the Nasdaq National Market, on January
      13, 1998.
  
  
  ================================================================================
  <PAGE>   2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by Craftmade International, Inc.
  (hereinafter referred to as the "Registrant" or the "Company") with the
  Securities and Exchange Commission are incorporated herein by reference:
  
           (a)
  
                   (i)      The Annual Report on Form 10-K for the fiscal year
                            ended June 30, 1997, of the Registrant (Commission
                            File No. 1-10471), filed with the Securities Exchange
                            Commission on September 23, 1997.
  
                   (ii)     The Quarterly Report on Form 10-Q for the period
                            ended September 30, 1997, of the Registrant
                            (Commission File No. 1-10471) filed with the
                            Securities Exchange Commission on October 24, 1997.
  
           (b)     The description of the Registrant's Common Stock contained in
                   the Registrant's Registration Statement filed on Form 8-A
                   (Commission File No. 1-10471) as filed with the Commission on
                   February 27, 1990.
  
           (c)     All documents subsequently filed by the Registrant pursuant to
                   Sections 13(a), 13(c), 14, and 15(d) of the Securities
                   Exchange Act of 1934, prior to the filing of a post-effective
                   amendment that indicates that all securities offered have been
                   sold or which deregisters all securities then remaining
                   unsold, shall be deemed to be incorporated by reference herein
                   and to be a part hereof from the date of filing of such
                   documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is a Delaware corporation.  Section 145 of the Delaware
  General Corporation Law ("DGCL") generally provides that a corporation is
  empowered to indemnify any person who was or is or is threatened to be made a
  party to any threatened, pending or completed action, suit or proceeding by
  reason of the fact that he is or was a director, officer, employee or agent of
  the corporation, or is or was serving at the request of the corporation in any
  of such capacities of another corporation or other enterprise, if such
  director, officer, employee or agent acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.  Such statute provides
  further that the indemnification permitted thereunder shall not be deemed
  exclusive of any other rights to which such persons may be entitled under any
  bylaw, vote of stockholders or disinterested directors or otherwise.
  
           Article Ninth of the Certificate of Incorporation of the Company, as
  amended, provides that the Company shall indemnify to the fullest extent
  permitted by Section 145 of the DGCL any director or officer of the Company who
  is a party or who is threatened to be made a party to any proceeding which is a
  threatened, pending or completed action or suit brought against said officer or
  director in his official capacity.  The Company shall not indemnify any
  director or officer in any action or suit, threatened, pending or completed,
  brought by him against the Company, in the event the officer or director is not
  the prevailing party.  Indemnification of any other persons, such as employees
  or agents of the Company, or serving at the request of the Company as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust, or other enterprise, shall be determined in the sole and
  absolute discretion of the Board of Directors of the Company.
  
           Article Eighth of the Certificate of Incorporation of the Company
  provides that a director of the Company shall not be personally liable to the
  Company or its stockholders for monetary damages for breach of fiduciary duty
  
  
  
  
  
                                       - 2 -
  <PAGE>   3
  as a director except for liability (i) for any breach of the director's duty of
  loyalty to the Company or its stockholders, (ii) for acts or omissions not in
  good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
  which the director derived any improper personal benefit.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The exhibits to this registration statement are listed in the Exhibit
           Index elsewhere herein.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The undersigned registrant hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this registration
           statement:
  
                        (i)         to include any prospectus required by Section
                   10(a)(3) of the Securities Act of 1933;
  
                        (ii)        to reflect in the prospectus any facts or
                   events arising after the effective date of the registration
                   statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in this
                   registration statement;
  
                      (iii)         to include any material information with
                   respect to the plan of distribution not previously disclosed
                   in this registration statement or any material change to such
                   information in this registration statement;
  
                   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the registrant pursuant to Section 13 or Section
           15(d) of the Securities Exchange Act of 1934 that are incorporated by
           reference in this registration statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act of 1933, each such post-effective amendment
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof; and
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b)     The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Securities Exchange Act of 1934) that is incorporated by reference in this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
                                       - 3 -
  <PAGE>   4
                          SIGNATURES AND POWER OF ATTORNEY
  
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Coppell, State of Texas, on the 14th day of
  January, 1998.
  
                                         CRAFTMADE INTERNATIONAL, INC.
                                         
                                         
                                         By:   /s/ JAMES R. RIDINGS              
                                             ------------------------------------
                                                   James R. Ridings
                                             Chairman of the Board, President
                                                and Chief Executive Officer
                                             
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints each of James R. Ridings and Kenneth M.
  Cancienne, his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign, execute and file with the Securities and
  Exchange Commission and any state securities regulatory board or commission any
  documents relating to the proposed issuance and registration of the securities
  offered pursuant to this Registration Statement on Form S-8  under the
  Securities Act of 1933, as amended, including any amendment or amendments
  relating thereto, with all exhibits and any and all documents required to be
  filed with respect thereto with any regulatory authority, granting unto said
  attorneys-in-fact and agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done in
  and about the premises in order to effectuate the same as fully to all intents
  and purposes as he might or could do if personally present, hereby ratifying
  and confirming all that said attorneys-in-fact and agents, or either of them,
  or their or his substitute or substitutes, may lawfully do or cause to be done.
  
           In accordance with the requirements of the Securities Act of 1933, as
  amended, this Registration Statement on Form S-8 was signed by the following
  persons in the capacities stated below on the 14th day of January, 1998:
  
  <TABLE>
  <CAPTION>
                     SIGNATURE                                                  TITLE
                     ---------                                                  -----
  <S>                                                             <C>
  /s/ James R. Ridings                                            Chairman of the Board, President
  -----------------------------------------------                 Chief Executive Officer and Director
                  James R. Ridings                                  (Principal Executive Officer)     
                                                                  
  
  /s/ Kenneth M. Cancienne                                        Chief Financial Officer and Director
  -----------------------------------------------                   (Principal Financial and          
               Kenneth M. Cancienne                                    Accounting Officer)  
                                                                    
  
  /s/ Clifford Crimmings                                          Director
  -----------------------------------------------                         
                Clifford Crimmings
  
  /s/ Jerry E. Kimmel                                             Director
  -----------------------------------------------                         
                  Jerry E. Kimmel
  
  /s/ A. Paul Knuckley                                            Director
  -----------------------------------------------                         
                 A. Paul Knuckley
  
  
  </TABLE>
  
  
  
  <PAGE>   5
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  EXHIBIT NO.                             EXHIBIT
  -----------                             -------
  <S>               <C>
     4.1       --   Certificate of Incorporation of the Company, filed as Exhibit 3(a)(2) to the
                    Company's Post Effective Amendment No. 1 to Form S-18 (File No. 33-33594) and
                    incorporated by reference therein.
    
     4.2*      --   Certificate of Amendment of Certificate of Incorporation of the Company dated
                    March 24, 1992.
    
     4.3       --   Amended and Restated Bylaws of the Company, filed as Exhibit 3(b)(2) to the
                    Company's Post Effective Amendment No. 1 to Form S-18 (File No. 33-33594-FW) and
                    incorporated by reference therein.
    
     4.4       --   Specimen Common Stock Certificate, filed as Exhibit 4(a) to the Company's
                    Registration Statement on Form S-18 (File No. 33-33594-FW) and incorporated by
                    reference therein.
    
     4.5*      --   Option to Purchase Common Stock of Craftmade International, Inc. for Kenneth
                    Cancienne, dated December 31, 1992.
    
     4.6*      --   Option to Purchase Common Stock of Craftmade International, Inc. for Michael
                    Tims, dated December 31, 1992.
    
     5.1*      --   Opinion of Haynes and Boone, LLP.
    
    23.1*      --   Consent of Price Waterhouse LLP.
    
    23.2*      --   Consent of Haynes and Boone, LLP (included in 5.1).
    
    24.1*      --   Power of Attorney (included on signature page).
  -------------------------                                                   
  </TABLE>
  
               * Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18415}]
metadata_filer: {"company-data": {"conformed-name": "CRAFTMADE INTERNATIONAL INC", "cik": "0000856250", "assigned-sic": "5064", "irs-number": "752057054", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44337", "film-number": "98507855"}, "business-address": {"street1": "2700 112TH ST", "city": "GRAND PRAIRIE", "state": "TX", "zip": "75050", "phone": "2146478099"}, "mail-address": {"street1": "2700 112TH ST", "city": "GRAND PRARIE", "state": "TX", "zip": "75050"}}
text: 1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 15, 1998
                                                     REGISTRATION NO. 333-________
  ================================================================================
  
                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549      
  
                                --------------------
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                                --------------------
  
                           CRAFTMADE INTERNATIONAL, INC.
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                    75-2057054
     (State or other jurisdiction             (I.R.S. Employer Identification No.)
  of incorporation or organization)            
  
                          650 SOUTH ROYAL LANE, SUITE #100
                             COPPELL, TEXAS 75019-1037
            (Address of principal executive offices, including Zip Code)
  
         OPTION TO PURCHASE COMMON STOCK OF CRAFTMADE INTERNATIONAL, INC.
                              FOR KENNETH CANCIENNE
         OPTION TO PURCHASE COMMON STOCK OF CRAFTMADE INTERNATIONAL, INC.
                                 FOR MICHAEL TIMS
                              (Full title of the plan)     
  
                                --------------------
  
                                KENNETH M. CANCIENNE
                              CHIEF FINANCIAL OFFICER
                           CRAFTMADE INTERNATIONAL, INC.
                          650 SOUTH ROYAL LANE, SUITE #100
                             COPPELL, TEXAS 75019-1037
                                   (972) 393-3800
   (Name, address and telephone number, including area code, of agent for service)
  
                                      Copy to:
  
                                  BRIAN D. BARNARD
                               HAYNES AND BOONE, LLP
                                     SUITE 2200
                                  201 MAIN STREET
                              FORT WORTH, TEXAS 76102
                                   (817) 347-6600
  
                          CALCULATION OF REGISTRATION FEE
  =========================================================================================================================
                                                               Proposed Maximum        Proposed Maximum          Amount of
          Title of Each Class             Amount to be        Offering Price Per      Aggregate Offering       Registration
    of Securities to be Registered         Registered             Share (1)                Price (1)                Fee
  -------------------------------------------------------------------------------------------------------------------------
  Common Stock, par value $.01 per
  share . . . . . . . . . . .            45,000 shares              $11.34                 $510,300               $150.54
  =========================================================================================================================
  (1) Estimated pursuant to Rule 457(h)(1) solely for the purpose of calculating
      the registration fee, based upon the average of the high and low price of
      the Common Stock, as registered on the Nasdaq National Market, on January
      13, 1998.
  
  ================================================================================
  2
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The following documents filed by Craftmade International, Inc.
  (hereinafter referred to as the "Registrant" or the "Company") with the
  Securities and Exchange Commission are incorporated herein by reference:
  
           (a)
  
                   (i)      The Annual Report on Form 10-K for the fiscal year
                            ended June 30, 1997, of the Registrant (Commission
                            File No. 1-10471), filed with the Securities Exchange
                            Commission on September 23, 1997.
  
                   (ii)     The Quarterly Report on Form 10-Q for the period
                            ended September 30, 1997, of the Registrant
                            (Commission File No. 1-10471) filed with the
                            Securities Exchange Commission on October 24, 1997.
  
           (b)     The description of the Registrant's Common Stock contained in
                   the Registrant's Registration Statement filed on Form 8-A
                   (Commission File No. 1-10471) as filed with the Commission on
                   February 27, 1990.
  
           (c)     All documents subsequently filed by the Registrant pursuant to
                   Sections 13(a), 13(c), 14, and 15(d) of the Securities
                   Exchange Act of 1934, prior to the filing of a post-effective
                   amendment that indicates that all securities offered have been
                   sold or which deregisters all securities then remaining
                   unsold, shall be deemed to be incorporated by reference herein
                   and to be a part hereof from the date of filing of such
                   documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Company is a Delaware corporation.  Section 145 of the Delaware
  General Corporation Law ("DGCL") generally provides that a corporation is
  empowered to indemnify any person who was or is or is threatened to be made a
  party to any threatened, pending or completed action, suit or proceeding by
  reason of the fact that he is or was a director, officer, employee or agent of
  the corporation, or is or was serving at the request of the corporation in any
  of such capacities of another corporation or other enterprise, if such
  director, officer, employee or agent acted in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  corporation and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful.  Such statute provides
  further that the indemnification permitted thereunder shall not be deemed
  exclusive of any other rights to which such persons may be entitled under any
  bylaw, vote of stockholders or disinterested directors or otherwise.
  
           Article Ninth of the Certificate of Incorporation of the Company, as
  amended, provides that the Company shall indemnify to the fullest extent
  permitted by Section 145 of the DGCL any director or officer of the Company who
  is a party or who is threatened to be made a party to any proceeding which is a
  threatened, pending or completed action or suit brought against said officer or
  director in his official capacity.  The Company shall not indemnify any
  director or officer in any action or suit, threatened, pending or completed,
  brought by him against the Company, in the event the officer or director is not
  the prevailing party.  Indemnification of any other persons, such as employees
  or agents of the Company, or serving at the request of the Company as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust, or other enterprise, shall be determined in the sole and
  absolute discretion of the Board of Directors of the Company.
  
           Article Eighth of the Certificate of Incorporation of the Company
  provides that a director of the Company shall not be personally liable to the
  Company or its stockholders for monetary damages for breach of fiduciary duty
  
                                       - 2 -
  3
  as a director except for liability (i) for any breach of the director's duty of
  loyalty to the Company or its stockholders, (ii) for acts or omissions not in
  good faith or which involve intentional misconduct or a knowing violation of
  law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
  which the director derived any improper personal benefit.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           The exhibits to this registration statement are listed in the Exhibit
           Index elsewhere herein.
  
  ITEM 9.  UNDERTAKINGS.
  
           (a)     The undersigned registrant hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this registration
           statement:
  
                        (i)         to include any prospectus required by Section
                   10(a)(3) of the Securities Act of 1933;
  
                        (ii)        to reflect in the prospectus any facts or
                   events arising after the effective date of the registration
                   statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in this
                   registration statement;
  
                      (iii)         to include any material information with
                   respect to the plan of distribution not previously disclosed
                   in this registration statement or any material change to such
                   information in this registration statement;
  
                   provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
           not apply if the information required to be included in a
           post-effective amendment by those paragraphs is contained in periodic
           reports filed by the registrant pursuant to Section 13 or Section
           15(d) of the Securities Exchange Act of 1934 that are incorporated by
           reference in this registration statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act of 1933, each such post-effective amendment
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof; and
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (b)     The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Securities Exchange Act of 1934) that is incorporated by reference in this
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (c)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
                                       - 3 -
  4
                          SIGNATURES AND POWER OF ATTORNEY
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Coppell, State of Texas, on the 14th day of
  January, 1998.
  
                                         CRAFTMADE INTERNATIONAL, INC.
                                         
                                         
                                         By:   /s/ JAMES R. RIDINGS              
                                             ------------------------------------
                                                   James R. Ridings
                                             Chairman of the Board, President
                                                and Chief Executive Officer
                                             
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints each of James R. Ridings and Kenneth M.
  Cancienne, his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign, execute and file with the Securities and
  Exchange Commission and any state securities regulatory board or commission any
  documents relating to the proposed issuance and registration of the securities
  offered pursuant to this Registration Statement on Form S-8  under the
  Securities Act of 1933, as amended, including any amendment or amendments
  relating thereto, with all exhibits and any and all documents required to be
  filed with respect thereto with any regulatory authority, granting unto said
  attorneys-in-fact and agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done in
  and about the premises in order to effectuate the same as fully to all intents
  and purposes as he might or could do if personally present, hereby ratifying
  and confirming all that said attorneys-in-fact and agents, or either of them,
  or their or his substitute or substitutes, may lawfully do or cause to be done.
  
           In accordance with the requirements of the Securities Act of 1933, as
  amended, this Registration Statement on Form S-8 was signed by the following
  persons in the capacities stated below on the 14th day of January, 1998:
  SIGNATURE                                                  TITLE
                     ---------                                                  -----
  /s/ James R. Ridings                                            Chairman of the Board, President
  -----------------------------------------------                 Chief Executive Officer and Director
                  James R. Ridings                                  (Principal Executive Officer)     
                                                                  
  
  /s/ Kenneth M. Cancienne                                        Chief Financial Officer and Director
  -----------------------------------------------                   (Principal Financial and          
               Kenneth M. Cancienne                                    Accounting Officer)  
                                                                    
  
  /s/ Clifford Crimmings                                          Director
  -----------------------------------------------                         
                Clifford Crimmings
  
  /s/ Jerry E. Kimmel                                             Director
  -----------------------------------------------                         
                  Jerry E. Kimmel
  
  /s/ A. Paul Knuckley                                            Director
  -----------------------------------------------                         
                 A. Paul Knuckley
  5
                                 INDEX TO EXHIBITS
  EXHIBIT NO.                             EXHIBIT
  -----------                             -------
  4.1       --   Certificate of Incorporation of the Company, filed as Exhibit 3(a)(2) to the
                    Company's Post Effective Amendment No. 1 to Form S-18 (File No. 33-33594) and
                    incorporated by reference therein.
    
     4.2*      --   Certificate of Amendment of Certificate of Incorporation of the Company dated
                    March 24, 1992.
    
     4.3       --   Amended and Restated Bylaws of the Company, filed as Exhibit 3(b)(2) to the
                    Company's Post Effective Amendment No. 1 to Form S-18 (File No. 33-33594-FW) and
                    incorporated by reference therein.
    
     4.4       --   Specimen Common Stock Certificate, filed as Exhibit 4(a) to the Company's
                    Registration Statement on Form S-18 (File No. 33-33594-FW) and incorporated by
                    reference therein.
    
     4.5*      --   Option to Purchase Common Stock of Craftmade International, Inc. for Kenneth
                    Cancienne, dated December 31, 1992.
    
     4.6*      --   Option to Purchase Common Stock of Craftmade International, Inc. for Michael
                    Tims, dated December 31, 1992.
    
     5.1*      --   Opinion of Haynes and Boone, LLP.
    
    23.1*      --   Consent of Price Waterhouse LLP.
    
    23.2*      --   Consent of Haynes and Boone, LLP (included in 5.1).
    
    24.1*      --   Power of Attorney (included on signature page).
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  * Filed herewith.