8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported) August 19, 2004

                             WALTER INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                     001-13711             13-3429953
(State or other jurisdiction of       (Commission            (IRS Employer
incorporation or organization)        File Number)        Identification No.)

 4211 W. Boy Scout Boulevard, Tampa, Florida                        33607
   (Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code: (813) 871-4811

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)




Item 9. Regulation FD Disclosure

The following information is furnished pursuant to Item 9 "Regulation FD
Disclosure":

On August 19, 2004 Walter Industries, Inc. issued a press release filed herewith
as Exhibit 99 and incorporated herein by reference announcing the resignation of
Scott C. Nuttall from the Board of Directors and the appointment of Simon E.
Brown to the Board of Directors. Mr. Brown will receive the standard director
compensation package and has no other material arrangements with the Company.
Mr. Brown will also serve on the Environmental, Health and Safety Committee of
the Board of Directors.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                 WALTER INDUSTRIES, INC.


                                 By:      /s/ Victor P. Patrick
                                 Title:   Victor P. Patrick
                                          Sr. Vice President, General Counsel
                                          and Secretary

Date:  August 20, 2004




Exhibit Index

(99)  Press release, dated: August 19, 2004, issued by Walter Industries, Inc.

EX-99

                                                                      Exhibit 99

          Walter Industries Names Simon E. Brown to Board of Directors

                     Scott C. Nuttall Steps Down From Board

    TAMPA, Fla., Aug. 19 /PRNewswire-FirstCall/ -- Walter Industries, Inc.
(NYSE: WLT) announced today that Simon E. Brown, a Principal with Kohlberg
Kravis Roberts & Co., has been named to the Board of Directors.

    The Company also announced that Scott C. Nuttall, a Principal at Kohlberg
Kravis Roberts & Co., and a director since 2000, has resigned from the board.
The change is effective immediately, leaving the number of Walter Industries'
directors at nine.

    "Simon Brown's exceptional background in finance and legal and accounting
issues provides complementary strengths to our Board of Directors.  We are
confident that Simon will be a valuable board member," said Don DeFosset,
Chairman and Chief Executive Officer.  "I would also like to thank Scott
Nuttall for his distinguished service and advice to the Company over the last
several years."

    As a Principal at Kohlberg Kravis Roberts & Co., Mr. Brown helps invest
and manage over $8.5 billion in private equity funds.  He has also served in a
number of investment and executive positions with Madison Dearborn Partners,
The Baupost Group, LLC, Thomas H. Lee Company, and Morgan Stanley.  Mr. Brown
holds a B.A. in Commerce from Queen's University in Kingston, Canada, and an
M.B.A. with High Distinction from Harvard University's Graduate School of
Business Administration.

    Walter Industries, Inc. is a diversified company with annual revenues of
$1.3 billion. The Company is a leader in affordable homebuilding, related
financing and water transmission products, and is a significant producer of
high-quality coal for worldwide markets. Based in Tampa, Florida, the Company
employs approximately 5,200 people.

    For more information, please contact Joe Troy, Senior Vice President --
Financial Services of Walter Industries, at 813-871-4404.