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) October 28, 2004

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

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

      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)

- --------------------------------------------------------------------------------

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[ ]   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13-4(c))




Item 1.01 Material Definitive Agreement

Effective October 28, 2004, Walter Industries, Inc. (the "Company") entered into
a Sixth Amendment of its Credit  Agreement dated April 17, 2003 by and among the
Company,  Bank of America,  N.A. as Administrative  Agent, Swing Line Lender and
L/C Issuer,  SunTrust Bank, as Syndication Agent and L/C Issuer, BNP Paribas and
Credit Lyonnais as  Co-Documentation  Agents and the Lenders thereto.  The Sixth
Amendment  increases the amount  available to make  Restricted  Payments,  which
includes  share  repurchases.  The Sixth  Amendment  effectively  increases  the
permitted share repurchase capacity of the Company to $57 million.

On October 29, 2004 the Company  issued a press release  announcing the purchase
of  approximately  2 million shares from certain  Kohlberg  Kravis Roberts & Co.
affiliates  ("KKR") in a private  transaction that occurred  concurrently with a
public  offering made by KKR of  approximately 8 million shares of the Company's
stock.  As  noted  in the  press  release  attached  hereto  as  Exhibit  99 and
incorporated herein by reference, following the public offering KKR will not own
any shares of the Company's stock. Prior to the public offering KKR beneficially
owned  approximately  25.9% of the Company's  outstanding common stock.  Messrs.
Perry  Golkin  and Simon E.  Brown of KKR sit on the Board of  Directors  of the
Company.

In  connection  with  the  referenced   public   offering,   a  firm  commitment
Underwriting  Agreement  was entered into on October 28, 2004 among the Company,
KKR,  as  selling  stockholders  and  Morgan  Stanley  &  Co.  Incorporated,  as
underwriter.  The  underwriting  agreement  is  subject to a number of terms and
conditions  and provides that the  underwriter  must buy all of the shares if it
buys any of them. The underwriter will sell the shares to the public when and if
the underwriter buys the shares from the selling  stockholders.  The underwriter
will offer the shares to the public subject to a number of conditions, including
the receipt  and  acceptance  of the common  stock by the  underwriter,  and the
underwriter's right to reject orders in whole or in part.

Pursuant to the terms of the Underwriting Agreement, the Company has agreed that
subject to certain exceptions, the Company may not directly or indirectly offer,
sell, contract to sell, pledge or otherwise dispose of or hedge any common stock
or securities  convertible  into or exchangeable  for shares of common stock, or
publicly  announce the intention to do any of the  foregoing,  without the prior
written consent of the underwriter for a period of 90 days commencing on October
28, 2004. In addition,  during this same 90-day  period,  the Company has agreed
not to file  any  registration  statement  for any  shares  of  common  stock or
securities  convertible  into or  exercisable or  exchangeable  for common stock
without the prior written consent of the underwriter.




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:  October 29, 2004




Exhibit Index

(99) Press released dated: October 29, 2004, issued by Walter Industries, Inc.

EX-99

                                                                      Exhibit 99

         Walter Industries Announces Secondary Offering of Common Stock

 Company Agrees to Purchase Approximately 2 Million Shares Directly from KKR

    TAMPA, Fla., Oct. 29 /PRNewswire-FirstCall/ -- Walter Industries, Inc.
(NYSE: WLT) announced today that certain affiliates of Kohlberg Kravis Roberts
& Co. ("KKR") priced a public offering of 8 million shares of the Company's
common stock. Morgan Stanley is the sole book-running manager for the
offering.
    Walter Industries also announced today that concurrent with the public
offering, the Company has agreed to purchase approximately 2 million shares
directly from KKR in a private transaction for an aggregate purchase price of
approximately $32.3 million.  The Company expects to use cash on hand to fund
the purchase.
    After the transaction, KKR will not own any shares of the Company's
outstanding common stock.
    This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state. The common stock offering may be made only by means of a
prospectus and related prospectus supplement, copies of which may be obtained
by contacting Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New
York 10036, Attention: Prospectus Department.

    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 about Walter
Industries, please call Joe Troy, Senior Vice President-Financial Services at
(813) 871-4404.

    Safe Harbor Statement
    Except for historical information contained herein, the statements in this
release are forward-looking and made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements involve known and unknown risks and uncertainties that may cause
the Company's actual results in future periods to differ materially from
forecasted results. Those risks include, among others, changes in customers'
demand for the Company's products, changes in raw material and equipment costs
and availability, geologic conditions and changes in extraction costs and
pricing in the Company's mining operations, changes in customer orders,
pricing actions by the Company's competitors, the collection of approximately
$16 million of receivables associated with working capital adjustments arising
from the sales of subsidiaries in 2003, potential changes in the mortgage-
backed capital market, and general changes in economic conditions. Risks
associated with forward-looking statements are more fully described in the
Company's filings with the Securities and Exchange Commission. The Company
assumes no duty to update its outlook statements as of any future date.

    (Logo:  http://www.newscom.com/cgi-bin/prnh/20020429/FLM010LOGO-c )

SOURCE  Walter Industries, Inc.
    -0-                             10/29/2004
    /CONTACT:  Joe Troy, Senior Vice President-Financial Services, Walter
Industries, Inc., +1-813-871-4404/
    /Photo:  http://www.newscom.com/cgi-bin/prnh/20020429/FLM010LOGO-c
              AP Archive:  http://photoarchive.ap.org
              PRN Photo Desk, photodesk@prnewswire.com /
    /Web site:  http://www.walterind.com /
    (WLT)

CO:  Walter Industries, Inc.; Kohlberg Kravis Roberts & Co.; Morgan Stanley
ST:  Florida
IN:  CST OIL FIN
SU:  FNC