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) APRIL 25, 2000

                             WALTER INDUSTRIES, INC.

             (Exact name of registrant as specified in its charter)

           DELAWARE                  000-20537                  13-3429953
(State or other jurisdiction of     (Commission                (IRS Employer
incorporation or organization)      File Number)             Identification No.)

1500 NORTH DALE MABRY HIGHWAY, 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 5. OTHER EVENTS

On April 25, 2000, the Board of Directors of Walter Industries, Inc. announced
that they had hired Robert G. Burton as Chairman, President and Chief Executive
Officer of the Company. See press release dated April 25, 2000, which is filed
as an exhibit to this form.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)      EXHIBITS

        Exhibit Number     Description
        --------------     -----------

              99           Press release dated April 25, 2000


                                   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.

                                     Date:     MAY 9, 2000

                                     WALTER INDUSTRIES, INC.

                                     By: /s/ KIMBERLY A.  PEREZ
                                         ------------------------------------
                                   Title: Kimberly A.  Perez
                                          Assistant Controller - Director
                                          of Accounting and Strategic Planning

EX-99

                                                                      Exhibit 99

NEWS                                                     WALTER INDUSTRIES, INC.
- --------------------------------------------------------------------------------

                                              FOR FURTHER INFORMATION CONTACT:

CONTACT: David L. Townsend                    Public Relations Department
         Vice President - Administration      Walter Industries, Inc.
         Walter Industries, Inc.              P. O. Box 31601
         (813) 871-4448                       Tampa, FL  33631-3601
                                              Telephone: (813) 871-4448/871-4439
                                              Or visit the Walter Industries
                                              Web site at WWW.WALTERIND.COM

                                                           FOR IMMEDIATE RELEASE

                    WALTER INDUSTRIES NAMES ROBERT G. BURTON
                 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

         Tampa, FL, April 25, 2000--The Board of Directors of Walter Industries,
Inc. (NYSE: WLT) announced today that they have hired Robert G. Burton as their
Chairman, President and Chief Executive Officer.

         The election of Burton to the senior management position is effective
immediately. Burton replaces G. Robert "Bull" Durham who has been acting as
interim Chairman since Kenneth E. Hyatt resigned from the Company on March 27,
2000.

         Burton, who is known for his intense focus on increasing shareholder
value, most recently was Chairman, President and Chief Executive Officer of
World Color, a NYSE-listed company (WRC). During his nine-year tenure at World
Color, Burton led the dramatic turnaround of the company culminating in its
November 1999 merger with Quebecor Printing (NYSE: PRW). That merger resulted in
the formation of the world's largest and most profitable printing company. Prior
to leading World Color, Burton held a series of senior executive positions at
Capital Cities-ABC, including President of ABC Publishing, as well as senior
executive positions at CBS and IBM.

         With his commitment to and experience at increasing shareholder value,
delivering EPS growth, improving margins and creating operational synergies,
Burton is expected to immediately set new performance standards at Walter
Industries.

                                    - more -


                                      - 2 -


         MICHAEL T. TOKARZ, WALTER INDUSTRIES BOARD MEMBER AND GENERAL PARTNER
AT KOHLBERG KRAVIS ROBERTS & CO., STATED:

         "We are indeed very fortunate to have an executive like Robert Burton
join Walter Industries. Bob has demonstrated success in every leadership role he
has taken on. He has a talent for building management teams, developing
aggressive goals and then delivering on his commitments. We look forward to the
same type of leadership and performance at Walter Industries."

         MR. BURTON STATED:

         "I am excited to have been presented the opportunity to lead Walter
Industries. After being presented with several opportunities to manage other
companies, I felt that Walter Industries was uniquely positioned to grow and
deliver results. Because of that opportunity as well as my past relationship
with one of their majority shareholders, Kohlberg Kravis Roberts & Co., I feel
very positive about my decision to join the Company.

         BURTON ADDED:

         "As the senior manager of the Company I recognize the importance of
delivering results for shareholders. I also recognize the importance of
employees being shareholders. I am personally making an initial investment of
$2,000,000-plus in the stock and I will continue to make monthly investments
through the Company's stock purchase plan. In addition to my initial investment,
I am immediately establishing stock ownership levels for my management team as
well as all managers to ensure their appropriate stock ownership in the Company.
I am convinced that there is no greater way to align employees with the
interests of investors than for senior management as well as all employees to
also be significant investors.

         There is a lot that needs to be accomplished at Walter and I look
forward to immediately setting a course to grow this company and ensure its
success. In my entire business career I have never missed delivering a quarter
and I do not intend to change that scorecard at Walter Industries. I am
committed to demanding results from management and delivering results to
investors.

                                    - more -


                                      - 3 -


         I plan on initiating meetings and communicating with investors,
analysts, customers and employees to discuss our opportunities and action plans.
Walter Industries has a rich history and I look forward to ensuring that there
is a strong foundation from which to grow as we move through this new
millennium."

                                    # # # # #

NOTE TO EDITOR: Walter Industries, Inc. is a diversified company with four core
operating businesses and revenues approaching $1.9 billion. The Company is a
leader in homebuilding and home financing; water transmission products; energy
services and specialty aluminum products. Based in Tampa, Florida, the Company
employs approximately 7,500 employees.

Except for the 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 which may cause the Company's
actual results in future periods to differ materially from forecasted results.
Those risks include, among others, changes in customer demand for the Company's
products, changes in raw material and equipment costs and availability, changes
in customer orders, pricing actions by the Company's competitors, and general
changes in economic condition. Those and other risks are more fully described in
the Company's filings with the Securities and Exchange Commission.