UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549



                           SCHEDULE 13G

            Under the Securities Exchange Act of 1934

                 (Amendment No.                )*
                                ---------------


                     Walter Industries, Inc.
                     -----------------------
                         (Name of Issuer)


              Common Stock, par value $.01 per share
              --------------------------------------
                  (Title of Class of Securities)



                            93317Q105
                            ---------
                          (CUSIP Number)

Check the following box if a fee is being paid with this
statement /X/. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).



                        Page 1 of 7 pages



                              13G
  CUSIP No. 93317Q105                       Page 2 of 7 Pages
            ---------



 1    NAME OF REPORTING PERSON
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      KKR Associates


 2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a)
                                                         (b)


 3    SEC USE ONLY



 4    CITIZENSHIP OR PLACE OF ORGANIZATION
      New York

   NUMBER OF    5     SOLE VOTING POWER
     SHARES           0
  BENEFICIALLY
 OWNED BY EACH
                6     SHARED VOTING POWER
   REPORTING
                      14,268,589
  PERSON WITH


                7     SOLE DISPOSITIVE POWER
                      0

                8     SHARED DISPOSITIVE POWER
                      10,715,209

 9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
      PERSON
      14,268,589

 10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
      CERTAIN SHARES*

 11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      26.0


 12   TYPE OF REPORTING PERSON*
      PN


              * SEE INSTRUCTION BEFORE FILLING OUT!





                        Page 2 of 7 pages



                           SCHEDULE 13G

Item 1.
(a)  Name of Issuer

               Walter Industries, Inc.

(b)  Address of Issuer's Principal Executive Offices

               1500 North Dale Mabry Highway
               Tampa, FL 33607

Item  2.
(a)  Name of Person Filing

               KKR Associates

(b)  Address of Principal Business Office or, if none, Residence

               c/o Kohlberg Kravis Roberts & Co., L.P.
               9 West 57th Street
               New York, NY 10009

(c)  Citizenship

               New York

(d)  Title of Class of Securities

               Common Stock, par value $.01 per share

(e)  CUSIP Number

               93317Q105

Item 3.   If this statement is filed pursuant to Rule 13d-l(b),
          or 13d-2(b), check whether the person filing is a:
(a)       Broker or Dealer registered under Section 15 of the Act

(b)       Bank as defined in section 3(a)(6) of the Act
(c)       Insurance Company as defined in section 3(a)(19) of the
          act

(d)       Investment Company registered under section 8 of the
          Investment Company Act

(e)       Investment Adviser registered under section 203 of the
          Investment Advisers Act of 1940

(f)       Employee Benefit Plan, Pension Fund which is subject to
          the provisions of the Employee Retirement Income
          Security Act of 1974 or Endowment Fund; see
          Sec.240.13d-1(b)(1)(ii)(F)


                        Page 3 of 7 pages



(g)       Parent Holding Company, in accordance with
          Sec.240.13d-1(b)(ii)(G) (Note: See Item 7)

(h)       Group, in accordance with Sec.240.13d-1(b)(1)(ii)(H)
               Not applicable

Item 4.   Ownership

(a)  Amount Beneficially Owned

               Each of JWC Associates, L.P. ("JWC Associates"),
          JWC Associates II, L.P. ("JWC Associates II"), KKR
          Partners II, L.P. ("KKR Partners II" and, together with
          JWC Associates and JWC Associates II, the "KKR
          Investors") and Channel One Associates, L.P. ("Channel
          One") is a Delaware limited partnership the sole
          general partner of which is KKR Associates, a New York
          limited partnership.

               JWC Associates has sole voting and dispositive
          power with respect to 6,163,165 shares of Common Stock.
          In addition, JWC Associates has the sole power to
          exercise voting rights with respect to 3,446,979 shares
          of Common Stock currently in escrow, as described
          below.

               JWC Associates II has sole voting and dispositive
          power with respect to 40,839 shares of Common Stock.
          In addition, JWC Associates II has the sole power to
          exercise voting rights with respect to 22,841 shares of
          Common Stock currently in escrow, as described below.

               KKR Partners II has sole voting and dispositive
          power with respect to 149,405 shares of Common Stock.
          In addition, KKR Partners II has the sole power to
          exercise voting rights with respect to 83,560 shares of
          Common Stock currently in escrow, as described below.

               Channel One has sole voting and dispositive power
          with respect to 4,361,800 shares of Common Stock.

               As the sole general partner of each of the KKR
          Investors and Channel One, KKR Associates may be deemed
          to be the beneficial owner of the 14,268,589 shares of
          Common Stock beneficially owned by the KKR Investors
          and Channel One.  Messrs. Henry R. Kravis, George R.
          Roberts, Robert I. MacDonnell, Paul E. Raether, Michael
          W. Michelson, Saul A. Fox, James H. Greene, Jr.,
          Michael T. Tokarz, Perry Golkin, Scott M. Stewart,
          Clifton S. Robbins and Edward A. Gilhuly are the
          general partners of KKR Associates and in such capacity
          may be deemed to share beneficial ownership of any
          securities beneficially owned by KKR Associates, but
          they disclaim any such beneficial ownership.


                        Page 4 of 7 pages



               The 3,553,380 shares of Common Stock currently in
          escrow were issued to an escrow account for the benefit
          of the KKR Investors on September 13, 1995 pursuant to
          the Issuer's Amended Joint Plan of Reorganization dated
          as of December 9, 1994, as modified on March 1, 1995
          (as so modified, the "Plan of Reorganization"), under
          Section 1123(a) of the United States Bankruptcy Code.
          The resolution of certain contingencies regarding
          federal income tax claims will determine whether and to
          what extent the shares of Common Stock in escrow will
          be distributed to the KKR Investors or returned to the
          Issuer and cancelled.  Until such matters are resolved,
          the KKR Investors will have the sole power to exercise
          voting rights with respect to such shares of Common
          Stock.

(b)  Percent of Class

               See Item 11 of the cover page, which is based on
               Item 6 of the cover page.  See Item 4(a).

(c)  Number of shares as to which such person has:

       (i)     sole power to vote or to direct the vote

               See Item 5 of the cover page

      (ii)     shared power to vote or to direct the vote

               See Item 6 of the cover page

     (iii)     sole power to dispose or to direct the disposition
               of

               See Item 7 of the cover page

      (iv)     shared power to dispose or to direct the
               disposition of

               See Item 8 of the cover page

Item 5.   Ownership of Five Percent or Less of a Class

               Not applicable

Item 6.   Ownership of More than Five Percent on Behalf of
          Another Person.

               Not applicable

Item 7.   Identification and Classification of the Subsidiary
          which Acquired the Security Being Reported on By the
          Pare Holding Company.

               Not applicable

                        Page 5 of 7 pages



Item 8.   Identification and Classification of Members of the
          Group

               Not applicable

Item 9.   Notice of Dissolution of Group

               Not applicable

Item 10.  Certification

               Not applicable












































                        Page 6 of 7 pages



                            SIGNATURE

     After reasonable inquiry and to the best of my knowledge and
belief I certify that the information set forth in this statement
is true, complete and correct.

                                   KKR ASSOCIATES

                                   By: /s/ Michael T. Tokarz
                                       ---------------------
                                    Name: Michael T. Tokarz
                                          a General Partner

Dated: February 6, 1996










































                        Page 7 of 7 pages