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) March 1, 1999

                             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 March 1, 1999, Walter Industries, Inc. announced its decision to dispose of
its investment in Jim Walter Resources ("JWR"), its coal mining and methane gas
subsidiary. Accordingly, the operations of JWR will be classified as a
discontinued operation in the consolidated financial statements. The Company
also announced that it ceased production at one of its four mines (Blue Creek
Mine No. 3), effective with its fiscal third quarter ended February 28, 1999
resulting in a restructuring charge of approximately $53 million. The Company
also realized a $25 million pre-tax gain from a reduction in JWR's
postretirement benefit obligation resulting from a recent actuarial study of
medical claims experience, a reduction in the work force and the decision to
close one of its mines.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBITS

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

        99.1            Press Release Dated March 1, 1999



                                   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:  March 16, 1999

                                    WALTER INDUSTRIES, INC.

                                    By:    /s/ Dean M. Fjelstul
                                           ---------------------------
                                    Title: Dean M. Fjelstul
                                           Senior Vice President and
                                           Principal Financial Officer

EX-99.1

                    [LETTERHEAD OF WALTER INDUSTRIES, INC.]


News
- --------------------------------------------------------------------------------

CONTACT:  David L. Townsend
          Vice President - Administration
          Walter Industries, Inc.
          (813) 871-4448

                                                           FOR IMMEDIATE RELEASE

                 WALTER INDUSTRIES RETAINS SALOMON SMITH BARNEY
            TO PURSUE STRATEGIC ALTERNATIVES FOR ITS COAL OPERATIONS

           -- Related Restructuring Actions In Fiscal Third Quarter --

      Tampa, FL, March 1, 1999--Walter Industries, Inc. (NYSE: WLT) announced
today that it has retained the investment banking firm of Salomon Smith Barney
Inc. to pursue strategic alternatives for Jim Walter Resources, its coal mining
and methane gas subsidiary.

      The Company also announced the following related actions, which are
effective with its fiscal third quarter ended February 28, 1999:

      o     Jim Walter Resources will be classified as a discontinued operation
            for financial reporting purposes. Its businesses comprise
            substantially all of the Company's Natural Resources segment, which
            generated revenues of $362.2 million and operating income of $38.4
            million in its last full fiscal year.

      o     Jim Walter Resources will cease production at one of its four
            Alabama-based coal mines, Blue Creek Mine No. 3, as part of a
            strategic reorganization of the mine operations to increase their
            future profitability. The mine shutdown process commences today and
            will result in a pre-tax charge of approximately $53 million against
            third quarter earnings.

      o     The Company will realize a $25 million pre-tax gain from a reduction
            in Jim Walter Resources' postretirement benefit liabilities. This
            positive adjustment is the result of a recent actuarial analysis of
            Jim Walter Resources' medical claims experience, reductions to its
            workforce and the decision to close Mine No. 3.

                                    - more -



                                      - 2 -

      "These actions should significantly enhance the ongoing profitability of
Jim Walter Resources. Nevertheless, we have previously identified the coal
operations as non-strategic to the long-term growth and direction of our
Company, and we are taking definitive steps toward its disposition," said
Kenneth E. Hyatt, Walter Industries' Chairman and Chief Executive Officer.

      "Today's announcement, combined with the recent divestiture of our window
components business and current program to divest our Vestal Manufacturing
subsidiary, underscores our commitment to a more concentrated focus on our four
core businesses - homebuilding and financing, pipe manufacturing, specialty
industrial products and energy services," Hyatt said.

      The Company expects to announce results for its fiscal third quarter and
nine months after the close of market trading on March 22. Preliminary estimates
indicate that operating and net income from the Company's continuing operations,
excluding Jim Walter Resources, will be materially higher than the comparable
prior year periods. However, Jim Walter Resources incurred an operating loss for
the third quarter -- principally due to problems at its No. 3 Mine -- that will
negatively impact the Company's overall earnings comparisons with the prior
year.

                                    # # # # #

Note to Editor: Jim Walter Resources (JWR) operates four deep-shaft coal mines
along Alabama's Blue Creek coal seam with an annual rated capacity of
approximately 10 million tons. JWR also operates a methane gas recovery
operation, with 480 degasification wells in active production. JWR employs
approximately 2,100, including 450 at its No. 3 Mine. Walter Industries, Inc.,
based in Tampa, Florida, is a diversified, multi-subsidiary company with major
interests in homebuilding/financing and industrial operations. Walter Industries
and its subsidiaries employ 8,000 worldwide and generate more than $1.8 billion
in revenues annually.

      The preceding includes forward-looking statements which involve known and
unknown risks and uncertainties which may cause the Company's actual results in
future periods to differ materially from forecasted results. Among those factors
which could cause actual results to differ materially are market demand,
competition, interest rate fluctuations, weather and other risk factors listed
from time to time in the Company's SEC reports.