8-K

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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 30, 2003

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

Delaware (State or other jurisdiction of incorporation or organization)	000-20537 (Commission File Number)	13-3429953 (IRS Employer 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 5. Other Events

        On October 30, 2003, Walter Industries, Inc. (the "Company") issued a press release announcing the Company had entered into a definitive agreement to sell its JW Aluminum Company subsidiary. A copy of the press release is attached hereto as Exhibit (99) and is hereby incorporated by reference.

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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/  CHARLES E. CAUTHEN
Title:	Charles E. Cauthen Sr. Vice President and Controller

Date: October 31, 2003

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Exhibit Index

(99)

Press release dated October 30, 2003 issued by Walter Industries, Inc.

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SIGNATURES
Exhibit Index

EX-99.1

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Exhibit 99.1

News

Investor Relationships Department
P.O. Box 31601
Tampa, Florida 33631-3601
Telephone: (813) 871-4404
www.walterind.com

FOR IMMEDIATE RELEASE

WALTER INDUSTRIES AGREES TO SELL JW ALUMINUM SUBSIDIARY
TO WELLSPRING CAPITAL MANAGEMENT FOR $125 MILLION

        (Tampa, Florida) October 30, 2003—Walter Industries, Inc. (NYSE: WLT) and Wellspring Capital Management LLC entered into a definitive agreement today for Walter Industries to sell its JW Aluminum Company subsidiary to Wellspring Capital for $125 million.

        "We expect JW Aluminum to be an outstanding addition to our portfolio of companies," said William F. Dawson Jr., a Wellspring Capital partner. "JW Aluminum has proven its operational excellence, and its reputation for quality and service is well-known in the industry. We look forward to working with JW Aluminum's management team as we build an even stronger company in the future."

        "While JW Aluminum has been a strong performer for Walter Industries, it does not fit our long-term strategy of reducing the complexity of the corporation," said Don DeFosset, Chairman and Chief Executive Officer of Walter Industries. "This divestiture, along with the pending divestiture of our AIMCOR subsidiary, is a significant step towards focusing the company on our core businesses of Homebuilding, Financing and U.S. Pipe."

        The transaction, anticipated to close in the fourth quarter, is subject to the fulfillment of customary closing conditions, including the receipt of regulatory approvals. Walter Industries was represented by Banc of America Securities LLC in the transaction.

        JW Aluminum, based in Mount Holly, South Carolina, manufactures specialty flat-rolled aluminum products including "fin stock" used by the heating and cooling industry. Wellspring Capital is a New York-based private equity firm that manages more than $1 billion in capital. The firm is focused on acquiring middle-market companies where it can realize value by contributing innovative operating and financing strategies and capital. Among Wellspring's holdings are Vistar Corp., one of the nation's largest foodservice distributors, and Residential Services Group, Inc., one of the nation's largest providers of heating, ventilation, air conditioning and refrigeration (HVAC) and plumbing services to the residential and commercial markets.

        Walter Industries, Inc. is a diversified company with revenues of approximately $1.3 billion, excluding JW Aluminum and AIMCOR. The company is a leader in homebuilding, home financing and water transmission products. Based in Tampa, Florida, the company employs approximately 5,400 people.

        For more information about Walter Industries, please call Joe Troy, Senior Vice President—Financial Services, at (813) 871-4404 or visit its web site at www.walterind.com. For more information about Wellspring Capital, please call Eric Starkman at (212) 252-8545, or visit its web site at www.wellspringcapital.com.

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 actual results for Walter Industries ("the Company") 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 in the Company's mining operations, changes in customer orders, pricing actions by the Company's competitors, the completion of the sales of AIMCOR and JW Aluminum and their timing, 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.

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WALTER INDUSTRIES AGREES TO SELL JW ALUMINUM SUBSIDIARY TO WELLSPRING CAPITAL MANAGEMENT FOR $125 MILLION