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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 21, 2004

WALTER INDUSTRIES, INC.
(Exact name of Registrant as specified in Charter)

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

4211 W. Boy Scout Boulevard
Tampa, Florida 33607
(Address of principal executive offices)

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 and Regulation FD Disclosure

        On April 21, 2004, Walter Industries, Inc. (the "Company") issued the press release filed herewith as Exhibit 99.1 announcing its completion of the private placement of $175 million aggregate principal amount of convertible senior subordinated notes, including $25 million principal amount issued following the exercise of the initial purchasers' option to purchase additional securities.

Item 7. Financial Statements and Exhibits.

(c)

Exhibits



99.1

Press Release dated April 21, 2004.

1

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 Name: Victor P. Patrick Title: Senior Vice President, General Counsel and Secretary

Dated: April 21, 2004

2

EXHIBIT INDEX

Exhibit Number	Title
99.1	Press Release dated April 21, 2004.

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SIGNATURES
EXHIBIT INDEX