SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GOLKIN PERRY (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol WALTER INDUSTRIES INC /NEW/ [ WLT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/20/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01 per share	04/20/2004		J(1)		1,902,071	D	$12.75	7,407,356	I	See Notes(2)(6)
Common Stock, par value $.01 per share	04/20/2004		J(1)		12,604	D	$12.75	49,083	I	See Notes(3)(6)
Common Stock, par value $.01 per share	04/20/2004		J(1)		46,109	D	$12.75	179,566	I	See Notes(4)(6)
Common Stock, par value $.01 per share								4,361,800	I	See Notes(5)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* GOLKIN PERRY (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ROBERTS GEORGE R (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RAETHER PAUL E (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* MICHELSON MICHAEL W (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GILHULY EDWARD A (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GREENE JAMES H JR (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KRAVIS HENRY R (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KKR ASSOCIATES (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STUART SCOTT M (Last) (First) (Middle) C/O KOHLBERG KRAVIS ROBERTS & CO. 9 WEST 57TH STREET, SUITE 4200 (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Sale to the Issuer pursuant to the Stock Repurchase Agreement, dated April 13, 2004.

2. These shares are directly owned by JWC Associates, L.P. ("JWC"). KKR Associates, L.P. ("KKR Associates") is the sole general partner of JWC. Henry R. Kravis, George R. Roberts, Michael W. Michelson, Paul E. Raether, James H. Greene, Jr., Perry Golkin, Scott M. Stewart and Edward A. Gilhuly are the general partners of KKR Associates. Therefore, each of KKR Associates, Henry R. Kravis, George R. Roberts, Michael W. Michelson, Paul E. Raether, James H. Greene, Jr., Perry Golkin, Scott M. Stewart and Edward A. Gilhuly may be deemed to beneficially own the Common Stock owned by JWC.

3. These shares are directly owned by JWC Associates II, L.P. ("JWC II"). KKR Associates is the sole general partner of JWC II. Henry R. Kravis, George R. Roberts, Michael W. Michelson, Paul E. Raether, James H. Greene, Jr., Perry Golkin, Scott M. Stewart and Edward A. Gilhuly are the general partners of KKR Associates. Therefore, each of KKR Associates, Henry R. Kravis, George R. Roberts, Michael W. Michelson, Paul E. Raether, James H. Greene, Jr., Perry Golkin, Scott M. Stewart and Edward A. Gilhuly may be deemed to beneficially own the Common Stock owned by JWC II.

4. These shares are directly owned by KKR Partners II, L.P. ("KKR Partners"). KKR Associates is the sole general partner of KKR Partners. Henry R. Kravis, George R. Roberts, Michael W. Michelson, Paul E. Raether, James H. Greene, Jr., Perry Golkin, Scott M. Stewart and Edward A. Gilhuly are the general partners of KKR Associates. Therefore, each of KKR Associates, Henry R. Kravis, George R. Roberts, Michael W. Michelson, Paul E. Raether, James H. Greene, Jr., Perry Golkin, Scott M. Stewart and Edward A. Gilhuly may be deemed to beneficially own the Common Stock owned by KKR Partners.

5. These shares are directly owned by Channel One Associates, L.P. ("Channel One"). KKR Associates is the sole general partner of Channel One. Henry R. Kravis, George R. Roberts, Michael W. Michelson, Paul E. Raether, James H. Greene, Jr., Perry Golkin, Scott M. Stewart and Edward A. Gilhuly are the general partners of KKR Associates. Therefore, each of KKR Associates, Henry R. Kravis, George R. Roberts, Michael W. Michelson, Paul E. Raether, James H. Greene, Jr., Perry Golkin, Scott M. Stewart and Edward A. Gilhuly may be deemed to beneficially own the Common Stock owned by Channel One.

6. Pursuant to Rule 16a-1(4) promulgated under the Securities Exchange Act of 1934, as amended, each of the Reporting Persons states that the reporting of beneficial ownership herein shall not be deemed an admission that he or it is the beneficial owner of any of the securities covered by this Statement. Each of KKR Associates, Henry R. Kravis, George R. Roberts, Michael W. Michelson, Paul E. Raether, James H. Greene, Jr., Perry Golkin, Scott M. Stewart and Edward A. Gilhuly disclaims beneficial ownership of the Common Stock directly owned by JWC, JWC II, KKR Partners and Channel One, except to the extent of his or its pecuniary interest.

Remarks:

One of the Reporting Persons, Perry Golkin, is also a director of the Issuer. Exhibits 24.1-24.9 Powers of Attorney

	/s/ Richard J. Kreider, Attorney-in-Fact for KKR Associates, L.P.	04/22/2004
	/s/ Richard J. Kreider, Attorney-in-Fact for Henry R. Kravis	04/22/2004
	/s/ Richard J. Kreider, Attorney-in-Fact for George R. Roberts	04/22/2004
	/s/ Richard J. Kreider, Attorney-in-Fact for Paul E. Raether	04/22/2004
	/s/ Richard J. Kreider, Attorney-in-Fact for Michael W. Michelson	04/22/2004
	/s/ Richard J. Kreider, Attorney-in-Fact for Edward A. Gilhuly	04/22/2004
	/s/ Richard J. Kreider, Attorney-in-Fact for Perry Golkin	04/22/2004
	/s/ Richard J. Kreider, Attorney-in-Fact for Scott M. Stuart	04/22/2004
	/s/ Richard J. Kreider, Attorney-in-Factfor James H. Greene, Jr.	04/22/2004
	** Signature of Reporting Person	Date
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