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) April 22, 2004

WALTER INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-13711	13-3429953
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	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 and Regulation FD Disclosure

At the Annual Meeting of Stockholders of Walter Industries, Inc. (the “Company”), held on April 22, 2004 the stockholders approved two amendments to the Company’s Amended and Restated Certificate of Incorporation.  The Amended and Restated Certificate of Incorporation, as approved by the stockholders on April 22, 2004 is filed herewith as Exhibit 99.1

On April 23, 2004 the Company issued the press release filed herewith as Exhibit 99.2 announcing the purchase by the Company of 2,000,000 shares of Company stock owned by certain affiliates of Kohlberg Kravis Roberts & Co. for $12.50 per share.

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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/ Victor P. Patrick
	Title:	Victor P. Patrick
		Sr. Vice President, General Counsel
		and Secretary
Date:  April 26, 2004

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Exhibit Index

(99.1) Amended and Restated Certificate of Incorporation of Walter Industries, Inc.

(99.2) Press Release dated April 23, 2004

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EX-99.1

Exhibit 99.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

WALTER INDUSTRIES, INC.

WALTER INDUSTRIES, INC., a Delaware Corporation (the “Corporation”), hereby certifies as follows:

                Pursuant to the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware, the stockholders of the Corporation have duly adopted the following Amended and Restated Certificate of Incorporation.  The Corporation was originally incorporated under the name “Hillsborough Holdings Corporation” and filed its original Certificate of Incorporation with the Secretary of State of Delaware on August 6, 1987.  The Corporation filed a Restated Certificate of Incorporation with the Secretary of State of Delaware on March 16, 1995.

1.             The name of the Corporation is WALTER INDUSTRIES, INC.

2.             The registered office and registered agent of the Corporation is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

3.             The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.             The total number of shares of stock that the Corporation is authorized to issue is Two Hundred Million (200,000,000) shares of Common Stock, par value $.01 each.

5.             The bylaws of the Corporation may be altered, amended or repealed by the Board of Directors of the Corporation acting by the vote of the majority of the whole Board of Directors.

6.             Except as otherwise provided by the Delaware General Corporation Law as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.  Any repeal or modification of this Article 6 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation in respect of any act or omission occurring prior to the time of such repeal or modification.

7.             To the fullest extent permitted by applicable law, the Corporation shall indemnify any current or former director, officer, employee or agent of the Corporation, and such director’s, officer’s, employee’s or agent’s heirs, executors and administrators, against all expenses,

judgments, fines and amounts paid in settlement actually and reasonably incurred by such indemnified party in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation, or otherwise, to which such indemnified party was or is a party or is threatened to be made a party by reason of such indemnified party’s current or former position with the Corporation or by reason of the fact that such indemnified party is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.  The Corporation shall, from time to time, reimburse or advance to any current or former director or officer or other person entitled to indemnification hereunder the funds necessary for payment of defense expenses as incurred.  Any repeal or modification of this Article 7 by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation in respect of any act or omission occurring prior to the time of such repeal or modification.

* * * *

IN WITNESS WHEREOF, WALTER INDUSTRIES, INC. has caused this Amended and Restated Certificate of Incorporation to be signed by Victor P. Patrick, its Senior Vice President, this 22nd day of April, 2004.

WALTER INDUSTRIES, INC.
By:	/s/ Victor P. Patrick
	Victor P. Patrick
	Senior Vice President

EX-99.2

			Exhibit 99.2
News
		Investor Relations Department P.O. Box 31601 Tampa, Florida 33631-3601 Telephone: (813) 871-4404 www.walterind.com

FOR IMMEDIATE RELEASE

WALTER INDUSTRIES, INC. AGREES TO PURCHASE SHARES OF

KOHLBERG KRAVIS ROBERTS & CO. STOCK

TAMPA, FL, April 23, 2004 — Walter Industries, Inc. (NYSE: WLT) announced today that it has agreed to purchase 2,000,000 shares owned by certain affiliates of Kohlberg Kravis Roberts & Co. for $12.50 per share.  After the transaction, KKR affiliates will own approximately 27% of the company’s outstanding common stock.  The transaction is expected to close on or before April 27, 2004.  Proceeds from the company’s recently completed $175 million convertible senior subordinated note transaction, together with funds from the company’s revolving credit agreement, will fund the purchase.

Walter Industries, Inc. is a diversified company with revenues of approximately $1.3 billion. The company is a leader in homebuilding, home financing, water transmission products and natural resources. Based in Tampa, Florida, the company employs approximately 5,300 people. For more information about Walter Industries, please call Joe Troy, Senior Vice President - Financial Services, at (813) 871-4404.

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 the Company’s actual results 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 and pricing in the Company’s mining operations, changes in customer orders, pricing actions by the Company’s competitors, the collection of $16.2 million of receivables associated with working capital adjustments arising from the sales of subsidiaries in 2003, potential changes in the mortgage backed capital market, 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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