POWER OF ATTORNEY


	Know all men by these presents that the undersigned hereby
constitutes and appoints William F. Ohrt, Victor P. Patrick and
Catherine C. Bona, or either of them, his true and lawful
attorney-in-fact with full powers of substitution and revocation,
for and in his name to do the following in respect of Walter
Industries, Inc.:

	(1) execute and deliver Forms 3, 4 and 5 (and
	amendments thereto) in accordance with Section
	16(a) of the Securities Exchange Act of 1934 and
	the rules thereunder;

	(2) do and perform any and all acts for and on behalf
	of the undersigned which may be necessary or
	desirable to complete execution of any such Form
	3, 4 or 5 (and amendments thereto) and the timely
	filing of any such form with the United States
	Securities and Exchange Commission, the national
	securities exchanges, and any other authority; and

	(3) take any other action of any type whatsoever in
	connection with the foregoing which, in the
	opinion of such attorney-in-fact, may be of
	benefit to, in the best interest of, or legally
	required by the undersigned, it being understood
	that the documents executed by such attorney-in-
	fact on behalf of the undersigned pursuant to this
	Power of Attorney shall be in such form as such
	attorney-in-fact may approve in his discretion.

	The undersigned hereby grants to each attorney-in-fact full
power and authority to do and perform each and every act and
thing whatsoever requisite, necessary and proper to be done in
the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as such attorney-in-fact might
or could do if personally present, hereby ratifying and
confirming all that such attorney-in-fact, or his substitute or
substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted.
Except for the matters set forth above, the undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request of the undersigned, are not assuming
any of the undersigned's responsibilities to comply with Section
16 of the Securities Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 4 or 5
with respect to Walter Industries, Inc. unless earlier revoked by
the undersigned in a signed writing delivered to any of the
foregoing attorneys-in-fact.


			/s/ H. L. Clark
			Signature

			H. L. Clark
			Print Name

			12-16-05
			Date