SEC FORM 4

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

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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^*

DEARDEN MILES C III

(Last)

(First)

(Middle)

4211 W. BOY SCOUT BLVD.

(Street)

TAMPA

33607

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior VP and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/22/2008		M		10,361	A	$23.42	29,132.75⁽²⁾	D
Common Stock	02/22/2008		S		100	D	$50.73	29,032.75⁽²⁾	D
Common Stock	02/22/2008		S		700	D	$50.55	28,332.75⁽²⁾	D
Common Stock	02/22/2008		S		100	D	$50.57	28,232.75⁽²⁾	D
Common Stock	02/22/2008		S		200	D	$50.69	28,032.75⁽²⁾	D
Common Stock	02/22/2008		S		100	D	$50.75	27,932.75⁽²⁾	D
Common Stock	02/22/2008		S		600	D	$50.54	27,332.75⁽²⁾	D
Common Stock	02/22/2008		S		600	D	$50.63	26,732.75⁽²⁾	D
Common Stock	02/22/2008		S		300	D	$51.04	26,432.75⁽²⁾	D
Common Stock	02/22/2008		S		300	D	$51.06	26,132.75⁽²⁾	D
Common Stock	02/22/2008		S		300	D	$51	25,832.75⁽²⁾	D
Common Stock	02/22/2008		S		100	D	$50.99	25,732.75⁽²⁾	D
Common Stock	02/22/2008		S		200	D	$50.94	25,532.75⁽²⁾	D
Common Stock	02/22/2008		S		200	D	$51.07	25,332.75⁽²⁾	D
Common Stock	02/22/2008		S		600	D	$50.95	24,732.75⁽²⁾	D
Common Stock	02/22/2008		S		100	D	$50.92	24,632.75⁽²⁾	D
Common Stock	02/22/2008		S		100	D	$50.45	24,532.75⁽²⁾	D
Common Stock	02/22/2008		S		100	D	$50.44	24,432.75⁽²⁾	D
Common Stock	02/22/2008		S		400	D	$50.39	24,032.75⁽²⁾	D
Common Stock	02/22/2008		S		100	D	$50.33	23,932.75⁽²⁾	D
Common Stock	02/22/2008		S		100	D	$50.42	23,832.75⁽²⁾	D
Common Stock	02/22/2008		S		100	D	$50.32	23,732.75⁽²⁾	D
Common Stock	02/22/2008		S		100	D	$50.48	23,632.75⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified stock option	$23.42	02/22/2008		M⁽¹⁾			10,361	⁽³⁾	10/24/2016	Common Stock	10,361	$0.00	20,721	D

Explanation of Responses:

1. In connection with the spin-off of Mueller Water Products, Inc. on December 14, 2006 and under the anti-dilution provisions of the Company's 2002 Long-Term Incentive Award Plan, these options were modified on December 15, 2006 to preserve the intrinsic value of the awards. The number of shares of the modified awards was determined by multiplying the number of outstanding shares underlying the equity awards by 1.9426 and by dividing the stock option exercise price by the same adjustment ratio. This adjustment ratio was obtained by dividing the closing price of the Company's Common Stock in the "regular way" market on December 14, 2006 ($49.05) by the "ex-dividend" opening price of the Company's Common Stock on the New York Stock Exchange on December 15, 2006 ($25.25).

2. Includes shares held by Reporting Person under Employee Stock Purchase Plan.

3. Options vest in 3 equal annual installments beginning 10/24/2007.

Remarks:

EDGAR limits the number of rows in Table I so the transactions for this reporting person are being filed in two Form 4s. This Form 4 is (1) of (2).

	Catherine C. Bona, by power of attorney	02/26/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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