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*
TROY JOSEPH J
(Last) (First) (Middle)
4211 W. BOY SCOUT BLVD.
(Street)
TAMPA FL 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)
EVP,JWH Holding Company LLC
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2008
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)
Code V Amount (A) or (D) Price
Common Stock 02/26/2008 M 12,821 A $19.93 95,236.3(1) D
Common Stock 02/26/2008 M 5,092 A $34.29 100,328.3(1) D
Common Stock 02/27/2008 M 25,902 A $25.27 126,230.3(1) D
Common Stock 02/27/2008 M 4,902 A $28.12 131,132.3(1) D
Common Stock 02/26/2008 S 400 D $53.56 130,732.3(1) D
Common Stock 02/26/2008 S 9,400 D $53.5 121,332.3(1) D
Common Stock 02/26/2008 S 2,100 D $53.51 119,232.3(1) D
Common Stock 02/26/2008 S 800 D $53.52 118,432.3(1) D
Common Stock 02/26/2008 S 100 D $53.54 118,332.3(1) D
Common Stock 02/26/2008 S 100 D $53.53 118,232.3(1) D
Common Stock 02/26/2008 S 400 D $53.52 117,832.3(1) D
Common Stock 02/27/2008 S 100 D $53.68 117,732.3(1) D
Common Stock 02/27/2008 S 100 D $53.51 117,632.3(1) D
Common Stock 02/27/2008 S 600 D $53.58 117,032.3(1) D
Common Stock 02/27/2008 S 1,500 D $53.62 115,532.3(1) D
Common Stock 02/27/2008 S 700 D $53.58 114,832.3(1) D
Common Stock 02/27/2008 S 200 D $53.74 114,632.3(1) D
Common Stock 02/27/2008 S 700 D $53.79 113,932.3(1) D
Common Stock 02/27/2008 S 900 D $53.73 113,032.3(1) D
Common Stock 02/27/2008 S 500 D $53.72 112,532.3(1) D
Common Stock 02/27/2008 S 1,040 D $53.71 111,492.3(1) D
Common Stock 02/27/2008 S 2,060 D $53.7 109,432.3(1) D
Common Stock 02/27/2008 S 1,600 D $53.6 107,832.3(1) D
Common Stock 02/27/2008 S 400 D $53.52 107,432.3(1) D
Common Stock 02/27/2008 S 100 D $53.66 107,332.3(1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified stock option $19.93 02/26/2008 M(2) 12,821 (3) 02/25/2015 Common Stock 12,821 $0.00 0.00 D
Non-qualified stock option $34.29 02/26/2008 M(2) 5,092 (4) 02/22/2016 Common Stock 5,092 $0.00 2,546 D
Non-qualified stock option $25.27 02/27/2008 M(2) 25,902 (5) 08/04/2016 Common Stock 25,902 $000 51,802 D
Non-qualified stock option $28.12 02/27/2008 M 4,902 (6) 01/31/2017 Common Stock 4,902 $0.00 9,804 D
Explanation of Responses:
1. Includes shares held by Reporting Person under Employee Stock Purchase Plan.
2. 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).
3. Options vest in 3 equal annual installments beginning 02/25/2006.
4. Options vest in 3 equal annual installments beginning 02/22/2007.
5. Options vest in 3 equal annual installments beginning 08/04/2007.
6. Options vest in 3 equal annual installments beginning 01/31/2008.
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 02/28/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.