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
X	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* 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)	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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/28/2004
	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	10/28/2004		S(1)		4,374,755	D	$16.35	1,092,488	I	See Notes(2)(3)
Common Stock	10/28/2004		J(4)		1,092,488	D	$16.1575	0	I	See Notes(2)(3)
Common Stock	10/28/2004		S(1)		28,988	D	$16.35	7,239	I	See Notes(3)(5)
Common Stock	10/28/2004		J(4)		7,239	D	$16.1575	0	I	See Notes(3)(5)
Common Stock	10/28/2004		S(1)		106,051	D	$16.35	26,484	I	See Notes(3)(6)
Common Stock	10/28/2004		J(4)		26,484	D	$16.1575	0	I	See Notes(3)(6)
Common Stock	10/28/2004		S(1)		3,490,206	D	$16.35	871,594	I	See Notes(3)(7)
Common Stock	10/28/2004		J(4)		871,594	D	$16.1575	0	I	See Notes(3)(7)

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* 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* 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* 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* 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* 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* 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)

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* 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)

Explanation of Responses:

1. Shares sold pursuant to a registered offering.

2. These shares are directly owned by JWC Associates, L.P. ("JWC"). KKR Associates, L.P. ("KKR Associates") is the general partner of JWC and in such capacity may be deemed to have beneficial ownership of the shares of common stock owned by JWC, but disclaims such beneficial ownership, except to the extent of its economic interest.

3. Messrs. Henry R. Kravis, George R. Roberts, Michael W. Michelson, Paul E. Raether, James H. Greene, Jr., Perry Golkin, Scott M. Stuart and Edward A. Gilhuly are the general partners of KKR Associates, and in such capacity, may be deemed to have beneficial ownership of the shares of common stock that are owned or may be deemed to be owned by KKR Associates; however, each disclaims such beneficial ownership, except to the extent of his economic interest.

4. Shares sold to the Issuer pursuant to a Stock Repurchase Agreement dated October 28, 2004.

5. These shares are directly owned by JWC Associates II, L.P. ("JWC II"). KKR Associates is the general partner of JWC II and in such capacity may be deemed to have beneficial ownership of the shares of common stock owned by JWC II, but disclaims such beneficial ownership, except to the extent of its economic interest.

6. These shares are directly owned by KKR Partners II, L.P. ("KKR Partners"). KKR Associates is the general partner of KKR Partners and in such capacity may be deemed to have beneficial ownership of the shares of common stock owned by KKR Partners, but disclaims such beneficial ownership, except to the extent of its economic interest.

7. These shares are directly owned by Channel One Associates, L.P. ("Channel One"). KKR Associates is the general partner of Channel One and in such capacity may be deemed to have beneficial ownership of the shares of common stock owned by Channel One, but disclaims such beneficial ownership, except to the extent of its economic interest.

Remarks:

One of the Reporting Persons, Perry Golkin, is also a director of the Issuer.

	Richard J. Kreider, Attorney-in-Fact for all reporting persons.	11/01/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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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