8-K

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                                  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) January 3, 2005

                             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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13-4(c))

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ITEM 8.01    OTHER EVENTS

On January 3, 2005, Walter Industries, Inc. (the "Company") issued a press
release announcing the commencement of a conversion period for its holders of
its 3.75% Convertible Senior Subordinated Notes due 2024. A copy of the
Company's press release is filed herewith as Exhibit 99.1 and hereby
incorporated by reference.



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:  January 3, 2005



EXHIBIT INDEX

(99.1) Press release dated: January 3, 2005, issued by Walter Industries, Inc.

EX-99.1

                                                                    Exhibit 99.1

    WALTER INDUSTRIES INC. ANNOUNCES COMMENCEMENT OF A CONVERSION PERIOD FOR
            ITS 3.75% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2024

PR Newswire -- January 3, 2005

TAMPA, Fla., Jan. 3 /PRNewswire-FirstCall/ -- Walter Industries, Inc.
(NYSE: WLT) announced today that the Company's 3.75% Convertible Senior
Subordinated Notes due 2024 (the "Convertible Notes") are convertible,
having satisfied, as of December 31, 2004, the common stock sale price
condition. As a result of the satisfaction of this condition, holders
may convert their Convertible Notes into shares of the Company's common
stock at any time on or prior to 5:00 p.m., New York City time, on March
31, 2005. The Convertible Notes may be convertible during future periods
if this or other conditions to conversion are satisfied. Going forward,
conversion notifications will be disclosed in filings with the
Securities and Exchange Commission on Form 8-K, which will be posted on
the Company's web site.

Pursuant to the terms of the indenture under which Convertible Notes
were issued in April 2004, the Convertible Notes are currently
convertible at a rate of 56.0303 shares of common stock per $1,000
principle amount of Convertible Notes (equivalent to a conversion price
of $17.85 per share). The Company has the option to satisfy all or a
portion of its conversion obligation in cash. Cash will be paid in lieu
of fractional shares. If all outstanding Convertible Notes were
surrendered for conversion and if Walter Industries elected to satisfy
the entire conversion solely with shares, the aggregate number of shares
of common stock issued would total approximately 9.8 million.

Walter Industries, Inc. is a diversified company with annual revenues of
$1.4 billion. The Company is a leader in affordable homebuilding,
related financing, and water transmission products, and is a significant
producer of high-quality coal for worldwide markets. Based in Tampa,
Florida, the Company employs approximately 5,000 people. For more
information, please call Joe Troy, Senior Vice President-Financial
Services at (813) 871-4404.

Safe Harbor Statement

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 approximately $16
million of receivables associated with a working capital adjustment
arising from the sale of a subsidiary 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.

SOURCE  Walter Industries, Inc.
    -0-                             01/03/2005
    /CONTACT:  Joe Troy, Senior Vice President-Financial Services of Walter
Industries, Inc., +1-813-871-4404/
    /Photo:  http://www.newscom.com/cgi-bin/prnh/20020429/FLM010LOGO-c

              AP Archive:  http://photoarchive.ap.org
              PRN Photo Desk, photodesk@prnewswire.com /
    /Web site:  http://www.walterind.com