UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934

The Walter Industries, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

014055525
(CUSIP Number)

Thomas R. Hudson Jr.
Pirate Capital LLC 200 Connecticut Avenue, 4th Floor
Norwalk, CT 06854
(203) 854-1100
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

October 10, 2005
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the object of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box  [ ]

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page. The information
required on the remainder of this cover page shall not be deemed to be
"filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).



CUSIP: 014055525
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Pirate Capital LLC


2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X


3 SEC USE ONLY


4 SOURCE OF FUNDS
Not Applicable (See Item 3)


5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]


6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
				7 	SOLE VOTING POWER
					701,000 (See Item 5)

				8 	SHARED VOTING POWER
					0

				9 	SOLE DISPOSITIVE POWER
					3,058,655 (See Item 5)

				10	SHARED DISPOSITIVE POWER
					0


				11 	AGGREGATE AMOUNT BENEFICIALLY OWNED
					BY EACH REPORTING PERSON
					3,058,655 (See Item 5)


				12	CHECK BOX IF THE AGGREGATE AMOUNT IN
					ROW (11) EXCLUDES CERTAIN SHARES*


				13	PERCENT OF CLASS REPRESENTED BY
					AMOUNT IN ROW (11)
					7.9% (See Item 4)


				14	TYPE OF REPORTING PERSON*
					00 (See Item 2)





CUSIP: 014055525


1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas R. Hudson Jr.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X


3 SEC USE ONLY


4 SOURCE OF FUNDS
Not Applicable (See Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]

6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH

				7	SOLE VOTING POWER
					2,357,655 (See Item 5)


				8 	SHARED VOTING POWER
					701,000 (See Item 5)


				9 	SOLE DISPOSITIVE POWER
					0


				10	SHARED DISPOSITIVE POWER
					3,058,655 (See Item 5)

				11	AGGREGATE AMOUNT BENEFICIALLY OWNED
					BY EACH REPORTING PERSON
					3,058,655 (See Item 5)

				12	CHECK BOX IF THE AGGREGATE AMOUNT IN
					ROW (11) EXCLUDES CERTAIN SHARES*


				13 	7.9% (See Item 4)


				14	TYPE OF REPORTING PERSON*
					IN




Item 2. Identity and Background

(a), (b), (c) and (f) This is the second amandment to the Schedule 13D filed
by Pirate Capital LLC and Thomas R. Hudson Jr on May 25, 2005.
Pirate Capital LLC is a limited liability company, organized under the
laws of Delaware, whose principal executive office is 200 Connecticut Avenue,
4th Floor, Norwalk, Connecticut 06854.  The principal business of Pirate
Capital LLC is providing investment management services to investment
partnerships and other entities.  Thomas R. Hudson Jr. is the sole owner
and Managing Member of Pirate Capital LLC and a citizen of the United States.
Each of the aforesaid reporting persons ("Reporting Persons") is deemed to be
the beneficial owner of an aggregate of 3,058,655 shares of the Common Stock
of the Issuer (the Shares), which Shares are owned of record, in part,
by each of Jolly Roger Fund LP, Jolly Roger Offshore Fund LTD and
Mint Master Fund Ltd (the "Holders"). The persons filing this report
disclaim that they and/or the Holders are members of a group as defined
in Regulation 13D-G.

(d) and (e) Within the last five years, neither Pirate Capital LLC nor
Thomas R. Hudson Jr. has been i) convicted in a criminal proceeding, or
ii) a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.



Item 3. Source and Amount of Funds or Other Consideration

Funds for the purchase of the Shares were derived from available capital
of the Holders.  A total of $117,088,587 was paid to acquire the Shares and
$385,443 was paid to acquire the options as detailed in Item 5.



Item 5. Interest in Securities of the Issuer

(a) and (b) By virtue of its position as general partner of Jolly Roger
Fund LP and an agreement between it and the sole owner of Mint Master
Fund, Ltd., Pirate Capital LLC has sole power to vote or direct the
voting, and to dispose or direct the disposition of, all of the Shares
owned by Jolly Roger Fund LP and Mint Master Fund Ltd. By virtue of an
agreement between it and Jolly Roger Offshore Fund, LTD. Pirate Capital
LLC has sole disposition power with respect to all of the Shares owned
by Jolly Roger Offshore Fund LTD. By virtue of his position as sole
Managing Member of Jolly Roger Offshore Fund LTD, Thomas R. Hudson Jr.
has sole voting power with respect to the Shares owned by Jolly Roger
Offshore Fund Ltd.  By virtue of his position as sole Managing Member of
Pirate Capital LLC, Thomas R. Hudson Jr. is deemed to have shared voting
power and shared disposition power with respect to all Shares as
to which Pirate Capital, LLC has voting power or disposition power.

Based on the foregoing, Pirate Capital LLC has sole voting power with respect
to 701,000 of the Shares and sole disposition power with respect to 3,058,655 of
the Shares; Thomas R. Hudson Jr. has sole voting power with respect to
2,357,655 of the Shares and shared voting power with respect to 701,000 of the
Shares and shared disposition power with respect to 3,058,655 of the Shares;

(b) All of the Shares were purchased by the Holders in open market transactions.
The following purchases and sales were made by each of the Holders in the last
sixty days.

Jolly Roger Offshore Ltd.

Date		Security				Unit
Trade Date				 Quantity	Price
2005-08-16	Common Stock		10,000.00 	41.27
2005-08-19	Common Stock		100,000.00 	41.43
2005-09-16	Common Stock		1,300.00 	45.99
2005-09-22	Common Stock		20,000.00 	45.86
2005-09-22 	Call Option	 	9,000.00	40.00 (Strike Price)
2005-09-22 	Call Option	 	10,000.00	40.00 (Strike Price)
2005-09-22 	Call Option	 	10,000.00	40.00 (Strike Price)
2005-09-22 	Call Option	 	5,000.00	40.00 (Strike Price)
2005-10-03	Common Stock		10,000.00 	48.84
2005-10-04	Common Stock		10,000.00 	47.88
2005-10-05	Common Stock		32,000.00 	46.06
2005-10-06	Common Stock		80,000.00 	42.87
2005-10-07	Common Stock		5,000.00 	43.10
2005-10-07	Common Stock		5,000.00 	43.00
2005-10-10	Common Stock		25,000.00 	42.50
2005-10-10	Common Stock		5,000.00 	42.50
2005-10-12	Common Stock		60,000.00 	41.26



Jolly Roger Fund LP

Date		Security				Unit
Trade Date				 Quantity	Price
2005-08-25	Common Stock		6,900.00 	40.52
2005-08-29	Common Stock		  400.00 	40.31
2005-08-31	Call Option	 	6,900.00	40.00 (Strike Price)
2005-09-22	Common Stock		5,000.00 	45.86
2005-09-27	Call Option	 	18,500.00	40.00 (Strike Price)
2005-10-03	Common Stock		40,000.00 	48.84
2005-10-04	Common Stock		40,000.00 	47.88
2005-10-05	Common Stock		8,000.00 	46.06
2005-10-06	Common Stock		20,000.00 	42.87
2005-10-07	Common Stock		5,000.00 	43.00
2005-10-10	Common Stock		5,000.00 	42.40
2005-10-10	Common Stock		  300.00 	42.30
2005-10-10	Common Stock		5,000.00 	42.30







Signature

After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement
is true, complete and correct.

Dated: Ocotber 12, 2005

			Pirate Capital LLC



		   By: 	Thomas R. Hudson Jr.
			Portfolio Manager