December 8, 2004


Victor P. Patrick, Esq., Senior Vice President
   General Counsel and Secretary
Walter Industries, Inc.
4211 W.  Boy Scout Boulevard
Tampa, Florida   33607-5724

Re	:	Walter Industries, Inc.
		Post-effective Amendment No. 1 to Registration Statement
		   on Form S-3 filed on December 2, 2004
		File No.:  333-117391

Dear Mr. Patrick:

	This is to advise you that the review of the above-captioned
registration statement has been limited to monitoring the
discussions
under "Selling Securityholders" and "Plan of Distribution" and we
have the following comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we  will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Selling Securityholders, page 69
1. Identify any selling shareholders who are broker/dealers or
state
that none are.  Identify the selling shareholders who are
affiliates
of broker/dealers, as you refer to in footnote (3) to the table.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an  informed decision.  Since the company and its management are
in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us a letter, acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Dorine H. Miller, Financial Analyst at (202)
942-1949 or Pamela A. Long, Assistant Director at (202) 942-1950
if
you have questions regarding the above comments.

Sincerely,



Pamela A. Long
Assistant Director
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Mr. Victor P. Patrick, Esq.
Walter Industries, Inc.
December 8, 2004
Page  2



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE