================================================================================

                                  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))

================================================================================



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.