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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) February 2, 2006

                             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 7.01    REGULATION FD DISCLOSURE

The following information is furnished pursuant to Item 7.01 "Regulation FD
Disclosure."

On February 2, 2006, Walter Industries, Inc. issued a press release announcing
its fourth quarter and full-year 2005 earnings expectations. A copy of the
Walter Industries, Inc. press release is attached hereto as Exhibit 99.1.

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS

             (d)   Exhibits

                   99.1    Press release dated February 2, 2006, Walter
                           Industries Updates Fourth Quarter and Full-Year
                           2005 Earnings Expectations



                                   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:  February 2, 2006