Registration No. 333-
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933

                         WALTER INDUSTRIES, INC.
          (Exact name of Registrant as specified in its charter)

      Delaware                                        13-3429953
(State or other jurisdiction of        (I.R.S. Employer Identification Number)
incorporation or organization)


                         Walter Industries, Inc.
                      1500 North Dale Mabry Highway
                          Tampa, Florida  33607
(Address, including zip code, of Registrant's principal executive office)

           Walter Industries, Inc. Employee Stock Purchase Plan
                         (Full title of the Plan)
                             Robert B. Lewis
         Executive Vice President and Principal Financial Officer
                         Walter Industries, Inc.
                      1500 North Dale Mabry Highway
                          Tampa, Florida  33607
                              (813) 871-4523
 (Name, address, including zip code, and telephone number, including area
                 code, of Registrant's agent for service)

                                Copies to:
                          Peter J. Gordon, Esq.
                        Simpson Thacher & Bartlett
                           425 Lexington Avenue
                      New York, New York 10017-3954
                              (212) 455-2000

                     CALCULATION OF REGISTRATION FEE



Title of Securities to be   Amount of   Proposed      Proposed       Amount of
         Registered        Registered    Maximum       Maximum     Registration
                                       Offering Price  Aggregate       Fee
                                        Per Share    Offering Price

Common Stock, $0.01 par
value per share           1,000,000     $7.46875      $7,468,750     $1,971.75

<PAGE>

(a)  Pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of
1933, the proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of registration fee have been
computed on the basis of the price of the Common Stock as reported on the
New York Stock Exchange Composite Tape on October 31, 2000.


                                 PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by Walter Industries, Inc. (the
"Company" or the "Registrant") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by
reference in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
          ended May 31, 2000.

     (b)  The Company's Quarterly Report for the fiscal quarter ending
          August 31, 2000.

     (c)  Current Report on Form 8-K filed on August 18, 2000.

     (d)  The description of the Company's Common Stock contained in the
          Prospectus as part of Post-Effective Amendment No. 8 on Form
          S-3 (File No. 33-59013), filed on January 29, 1998.

     All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

                                              Not required.

Item 5. Interests of Named Experts and Counsel


                                   -2-

<PAGE>

                                              Not applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person is
or was an officer, director, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, provided that such officer, director,
employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests,
and, for criminal proceedings, had no reasonable cause to believe his
conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to
the corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

     The Company's Certificate of Incorporation provides that the
Company shall indemnify directors and officers made party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, including appeals, to
the fullest extent permitted by the laws of the State of Delaware. Such
indemnification shall continue after an individual ceases to be an
officer or director and shall inure to the benefit of the heirs,
executors and administrators of such person. The Company's Certificate of
Incorporation also provides that a director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except to the extent such
exemption from liability or limitation thereof is not permitted under the
General Corporation Law of the State of Delaware as the same exists or
may hereafter be amended.

     Article IV of the By-laws of the Company provides for
indemnification of its officers and directors to the fullest extent
permitted by Section 145 of the DGCL.

     Section 102(b)(7) of the DGCL provides that a Delaware corporation
may eliminate or limit the personal liability of a director to a Delaware
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii)

                                   -3-

<PAGE>

for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
DGCL relating to the unlawful payment of a dividend or an unlawful stock
purchase or redemption or (iv) for any transaction from which the
director derived an improper personal benefit.

     Article 6 of the Restated Certificate of Incorporation of the
Company provides for the elimination of personal liability of its
directors for monetary damages for breach of fiduciary duty as a
director, except as otherwise provided by the DGCL.

     The Company has entered into a Directors and Officers
Indemnification Agreement which provides that directors and officers
shall be indemnified to the fullest extent permitted by applicable law
and obligates the Company to indemnify the directors and officers of the
Company (a) if any director or officer is or may become a party to any
proceeding against all expenses reasonably incurred by such director or
officer in connection with the defense or settlement of such proceeding,
but only if such director or officer acted in good faith and in a manner
which such director or officer reasonably believed to be in or not
opposed to the best interests of the Company, and in the case of a
criminal action or proceeding, in addition, only if such director or
officer had no reasonable cause to believe that his or her conduct was
unlawful, (b) if a director or officer is or may become a party to any
proceeding by or in the name of the Company to procure a judgment in its
favor against all expenses reasonably incurred by such director or
officer in connection with the defense or settlement of such proceeding,
but only if such director or officer acted in good faith and in a manner
which such director or officer reasonably believed to be in or not
opposed to the best interests of the Company, except no indemnification
for expenses need be made in respect of any claim in which such director
or officer shall have been adjudged liable to the Company unless a court
in which the proceeding is brought determines otherwise and (c) if a
director or officer has been successful on the merits or otherwise in
defense of any proceeding or claim.

     The Registration Rights Agreement dated as of March 17, 1995 and
the Registration Rights Agreement dated as of September 12, 1995 between
the Company and the shareholders named therein (the "Holders") each
requires the Company, on the one hand, and the Holders referred to
therein, on the other hand, under certain circumstances, to indemnify
each other and, in the case of the Company's indemnification obligations,
each other person who participates as an underwriter in an offering of
Common Stock thereunder, and each other person who controls such parties
and/or underwriters and their respective directors, officers, partners,
agents and affiliates against certain liabilities, including liabilities
under the Securities Act of 1933, incurred in connection with each
registration of securities pursuant to such registration rights
agreement.

     The indemnification rights conferred by the Certificate of
Incorporation of the Company are not exclusive of any other right to
which a person seeking indemnification may otherwise be entitled. The

                                   -4-

<PAGE>

Company may also provide liability insurance for the directors and
officers for certain losses arising from claims or charges made against
them while acting in their capacities as directors or officers.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration
Statement:

4.1       Amended and Restated Certificate of Incorporation of the
          Company (incorporated by reference to Exhibit 3(1) of the
          Company's Quarterly Report on Form 10-Q filed on January 14,
          1999 (File No. 001-13711)

4.2       The description of the Company's Common Stock contained in the
          Prospectus as part of Post-Effective Amendment No. 8 on Form
          S-3 (File No. 33-59013), filed on January 29, 1998.

5         Opinion of Simpson Thacher & Bartlett

23.1      Consent of PricewaterhouseCoopers LLP.

23.2      Consent of Simpson Thacher & Bartlett (included in their
          opinion filed as Exhibit 5 hereto)

24        Power of Attorney

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;

      (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933 (the "Act");

     (ii) to reflect in the prospectus any facts or events arising after
          the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in this Registration Statement (except to the extent the
          information required to be included by clauses (i) or (ii) is
          contained in periodic reports filed by the Company pursuant to
          Section 13 or 15(d) of the Exchange Act that are incorporated by
          reference into this Registration Statement);

    (iii) to include any material information with respect to the plan of
          distribution not previously disclosed in this Registration

                                   -5-

<PAGE>

Statement or any material change to such information in this Registration
Statement.

(2)  That, for the purposes of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4)  That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(5)  Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.


















                                   -6-

<PAGE>

                                SIGNATURES

     Pursuant to the requirements of the Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tampa, State of Florida, on this 30th day of
October, 2000.

                                     WALTER INDUSTRIES, INC.
                                          (Registrant)


                                     By  /s/     Robert B. Lewis
                                         ---------------------------------
                                         Robert B. Lewis
                                         Executive Vice President and
                                         Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

              Signature               Title                         Date

/s/  Donald N. Boyce    Director and Interim Chairman,       October 30, 2000
     Donald N. Boyce    President and Chief Executive
                        Officer (principal executive
                        officer)


/s/  Robert B. Lewis    Executive Vice President and Chief   October 30, 2000
     Robert B. Lewis    Financial Officer (principal
                        financial officer)

/s/  Mark Hiltwein      Senior Vice President (principal     October 30, 2000
     Mark Hiltwein      accounting officer)

  *  Robert F. Amter         Director                        October 30, 2000
     Robert F. Amter


  *  Howard L. Clark, Jr.    Director                        October 30, 2000
     Howard L. Clark, Jr.

  *  Perry Golkin            Director                        October 30, 2000
     Perry Golkin



                                   -7-

<PAGE>

  *  James L. Johnson        Director                        October 30, 2000
     James L. Johnson

  *  Scott C. Nuttall        Director                        October 30, 2000
     Scott C. Nuttall

  *  Wayne W. Robinson       Director                        October 30, 2000
     Wayne W. Robinson

  *  Neil A. Springer        Director                        October 30, 2000
     Neil A. Springer

  *  Michael T. Tokarz       Director                        October 30, 2000
     Michael T. Tokarz

By  /s/    Robert B. Lewis
     *  Attorney-in-Fact
































                                   -8-

<PAGE>

                            INDEX TO EXHIBITS

Exhibit
Number                                Description

4.1            Amended and Restated Certificate of Incorporation of the
               Company (incorporated by reference to Exhibit 3(1) of the
               Company's Quarterly Report on Form 10-Q filed on January
               14, 1999 (File No. 001-13711)

4.2            The description of the Company's Common Stock contained in the
               Prospectus as part of Post-Effective Amendment No. 8 on Form
               S-3 (File No. 33-59013), filed on January 29,1998.

5              Opinion of Simpson Thacher & Bartlett

23.1           Consent of PricewaterhouseCoopers LLP.

23.2           Consent of Simpson Thacher & Bartlett(included in their opinion
               filed as Exhibit 5 hereto)

24             Power of Attorney
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 19234}]
{"company-data": {"conformed-name": "WALTER INDUSTRIES INC /NEW/", "cik": "0000837173", "assigned-sic": "1520", "irs-number": "133429953", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49154", "film-number": "751724"}, "business-address": {"street1": "1500 N DALE MABRY HWY", "city": "TAMPA", "state": "FL", "zip": "33607", "phone": "8138714811"}, "mail-address": {"street1": "1500 N DALE MABRY HWY", "city": "TAMPA", "state": "FL", "zip": "33607"}, "former-company": {"former-conformed-name": "HILLSBOROUGH HOLDINGS CORP", "date-changed": "19910814"}}
Registration No. 333-
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM S-8
                          REGISTRATION STATEMENT
                                  UNDER
                        THE SECURITIES ACT OF 1933

                         WALTER INDUSTRIES, INC.
          (Exact name of Registrant as specified in its charter)

      Delaware                                        13-3429953
(State or other jurisdiction of        (I.R.S. Employer Identification Number)
incorporation or organization)

                         Walter Industries, Inc.
                      1500 North Dale Mabry Highway
                          Tampa, Florida  33607
(Address, including zip code, of Registrant's principal executive office)

           Walter Industries, Inc. Employee Stock Purchase Plan
                         (Full title of the Plan)
                             Robert B. Lewis
         Executive Vice President and Principal Financial Officer
                         Walter Industries, Inc.
                      1500 North Dale Mabry Highway
                          Tampa, Florida  33607
                              (813) 871-4523
 (Name, address, including zip code, and telephone number, including area
                 code, of Registrant's agent for service)

                                Copies to:
                          Peter J. Gordon, Esq.
                        Simpson Thacher & Bartlett
                           425 Lexington Avenue
                      New York, New York 10017-3954
                              (212) 455-2000

                     CALCULATION OF REGISTRATION FEE

Title of Securities to be   Amount of   Proposed      Proposed       Amount of
         Registered        Registered    Maximum       Maximum     Registration
                                       Offering Price  Aggregate       Fee
                                        Per Share    Offering Price

Common Stock, $0.01 par
value per share           1,000,000     $7.46875      $7,468,750     $1,971.75
(a)  Pursuant to Rules 457(h)(1) and 457(c) under the Securities Act of
1933, the proposed maximum offering price per share, the proposed maximum
aggregate offering price and the amount of registration fee have been
computed on the basis of the price of the Common Stock as reported on the
New York Stock Exchange Composite Tape on October 31, 2000.

                                 PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by Walter Industries, Inc. (the
"Company" or the "Registrant") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated by
reference in this Registration Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year
          ended May 31, 2000.

     (b)  The Company's Quarterly Report for the fiscal quarter ending
          August 31, 2000.

     (c)  Current Report on Form 8-K filed on August 18, 2000.

     (d)  The description of the Company's Common Stock contained in the
          Prospectus as part of Post-Effective Amendment No. 8 on Form
          S-3 (File No. 33-59013), filed on January 29, 1998.

     All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

                                              Not required.

Item 5. Interests of Named Experts and Counsel

                                   -2-
Not applicable.

Item 6. Indemnification of Directors and Officers

     Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person is
or was an officer, director, employee or agent of such corporation, or is
or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
action, suit or proceeding, provided that such officer, director,
employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests,
and, for criminal proceedings, had no reasonable cause to believe his
conduct was unlawful. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to
the corporation. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred.

     The Company's Certificate of Incorporation provides that the
Company shall indemnify directors and officers made party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, including appeals, to
the fullest extent permitted by the laws of the State of Delaware. Such
indemnification shall continue after an individual ceases to be an
officer or director and shall inure to the benefit of the heirs,
executors and administrators of such person. The Company's Certificate of
Incorporation also provides that a director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director, except to the extent such
exemption from liability or limitation thereof is not permitted under the
General Corporation Law of the State of Delaware as the same exists or
may hereafter be amended.

     Article IV of the By-laws of the Company provides for
indemnification of its officers and directors to the fullest extent
permitted by Section 145 of the DGCL.

     Section 102(b)(7) of the DGCL provides that a Delaware corporation
may eliminate or limit the personal liability of a director to a Delaware
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii)

                                   -3-
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
DGCL relating to the unlawful payment of a dividend or an unlawful stock
purchase or redemption or (iv) for any transaction from which the
director derived an improper personal benefit.

     Article 6 of the Restated Certificate of Incorporation of the
Company provides for the elimination of personal liability of its
directors for monetary damages for breach of fiduciary duty as a
director, except as otherwise provided by the DGCL.

     The Company has entered into a Directors and Officers
Indemnification Agreement which provides that directors and officers
shall be indemnified to the fullest extent permitted by applicable law
and obligates the Company to indemnify the directors and officers of the
Company (a) if any director or officer is or may become a party to any
proceeding against all expenses reasonably incurred by such director or
officer in connection with the defense or settlement of such proceeding,
but only if such director or officer acted in good faith and in a manner
which such director or officer reasonably believed to be in or not
opposed to the best interests of the Company, and in the case of a
criminal action or proceeding, in addition, only if such director or
officer had no reasonable cause to believe that his or her conduct was
unlawful, (b) if a director or officer is or may become a party to any
proceeding by or in the name of the Company to procure a judgment in its
favor against all expenses reasonably incurred by such director or
officer in connection with the defense or settlement of such proceeding,
but only if such director or officer acted in good faith and in a manner
which such director or officer reasonably believed to be in or not
opposed to the best interests of the Company, except no indemnification
for expenses need be made in respect of any claim in which such director
or officer shall have been adjudged liable to the Company unless a court
in which the proceeding is brought determines otherwise and (c) if a
director or officer has been successful on the merits or otherwise in
defense of any proceeding or claim.

     The Registration Rights Agreement dated as of March 17, 1995 and
the Registration Rights Agreement dated as of September 12, 1995 between
the Company and the shareholders named therein (the "Holders") each
requires the Company, on the one hand, and the Holders referred to
therein, on the other hand, under certain circumstances, to indemnify
each other and, in the case of the Company's indemnification obligations,
each other person who participates as an underwriter in an offering of
Common Stock thereunder, and each other person who controls such parties
and/or underwriters and their respective directors, officers, partners,
agents and affiliates against certain liabilities, including liabilities
under the Securities Act of 1933, incurred in connection with each
registration of securities pursuant to such registration rights
agreement.

     The indemnification rights conferred by the Certificate of
Incorporation of the Company are not exclusive of any other right to
which a person seeking indemnification may otherwise be entitled. The

                                   -4-
Company may also provide liability insurance for the directors and
officers for certain losses arising from claims or charges made against
them while acting in their capacities as directors or officers.

Item 7. Exemption from Registration Claimed

     Not applicable.

Item 8. Exhibits

     The following exhibits are filed as part of this Registration
Statement:

4.1       Amended and Restated Certificate of Incorporation of the
          Company (incorporated by reference to Exhibit 3(1) of the
          Company's Quarterly Report on Form 10-Q filed on January 14,
          1999 (File No. 001-13711)

4.2       The description of the Company's Common Stock contained in the
          Prospectus as part of Post-Effective Amendment No. 8 on Form
          S-3 (File No. 33-59013), filed on January 29, 1998.

5         Opinion of Simpson Thacher & Bartlett

23.1      Consent of PricewaterhouseCoopers LLP.

23.2      Consent of Simpson Thacher & Bartlett (included in their
          opinion filed as Exhibit 5 hereto)

24        Power of Attorney

Item 9. Undertakings

     The undersigned Registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;

      (i) to include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933 (the "Act");

     (ii) to reflect in the prospectus any facts or events arising after
          the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in this Registration Statement (except to the extent the
          information required to be included by clauses (i) or (ii) is
          contained in periodic reports filed by the Company pursuant to
          Section 13 or 15(d) of the Exchange Act that are incorporated by
          reference into this Registration Statement);

    (iii) to include any material information with respect to the plan of
          distribution not previously disclosed in this Registration

                                   -5-
Statement or any material change to such information in this Registration
Statement.

(2)  That, for the purposes of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4)  That, for purposes of determining any liability under the Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(5)  Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.

                                   -6-
SIGNATURES

     Pursuant to the requirements of the Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tampa, State of Florida, on this 30th day of
October, 2000.

                                     WALTER INDUSTRIES, INC.
                                          (Registrant)

                                     By  /s/     Robert B. Lewis
                                         ---------------------------------
                                         Robert B. Lewis
                                         Executive Vice President and
                                         Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.

              Signature               Title                         Date

/s/  Donald N. Boyce    Director and Interim Chairman,       October 30, 2000
     Donald N. Boyce    President and Chief Executive
                        Officer (principal executive
                        officer)

/s/  Robert B. Lewis    Executive Vice President and Chief   October 30, 2000
     Robert B. Lewis    Financial Officer (principal
                        financial officer)

/s/  Mark Hiltwein      Senior Vice President (principal     October 30, 2000
     Mark Hiltwein      accounting officer)

  *  Robert F. Amter         Director                        October 30, 2000
     Robert F. Amter

  *  Howard L. Clark, Jr.    Director                        October 30, 2000
     Howard L. Clark, Jr.

  *  Perry Golkin            Director                        October 30, 2000
     Perry Golkin

                                   -7-
*  James L. Johnson        Director                        October 30, 2000
     James L. Johnson

  *  Scott C. Nuttall        Director                        October 30, 2000
     Scott C. Nuttall

  *  Wayne W. Robinson       Director                        October 30, 2000
     Wayne W. Robinson

  *  Neil A. Springer        Director                        October 30, 2000
     Neil A. Springer

  *  Michael T. Tokarz       Director                        October 30, 2000
     Michael T. Tokarz

By  /s/    Robert B. Lewis
     *  Attorney-in-Fact

                                   -8-
INDEX TO EXHIBITS

Exhibit
Number                                Description

4.1            Amended and Restated Certificate of Incorporation of the
               Company (incorporated by reference to Exhibit 3(1) of the
               Company's Quarterly Report on Form 10-Q filed on January
               14, 1999 (File No. 001-13711)

4.2            The description of the Company's Common Stock contained in the
               Prospectus as part of Post-Effective Amendment No. 8 on Form
               S-3 (File No. 33-59013), filed on January 29,1998.

5              Opinion of Simpson Thacher & Bartlett

23.1           Consent of PricewaterhouseCoopers LLP.

23.2           Consent of Simpson Thacher & Bartlett(included in their opinion
               filed as Exhibit 5 hereto)

24             Power of Attorney