UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
WALTER INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
93317 Q 10 5
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(973)325-8660
(Name Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 4, 1998
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4)
check the following box [ ].
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*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 of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 93317 Q 10 5
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 2,134,432
Shares Bene-
ficially (8) Shared Voting Power
owned by 543,987
Each Report-
ing Person (9) Sole Dispositive Power
With 2,134,432
(10) Shared Dispositive Power
543,987
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,678,419
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
4.9%
_________________________________________________________________
14) Type of Reporting Person
I N
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 2,678,419 Shares. Of this
amount, 742,360 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $9,744,974; 64,939 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $895,288; 73,200
Shares were purchased by Omega Capital Investors, L.P., at a cost
of $1,133,795; 1,259,933 Shares were purchased by Omega Overseas
Partners, Ltd., at a cost of $18,369,269; and 543,987 Shares were
purchased by the Managed Account at a cost of $7,361,255. The
source of funds for the purchase of all such Shares was investment
capital.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10Q for the quarterly period ended February 28, 1998, filed
with the Securities & Exchange Commission, there were issued
53,792,393 Shares of Common Stock issued and outstanding on March
31, 1998. Omega Capital Partners, L.P., owns 742,360 Shares, or
1.4% of those outstanding; Omega Institutional Partners, L.P., owns
64,939 Shares, or 0.1% of those outstanding; Omega Capital
Investors, L.P., owns 73,200 Shares, or 0.1% of those outstanding;
Omega Overseas Partners, Ltd., owns 1,253,933 Shares, or 2.3% of
those outstanding; and the Managed Account owns 543,987 Shares, or
1.0% of those outstanding.
The following details the transactions by each of Omega
Capital Partners, L.P., Omega Overseas Partners, Ltd., and the
Common Stock within the 60 day period prior to May 4, 1998 and
through the date of this filing. All such transactions were open
market sale transactions.
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
05/04/98 52,000 $21.01
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
05/04/98 5,600 $21.01
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
05/04/98 42,200 $21.01
Signature
After reasonable inquiry and to the best of the under-
signed's knowledge and belief, the undersigned hereby certifies
that the information set forth in this statement is true, complete
and correct.
Dated: May 12, 1998
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, pursuant to Power of
Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Institutional Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Investors, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as President of Omega
Advisors, Inc., pursuant to Power
of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
