SecProbe.io

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MAIL STOP 7010
									March 2, 2006

Gregory E. Hyland
Chief Executive Officer
Mueller Water Products, Inc.
4211 W. Boy Scout Blvd.
Tampa, FL 33607
(813) 871-4811

Re:	Mueller Water Products, Inc.
      Form S-1
	File No. 333-131536
	Filed February 3, 2006
		Form 10-Q for the Fiscal Quarter Ended December 31, 2005

Dear Mr. Hyland:

      We have reviewed your filing and 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.

Form S-1

General

1. Please provide all information required except that allowed to
be
excluded by Rule 430A of the Securities Act of 1933.  This
information impacts disclosure throughout your filing and will
require time to review.  Note that we may have additional comments
on
your filing once you provide the information.

2. Prior to the effectiveness of your registration statement,
please
provide us with a copy of the letter or call from the NASD
indicating
that the NASD has no objection to the underwriting compensation
described in the filing.

3. Please supplementally provide the staff with any pictures or
graphics you intend to use for the prospectus.  We may have
comment.

4. Please revise your Form S-1 to include updated financial
statements, as required by Rule 3-12(a) of Regulation S-X.

Industry and Market Data, page iii

5. When you make assertions about your product, industry or
market,
please clarify which data or statistics cited are from the
Congressional Budget Office, the U.S. Census Bureau, Freddie Mac
or
Moody`s.

Prospectus Summary, page 1

6. We note your summary contains a lengthy description of the
company`s business, industry and business strategy.  Further, we
note
that nearly identical disclosure appears later in your prospectus.
Consider and identify those aspects of the offering and your
company
that are most significant and highlight these points in plain,
clear
language.  The summary should not, and is not required to repeat
the
detailed information in the prospectus.  The lengthy description
of
your business, competitive strengths and strategy is better suited
for the body of the prospectus.  If you want to highlight key
aspects
of your business strategy and competitive strengths, consider
listing
these in a bullet-point format, with one sentence per bullet
point.
Please refer to Item 503(a) of Regulation S-K and part IV.C. of
Release No. 33-7497.

7. Please revise your disclosure on page 1 to identify the
measures
used to conclude that you hold the market positions marked #1 or
#2
throughout your chart.

8. Ensure that the information you include in your summary is
balanced.  For example, you cite a variety of competitive
strengths,
but you omit any discussion here about the fact that do not have
long-term contracts with your distributors, one of whom, Hughes
Supply, Inc., accounts for over 24% of your net sales in the nine
months ended September 2005, that the ductile iron pipe business
is
generally sensitive to economic recession because of its partial
dependence on the level of new construction activity and state,
municipal and federal tax revenues to fund water projects, or that
the spot price of steel scrap used by Mueller and Anvil has
doubled
between 2002 and 2005. To the extent that you continue to cite
competitive strengths in your summary, please review each one and
revise as necessary to provide balancing information.

9. On page 5, you refer to doing business in the Middle East.
Please
revise to disclose the names of the countries in which you do
business.

10. We note your disclosure on page 29 that Walter Industries
currently intends to undertake a spin-off of your capital stock to
Walter Industries` shareholders.  Please add a section to your
summary in which you discuss your relationship with Walter
Industries
and the intended spin-off.

11. Please add a chart to assist investors in understanding your
corporate structure.

Summary Historical Financial Data - U.S. Pipe, page 10 and
Summary Historical Financial Data - Mueller Water Products, Inc.
(Predecessor Mueller), page 13

12. In footnote (g) to your tables, you say that EBITDA is an
important measure of your performance, as well as a useful
indicator
of your ability to meet debt service and capital expenditure
requirements.  We note that you have appropriately provided a
reconciliation of EBITDA to net income (loss) since you use EBITDA
as
a financial performance measure.  However, since you also use
EBITDA
as a liquidity measure, please revise your Form S-1, where
appropriate, to also provide a reconciliation of EBITDA to cash
flows
from operations.

Risk Factors, page 16

13. Please avoid language in risk factors like "adversely affect,"
or
"material adverse effect." Instead, please revise your risk
factors
to state what the specific impact will be on your financial
condition
or results of operations.

14. Some of your risk factors use language like "there is no
assurance."  Please delete this language; the real risk is not
your
inability to offer assurance, but the condition described. Among
other risk factors, please refer to the following:
* "Our business would be adversely affected by a downturn in
government spending..."
* "Foreign competition is intense..."
* "We depend on a group of major distributors..."
* "We may be unsuccessful in identifying or integrating suitable
acquisitions..."
* "We will require a significant amount of cash to service our
debt..."

Our results have been, and may continue to be, adversely impacted
by
increases in raw material prices, page 18

15. Please briefly specify how you have been impacted by
governmental
regulation for raw materials such as natural gas and the inability
to
renew your supply contracts on favorable terms.

We are dependent upon the successful operation of our key
manufacturing facilities, page 18

16. Please revise this subheading to describe the risk at issue.
Your subheading does not convey a risk.

17. In order to enhance the current relevancy of the risks
described,
please disclose whether, and the extent to which, you have been
impacted by any of the bulleted events.

We may be subject to product liability or warranty claims. . . ,
page
21

18. Please break out the risks identified in the second paragraph
of
this section into a separate risk factor with its own subheading.

Our loss of the services of, or inability to obtain, key personnel
could have a material adverse effect on our future success, page
23

19. Because most companies rely on their key personnel, this risk
factor appears to be generic.  Please provide more specificity as
to
the potential impact the loss of the services of the individuals
listed would have on your operations or remove the risk factor.

We need to improve our internal controls. . . , page 23

20. Please disclose that the material weakness led to Predecessor
Mueller`s restatement of its consolidated financial statements for
the years ended September 30, 2004 and 2003, the first three
quarters
of fiscal 2005 and all interim periods of fiscal 2004.  Address
the
risks of relying on the  financial statements in those reports as
well as future filings.

21. Please revise to describe the material weakness and
significant
deficiencies referred to in this risk factor or at least include a
cross reference to the section in which you discuss this more
fully.

22. Please clarify the status of the material weakness,
significant
deficiencies and their components and  describe the risks related
to
your remediation process or include a cross-reference to the
section
in which you discuss this more fully.

23. In revising your disclosure, please also explain what you have
discovered during your control review that has led you to believe
that there exists a material risk of non-compliance.

Compliance with internal control reporting. . ., page 24

24. Please revise to disclose the costs you expect to incur.

25. Consider breaking out the second paragraph into a separate
risk
factor.

Walter Industries controls us and may have conflicts of interest.
. .
, page 25

26. Your risk factor discussions should be limited to one or two
concise paragraphs in length and should not contain lengthy
bullet-
point lists or generic disclosure that lacks specific examples
and/or
quantifiable consequences of the risk.  Please revise this risk
factor.

27. Please include a risk factor that addresses the fact that
affiliates of Banc of America Securities LLC and Morgan Stanley &
Co., two of the underwriters in this offering, are lenders under
the
2005 Mueller Credit Agreement and will receive a portion of the
proceeds from this offering through the partial repayment of the
term
loan outstanding under the 2005 Mueller Credit Agreement.

Special Note Regarding Forward-Looking Statements, page 30

28. Please remove the word "will" from the list of words in the
second sentence of this section.

Use of Proceeds, page 31

29. Please quantify the portion of proceeds that Banc of America
LLC
and Morgan Stanley & Co. Incorporated will receive.

Unaudited Pro Forma Condensed Combined Financial Statements, page
37

30. Please revise the pro forma financial statements to reflect
your
latest purchase price allocation.

Management`s Discussion an Analysis of Financial Condition and
Results of Operations
Overview, page 51

31. We note that you have planned price increases for Mueller
segment
products in February 2006.  Please update your disclosures and
discuss the reasons for these planned increases, the ease or
difficulty in being able to increase prices, and whether the
increases are planned for products covered by new infrastructure
or
replacement and repair parts.

Raw Materials Risk, page 60

32. We note your statement that your results have been, and may
continue to be, adversely impacted by increases in raw materials
prices.  Please discuss the extent to which your stated ability to
pass on price increases to your customers.

33. Please revise to give investors a sense for what you mean by
"surging scrap metal costs."   We note that throughout the rest of
your disclosures, you refer to "higher scrap metal costs."  Use
quantification in your revised disclosure.

Year ended December 31, 2004 versus year ended December 31, 2003
Operating Income, page 62

34. Please disclose what the other materials were that partially
offset operating profits during in 2004 versus 2003.

35. Please discuss the reasons for your higher manufacturing costs
during in 2004 versus 2003.

36. Please disclose why your environmental costs were higher
during
in 2004 versus 2003.

Consolidated Results of Operations - Predecessor Mueller

Year ended September 30, 2005 versus the year ended September 30,
2004, page 63

37. We note that the Mueller segment implemented price increases
in
February and May 2004 and January 2005.  Please disclose whether
the
price increases were across all product categories and if not,
disclose which product categories saw these price increases.

38. We note that as a percentage of sales, selling, general and
administrative costs improved but were partially offset by higher
commissions and compensations.  If material, please disclose the
percentage of this offset.

39. You refer to an "internal investigation" at the top of page
65.
Please revise to clarify what you mean.

40. We note that facility rationalization costs for the fiscal
year
ended September 30, 2004 were related to environmental issues at
the
closed Anvil plant in Georgia.  Please disclose what these
environmental issues were.

41. Please disclose whether you anticipate a continuation of the
U.S.
export and manufacturing tax incentive benefits received in 2005.

Year ended September 30, 2004 versus the year ended September 30,
2003, page 66

42. Please disclose which product categories contributed to
Anvil`s
net sales increases in fiscal year 2004 versus 2003.  Also,
disclose
whether increases in sales volume or price increases contributed
more
to the increase in revenue growth.

43. For both the Mueller and Anvil segments, please disclose the
percentage by which the increase in raw materials costs offset the
improvements in gross profit.

Debt Service, page 71

44. Please disclose the material restrictive financial covenants
and
events of default under the 2005 Mueller Credit Facility
Business

45. We note your statement that you have begun to use your
combined
purchasing leverage to reduce raw material and overall costs.
Please
discuss in greater detail the extent to which you are able to get
lower prices on raw materials and lower product costs due to your
purchasing power.  For instance, is this purchasing leverage
primarily due to the combination of Mueller and Walter Industries?

Anvil Products, page 90

46. We note that you stock some products manufactured by third
parties in some of your  distribution centers.  Please disclose
the
percentage of sales stemming from these third party manufactured
products.

Backlog, page 91

47. Please disclose how much of your U.S. Pipe backlog is firm.

48. Do you currently have contracts to supply products for
projects
planned by the municipalities of New York, Boston, Washington,
D.C.,
Atlanta and Philadelphia to rehabilitate aging or inadequate water
transmission systems?  Please explain in more detail why U.S. Pipe
believes it is well positioned to take advantage of these
opportunities.

Competition, page 93

49. We note your disclosure that for most of your product
offerings,
there are only a few competitors.  Please tell us what percentage
of
your revenues that this comprises.

Environmental Matters, page 94

50. We note your disclosure in the first full paragraph on page 95
concerning civil litigation with respect to U.S. Pipe`s former
Anniston, Alabama facility.  Please revise to disclose in your
Legal
Proceedings section the information required by Item 103 of
Regulation S-K or tell us why this provision is inapplicable.

Geographic Information, page 96

51. Please tell us the location(s) for the remainder of your
sales.

Properties, page 96

52. In the last paragraph of this section, please revise to
explain
what you mean by "modern."  Also,  revise to describe the time
period
you intended by your disclosure concerning your plants and
equipment
having sufficient capacity to meet your present and future needs.

Legal Proceedings, page 98

53. Please disclose the information required by Item 103 of
Regulation S-K with respect to the lawsuit disclosed in the third
full paragraph on page 99.

Management, page 100

54. Please revise to disclose the business experience during the
past
five years for each person named here.  It appears that you have a
few gaps in the business experience for some of the individuals
named
here.  For example, what was Mr. Hyland`s business experience from
August 2003 through October 2004?

55. Please state the term of office for each director.  Refer to
Item
401(a) of Regulation S-K.

Lock Up Agreements, page 134

56. We note that the underwriters may consent to the release of
shares from the lock-up agreements.  If there is any current
intention to release