SecProbe.io

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MAIL STOP 7010
										April 21, 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 March 31, 2006
		Form 10-Q/A 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.  We welcome any questions you may have about
our
comments or any other aspect of our review.  Feel free to call us
at
the telephone numbers listed at the end of this letter.

General

1. Please disclose all the omitted information in your document.
Please note that we may have additional substantive comments once
you
have completed the missing information.

Prospectus Summary, page 1

2. We note your response to comment 7 of our March 2, 2006 letter
that your market position information is based on management`s
estimates.  However, please specify the measures used by
management
to determine the market position presented in the chart.  Please
specify what management estimated.

Relationship with Walter Industries, page 9

3. Please avoid using embedded lists of information in your
disclosures.  For example, revise the third and fourth sentences
to
break out this information into bullet points.

4. In the second full paragraph, please briefly describe the
allocation of business opportunities.

Risk Factors, page 21

5. We note your response to comment 13 of our letter dated March
2,
2006.  Please revise to also avoid the term "adversely impacted"
in
the subheading of your last risk factor on page 22.

Environmental, health and safety laws. . . , page 27

6. In the third paragraph, you repeat much of the information
disclosed in the preceding risk factor concerning Tyco`s
indemnification.  Please revise to eliminate repetition.

Compliance with internal control reporting..., page 29

7. Please delete the last paragraph added to this section as it
duplicates the following risk factor.

Debt Service, page 87

8. Please disclose the actual financial covenant leverage ratios
and
minimum coverage of interest expense for the 2005 Mueller Credit
Facility.

Description of Certain Indebtedness, page 144

9. In the italicized paragraph that precedes this section, please
delete the language that your description is "qualified in its
entirety by reference."  Rule 411(a) of Regulation C under the
Securities Act allows qualification of information inside the
prospectus by reference to information outside the prospectus only
to
the extent that the form explicitly permits it or where the form
requires a summary of the document.  Please make similar revisions
on
page 121 in the first paragraph under "2006 Stock Incentive Plan,"
page 125 in the first paragraph under "2006 Employee Stock
Purchase
Plan," page 127 in the first paragraph under "Section 162(m)
Incentive Compensation Plan," and page 137 in the first paragraph
under "General" in your "Description of Capital Stock."
Unaudited Pro Forma Condensed Combined Financial Statements, page
42

Note 2 - Acquisition, page 45

10. Please revise your disclosure to include the amount of the
fair
value adjustment for the debt assumed at October 3, 2005.

Note 4 - Pro Forma Adjustments, page 48

Adjustment (b)

11. Please explain to us why you are removing $3.1 million of
seller
transaction expenses.

Adjustment (c)

12. Please tell us what interest rate you used to derive pro forma
interest expense for the 2005 Mueller Credit Agreement.

13. Please tell us whether your adjustment reflects the
elimination
of interest expense related to both the 2004 Mueller Credit
Agreement
and the second priority senior secured floating rate notes, both
of
which were retired by use of the proceeds of the 2005 Mueller
Credit
Agreement.

Pro Forma Adjustment (f)

14. Please tell us why you have eliminated the amortization of the
inventory fair value adjustment of $58.4 million.

Adjustment (g)

15. We note that you have reflected the tax effect of your pro
forma
adjustments using rates other than the statutory rate.  The tax
effect on your adjustments should be calculated with respect to
the
statutory rate in effect during the period presented in your pro
forma statement of operations.  In this regard, please revise your
pro forma statement of operations to tax effect your adjustments
at
the statutory rate or tell us why you used rates other than the
statutory rates.  In addition, please tell us how you determined
your
statutory rate to be 40% in adjustment (d).

Form 10-Q/A for the Fiscal Quarter Ended December 31, 2005

Note 15 - Commitments and Contingencies, page 24

16. We have read your response to prior comment 61 and note your
revisions to note 15.  With respect to the putative class action
lawsuit alleging property damage and personal injury related to
the
environmental matter at the Anniston, Alabama site; please explain
to
us why you have "not yet formed a view with respect to the
probability of liability".

Closing Comments

      You may contact Dale Welcome, Staff Accountant, at (202)
551-
3865 or in his absence John Cash at (202) 551-3768, who supervised
the accounting review, if you have questions regarding comments on
the financial statements and related matters.  Please contact
Craig
Slivka, Staff Attorney, at (202) 551-3729 or, in his absence,
Lesli
Sheppard at (202) 551-3708 with any other questions.

      					Sincerely,

      					Pamela Long
								Assistant Director

cc:	Vincent Pagano, Jr., Esq.
	Igor Fert, Esq.
	(212) 455-2502
Gregory E. Hyland
Mueller Water Products, Inc.
Page 1 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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