UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TODATE ~~SECTION~~OF 13REPORT ~~or 15~~(d)Date OFof earliest ~~THE~~event reported): February 18, 2005

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): February 4, 2005

MUELLER GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-117473	37-138-7813
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
500 West Eldorado Street Decatur, IL 62522-1808
(Address of Principal Executive Offices)

500 West Eldorado Street
Decatur, IL 62522-1808

(Address of Principal Executive Offices)

(217) 423-4471

(Registrant’s telephone number, including area code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

~~Effective~~On February 4 18, 2005, Mueller Group, Inc. (the “Company”) ~~obtained~~entered ~~waivers~~into ~~under~~an employment agreement (the ~~Second~~“Employment Agreement”) with Darrell Jean ~~Amended~~relating ~~and~~to ~~Restated~~his ~~Credit~~employment ~~Agreement~~with ~~dated~~the asCompany ofin ~~April~~a 23new position, ~~2004~~as ~~among~~its ~~Mueller~~Vice ~~Group,~~President ~~Inc.,~~of ~~the~~Business ~~Lenders~~Development. Mr. Jean ~~party~~previously ~~thereto~~served ~~and~~as the ~~Administrative~~Company’s ~~Agent~~Chief Financial Officer and ~~Syndication~~was ~~Agents~~replaced ~~party~~by ~~thereto~~Tom Fish on January 27, 2005 (as ~~amended,~~previously ~~“Credit~~disclosed ~~Agreement”)~~pursuant to ~~that~~Item ~~included:~~5.02 of Form 8-K filed on January 28, 2005).

~~• A~~The ~~waiver~~term ~~until~~of ~~March~~Mr. 31Jean’s employment under the Employment Agreement is three years with a commencement date of January 1, 2005 (the “Term”). Mr. Jean’s annual base salary is $200,000 (the “Salary”). The Salary shall be reviewed no less frequently than annually by the compensation committee of the board ~~Company~~of directors of Mueller Water Products, Inc. and shall be increased by an amount that is at least equal to the greater of: (i) 4% of Mr. Jean’s base ~~obligation~~salary ~~under~~in effect immediately prior to such adjustment, or (ii) the ~~Credit~~product of (A) the cost of living increase (as defined in the Employment Agreement) and (B) Mr. Jean’s base salary in effect immediately prior to ~~provide~~such adjustment. Mr. Jean shall receive an annual bonus equivalent to not less than 5% of the ~~Lenders~~bonus pool ~~with~~applicable ~~its~~to ~~audited~~compensate senior executives of the Company (currently, the ~~financial~~Senior ~~statements~~Executive ~~for~~Bonus ~~its~~Pool ~~fiscal~~of ~~year~~the ~~ended~~Mueller ~~September~~Water 30Products, ~~2004~~Inc. ~~and~~Management Incentive ~~related~~Plan). Mr. Jean is also ~~reports~~entitled to participate in the benefit programs available to Company employees generally, and ~~certificates;~~employees in the class of senior executives of the Company.

~~• A~~As ~~waiver~~provided ~~until~~in ~~March~~the 31Employment Agreement, ~~2005~~Mr. ofJean ~~the~~is ~~Company’s~~entitled to ~~obligation~~receive ~~under~~equity ~~the~~compensation ~~Credit~~awards ~~Agreement~~in toconnection ~~provide~~with ~~the~~an ~~Lenders~~initial public offering of equity securities by Mueller Water Products, Inc., if any, consummated during his employment with ~~its~~the ~~quarterly~~Company and if other senior ~~financial~~executives ~~statements~~are ~~for~~entitled ~~its~~to ~~fiscal~~receive ~~quarter~~such ~~ended~~equity ~~January~~compensation 1,awards. The ~~2005~~level soof ~~that~~Mr. Jean’s participation in such ~~quarterly~~equity ~~financial~~compensation ~~statements~~awards ~~may~~is besubject ~~provided~~to at the ~~same~~sole ~~time~~discretion asof the ~~2004~~board of ~~annual~~directors ~~financial~~of ~~statements~~Mueller orWater ~~shortly~~Products, ~~thereafter;~~Inc.

~~• A~~If ~~waiver~~Mr. ofJean’s ~~any~~employment ~~Default~~is orterminated ~~Event~~by ofthe ~~Default~~Company without cause on ~~arising~~or ~~under~~before December 31, 2006, the ~~Credit~~agreement ~~Agreement~~provides ~~with~~for ~~respect~~payment of a severance benefit in an amount equal to the ~~financial~~greater ~~statements~~of: ~~previously delivered~~(I) inthe ~~respect~~sum of ~~pre-2004~~the unpaid ~~fiscal~~Salary ~~years,~~and ~~any~~annual ~~fiscal~~bonus ~~quarters~~for ~~contained therein~~the orremainder of the ~~first~~Term, ~~second~~or (II) the sum of (A) 18 months’ Salary, ~~and~~plus ~~third~~(B) 150% of the annual bonus paid or payable to Mr. Jean for the fiscal ~~quarters~~year ofimmediately preceding the ~~2004~~ fiscal year ~~and~~in ~~any~~which termination ~~related~~occurs. In ~~reports~~the ~~and~~event Mr. ~~certificates~~Jean ~~failing~~is toterminated ~~comply~~by ~~with~~the Company without cause after December 31, 2006 but before the ~~requirements~~end of the ~~Credit~~Term, ~~Agreement~~he orshall be entitled to severance compensation ~~any~~in ~~representations~~an oramount ~~warranties~~as ~~contained~~described ~~therein~~in orclause ~~with~~(II) ~~respect~~above. The ~~thereto~~Company’s ~~not~~obligation to make such severance payments is conditioned ~~having~~upon ~~been~~the ~~true~~execution by Mr. Jean of a release of the Company and ~~correct;~~certain other parties from certain complaints, claims, demands, liabilities and rights.

InAs ~~conjunction~~consideration ~~with~~for ~~such waivers,~~ the Company ~~agreed~~ to ~~pay~~enter tointo ~~each~~the ofEmployment Agreement, ~~the~~Mr. ~~Lenders~~Jean ~~that~~irrevocably ~~signed~~and unconditionally released the ~~Waiver~~Company byand certain ~~February~~other 4parties from certain complaints, ~~2005~~claims, ademands, ~~fee~~liabilities and ~~equal~~rights toarising 0from Mr.~~025%~~ ~~of such Lender~~Jean’s ~~outstanding~~employment ~~loans,~~at ~~letter~~the ofCompany ~~credit participations~~through ~~and~~the ~~undrawn~~effective date ~~loan~~of ~~commitments under~~ the ~~Credit~~Employment Agreement.

~~DLJ~~A ~~Merchant~~copy ~~Banking funds own substantially all~~ of the ~~outstanding~~Employment ~~shares~~Agreement ofis ~~common~~filed ~~stock~~herewith ofas ~~our~~Exhibit ~~parent, Mueller Water Products, Inc~~10.,1 ~~which owns all of our outstanding shares of common stock. As a result of their stock ownership, the stockholders agreement with regard~~ to ~~the stock of Mueller Water Products and~~ ~~the~~this ~~fact~~Form ~~that we are a wholly~~8-~~owned~~K ~~subsidiary of Mueller Water Products, the DLJ Merchant Banking funds control us~~ and ~~have~~is ~~the~~incorporated ~~power~~herein to elect a majority of our directors, appoint new management and effectively approve any action requiring the approval of the holders of our common stock, including adopting amendments to our certificate of incorporation and approving acquisitions or sales of all or substantially all of our assets. The directors elected by the DLJ Merchant Banking funds have the ability to control decisions affecting our capital structure, including the issuance of additional capital stock, the implementation of stock repurchase programs and the declaration of dividendsreference. The general partners of the DLJ Merchant Banking funds are affiliates or employees of Credit Suisse First Boston, acting through its Cayman Islands Branch, which is the arranger, administrative agent and a lender under the Credit Agreement.

A copy of the Waiver is attached hereto and filed herewith as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Title
10.1		Waiver dated as of February 4, 2005 under Second Amended and Restated Credit Agreement dated as of April 23, 2004 among Mueller Group, Inc., the Lenders party thereto and the Administrative Agent and Syndication Agents party thereto.

Exhibit Number		Title

10.1		Employment Agreement by and between Mueller Group, Inc. and Darrell Jean dated as of February 18, 2005.

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.

Dated: February 7, 2005	MUELLER GROUP, INC.
Dated: February 24, 2005	MUELLER GROUP, INC.
	By:	/s/ Dale B. Smith
		Dale B. Smith
		President and Chief Executive Officer

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