UNITED STATES

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

DATE OF REPORT (Date of earliest event reported): September 23, 2004

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)

(217) 423-4471

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 8.01 Other Events.

As previously disclosed, on September 23, 2004, the Company, the Company’s parent, Mueller Water Products, Inc. (f/k/a Mueller Holdings (N.A.), Inc.), and DLJ Merchant Banking II, Inc., as successor-in-interest to Donaldson, Lufkin & Jenrette Securities Corporation, entered into an amendment to the July 23, 1999 financial advisory agreement among them to extend the term of the financial advisory agreement until the earlier of: (i) August 15, 2009 and (ii) the date that DLJ Merchant Banking Funds no longer own in the aggregate more than 50% of the equity of Mueller Water Products. The Amendment to the DLJ Financial Advisory Agreement is attached hereto and filed herewith as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Title

10.1*		Amendment dated September 23, 2004 to Financial Advisory Agreement dated July 23, 1999 among DLJ Merchant Banking II, Inc., as successor-in-interest to Donaldson, Lufkin & Jenrette Securities Corporation, Mueller Water Products, Inc. (f/k/a Mueller Holdings (N.A.), Inc.) and Mueller Group, Inc.

* Filed as Exhibit 10.2 to the Mueller Water Products, Inc. Form 8-K filed on July 11, 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: July 11, 2005	MUELLER GROUP, INC.


	By:	/s/
		Dale B. Smith
		President and Chief Executive Officer

Mueller Group, Inc. 8-K