On January 28, 2009, Mueller Water Products, Inc., (the "Company") announced that, at the Annual Meeting of Stockholders held on January 28, 2009, its stockholders had approved the conversion (the "Conversion") of each outstanding share of its Series B Common Stock into a share of Series A Common Stock. The powers, privileges, preferences and relative participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, are identical in all respects except for voting rights. Each holder of Series A Common Stock is entitled to one vote per share and each holder of Series B common stock was generally entitled to eight votes per share. As required in the Company's Restated Certificate of Incorporation, the transaction was approved by the Company's Series B common stockholders and Series A common stockholders voting together as a single class. As a result of the Conversion, the Company has outstanding only one class of Common Stock - Series A Common Stock - that is entitled to one vote per share. A Press Release relating to the Conversion is filed as Exhibit 99.1 to this Current Report on Form 8-K.

On January 28, 2009, following stockholder approval of the Conversion as described in Item 3.03 above, the Company filed a Certificate of Retirement relating to the Series B Common Stock. On January 28, 2009, the Company also filed a Second Restated Certificate of Incorporation with the State of Delaware that eliminates all references to the Series B Common Stock. The Certificate of Retirement and Second Restated Certificate of Incorporation are filed as Exhibits 3.3 and 3.4 to this Current Report on Form 8-K.

(d) Exhibits.

 3.3    Certificate of Retirement of Mueller Water Products, Inc.

 3.4    Second Restated Certificate of Incorporation of Mueller Water Products,
        Inc.

99.1    Press Release dated January 28, 2009 - Mueller Water Products Combines
        Stock into Single Class and Announces Quarterly Dividend