-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 TzpiwJNis0CksEFQJDUqV08jwsaJE12apmX2BRBqXKQpnrCJBzDAvDQPuJnusnTF
 5c5S2jL41RPIYHV+0rWX5g==

<SEC-DOCUMENT>0000089439-04-000019.txt : 20040716
<SEC-HEADER>0000089439-04-000019.hdr.sgml : 20040716
<ACCEPTANCE-DATETIME>20040716164657
ACCESSION NUMBER:		0000089439-04-000019
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		9
CONFORMED PERIOD OF REPORT:	20040626
FILED AS OF DATE:		20040716

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MUELLER INDUSTRIES INC
		CENTRAL INDEX KEY:			0000089439
		STANDARD INDUSTRIAL CLASSIFICATION:	ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350]
		IRS NUMBER:				250790410
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1226

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06770
		FILM NUMBER:		04918460

	BUSINESS ADDRESS:	
		STREET 1:		SUITE 150
		STREET 2:		8285 TOURNAMENT DRIVE
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38125
		BUSINESS PHONE:		(901)753-3200

	MAIL ADDRESS:	
		STREET 1:		SUITE 150
		STREET 2:		8285 TOURNAMENT DRIVE
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38125

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SHARON STEEL CORP
		DATE OF NAME CHANGE:	19910103
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>form10q.txt
<DESCRIPTION>FORM 10-Q FOR THE PERIOD ENDED JUNE 26, 2004
<TEXT>
<PAGE>
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


                                  FORM 10-Q


            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal quarter ended June 26, 2004      Commission file number 1-6770


                          MUELLER INDUSTRIES, INC.
           (Exact name of registrant as specified in its charter)


               Delaware                               25-0790410
     (State or other jurisdiction                  (I.R.S. Employer
   of incorporation or organization)              Identification No.)


    8285 TOURNAMENT DRIVE, SUITE 150
        MEMPHIS, TENNESSEE                              38125
(Address of principal executive offices)              (Zip Code)

                              (901) 753-3200
           (Registrant's telephone number, including area code)


Indicate by a check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  /X/        No  / /

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).  Yes  /X/        No  / /

The number of shares of the Registrant's common stock outstanding as of
July 15, 2004, was 34,987,467.














                                     -1-
<PAGE>
                          MUELLER INDUSTRIES, INC.

                                  FORM 10-Q

                      For the Period Ended June 26, 2004

                                   INDEX



Part I. Financial Information                                        Page

     Item 1.  Financial Statements (Unaudited)

          a.)  Consolidated Statements of Income
               for the quarters and six months ended
               June 26, 2004 and June 28, 2003                          3

          b.)  Consolidated Balance Sheets
               as of June 26, 2004 and December 27, 2003                7

          c.)  Consolidated Statements of Cash Flows
               for the six months ended June 26, 2004
               and June 28, 2003                                        9

          d.)  Notes to Consolidated Financial Statements              11


     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                      17

     Item 3.  Quantitative and Qualitative Disclosures
              About Market Risk                                        21

     Item 4.  Controls and Procedures                                  22


Part II. Other Information

     Item 4.  Submission of Matters to a Vote of Security Holders      23

     Item 5.  Other Information                                        23

     Item 6.  Exhibits and Reports on Form 8-K                         24

Signatures                                                             25












                                     -2-
<PAGE>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
                          MUELLER INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)
<CAPTION>
                                               For the Quarter Ended
                                         June 26, 2004          June 28, 2003
                                         (In thousands, except per share data)
<S>                                      <C>                     <C>
Net sales                                $   380,822             $   248,221

Cost of goods sold                           303,720                 203,461
                                          ----------              ----------

   Gross profit                               77,102                  44,760

Depreciation and amortization                 10,159                   9,722
Selling, general, and
   administrative expense                     28,199                  23,575
Impairment charge                                  -                       -
                                          ----------              ----------

   Operating income                           38,744                  11,463

Interest expense                                (199)                   (292)
Environmental expense                           (269)                   (257)
Other income, net                              1,449                   2,182
                                          ----------              ----------

   Income from continuing operations
      before income taxes                     39,725                  13,096

Current income tax expense                   (14,169)                   (870)
Deferred income tax benefit (expense)          1,492                  (3,247)
                                          ----------              ----------

   Total income tax expense                  (12,677)                 (4,117)
                                          ----------              ----------

Income from continuing operations             27,048                   8,979

Loss from operation of
   discontinued operations, net
   of income taxes                                 -                       -
                                          ----------              ----------

Net income                               $    27,048             $     8,979
                                          ==========              ==========






See accompanying notes to consolidated financial statements.
</TABLE>
                                     -3-
<PAGE>
<TABLE>
                          MUELLER INDUSTRIES, INC.
                 CONSOLIDATED STATEMENTS OF INCOME (continued)
                                 (Unaudited)
<CAPTION>
                                               For the Quarter Ended
                                         June 26, 2004           June 28, 2003
                                         (In thousands, except per share data)
<S>                                      <C>                     <C>
Weighted average shares
   for basic earnings per share               34,978                  34,263
Effect of dilutive stock options               1,914                   2,540
                                          ----------              ----------

Adjusted weighted average shares
   for diluted earnings per share             36,892                  36,803
                                          ----------              ----------

Basic earnings (loss) per share:
   From continuing operations            $      0.77             $      0.26
   From discontinued operations                    -                       -
                                          ----------              ----------

Basic earnings per share                 $      0.77             $      0.26
                                          ==========              ==========

Diluted earnings (loss) per share:
   From continuing operations            $      0.73             $      0.24
   From discontinued operations                    -                       -
                                          ----------              ----------

Diluted earnings per share               $      0.73             $      0.24
                                          ==========              ==========

Dividends per share                      $      0.10             $         -
                                          ==========              ==========




















See accompanying notes to consolidated financial statements.
</TABLE>
                                     -4-
<PAGE>
<TABLE>
                          MUELLER INDUSTRIES, INC.
                 CONSOLIDATED STATEMENTS OF INCOME (continued)
                                 (Unaudited)
<CAPTION>
                                               For the Six Months Ended
                                         June 26, 2004          June 28, 2003
                                         (In thousands, except per share data)
<S>                                      <C>                     <C>
Net sales                                $   726,781             $   480,243

Cost of goods sold                           584,749                 395,376
                                          ----------              ----------

   Gross profit                              142,032                  84,867

Depreciation and amortization                 20,124                  19,462
Selling, general, and
   administrative expense                     54,881                  46,871
Impairment charge                              3,941                       -
                                          ----------              ----------

   Operating income                           63,086                  18,534

Interest expense                                (423)                   (603)
Environmental expense                           (438)                   (464)
Other income, net                              4,242                   2,739
                                          ----------              ----------

   Income from continuing operations
      before income taxes                     66,467                  20,206

Current income tax expense                   (22,843)                 (2,737)
Deferred income tax benefit (expense)          1,384                  (4,030)
                                          ----------              ----------

   Total income tax expense                  (21,459)                 (6,767)
                                          ----------              ----------

Income from continuing operations             45,008                  13,439

Loss from operation of
   discontinued operations, net
   of income taxes                                 -                    (539)
                                          ----------              ----------

Net income                               $    45,008             $    12,900
                                          ==========              ==========








See accompanying notes to consolidated financial statements.
</TABLE>
                                     -5-
<PAGE>
<TABLE>
                          MUELLER INDUSTRIES, INC.
                 CONSOLIDATED STATEMENTS OF INCOME (continued)
                                 (Unaudited)
<CAPTION>
                                               For the Six Months Ended
                                         June 26, 2004           June 28, 2003
                                         (In thousands, except per share data)
<S>                                      <C>                     <C>
Weighted average shares
   for basic earnings per share               34,818                  34,260
Effect of dilutive stock options               2,082                   2,527
                                          ----------              ----------

Adjusted weighted average shares
   for diluted earnings per share             36,900                  36,787
                                          ----------              ----------

Basic earnings (loss) per share:
   From continuing operations            $      1.29             $      0.40
   From discontinued operations                    -                   (0.02)
                                          ----------              ----------

Basic earnings per share                 $      1.29             $      0.38
                                          ==========              ==========

Diluted earnings (loss) per share:
   From continuing operations            $      1.22             $      0.36
   From discontinued operations                    -                   (0.01)
                                          ----------              ----------

Diluted earnings per share               $      1.22             $      0.35
                                          ==========              ==========

Dividends per share                      $      0.20             $         -
                                          ==========              ==========




















See accompanying notes to consolidated financial statements.
</TABLE>
                                     -6-
<PAGE>
<TABLE>
                          MUELLER INDUSTRIES, INC.
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)
<CAPTION>
                                         June 26, 2004       December 27, 2003
                                                   (In thousands)
<S>                                      <C>                     <C>
Assets

Current assets:
   Cash and cash equivalents             $   263,687             $   255,088

   Accounts receivable, less allowance
     for doubtful accounts of $3,947 in
     2004 and $4,734 in 2003                 223,111                 163,006

   Inventories:
     Raw material and supplies                39,201                  22,261
     Work-in-process                          28,493                  20,395
     Finished goods                          103,991                  97,892
                                          ----------              ----------

   Total inventories                         171,685                 140,548

   Other current assets                       15,293                  11,713
                                          ----------              ----------

     Total current assets                    673,776                 570,355

Property, plant, and equipment, net          334,093                 345,537
Goodwill, net                                102,570                 104,849
Other assets                                  32,063                  34,443
                                          ----------              ----------

                                         $ 1,142,502             $ 1,055,184
                                          ==========              ==========



















See accompanying notes to consolidated financial statements.
</TABLE>
                                     -7-
<PAGE>
<TABLE>
                          MUELLER INDUSTRIES, INC.
                   CONSOLIDATED BALANCE SHEETS (continued)
                                 (Unaudited)
<CAPTION>
                                         June 26, 2004       December 27, 2003
                                          (In thousands, except share data)
<S>                                      <C>                     <C>
Liabilities and Stockholders' Equity

Current liabilities:
   Current portion of long-term debt     $     1,085             $     2,835
   Accounts payable                           63,856                  42,081
   Accrued wages and other employee costs     33,757                  25,631
   Other current liabilities                  55,219                  42,959
                                          ----------              ----------

     Total current liabilities               153,917                 113,506

Long-term debt                                11,334                  11,437
Pension and postretirement liabilities        32,508                  31,643
Environmental reserves                         9,822                   9,560
Deferred income taxes                         65,894                  63,734
Other noncurrent liabilities                  10,211                  10,238
                                          ----------              ----------

     Total liabilities                       283,686                 240,118
                                          ----------              ----------

Minority interest in subsidiaries                 24                     208

Stockholders' equity:
   Preferred stock - shares authorized
     4,985,000; none outstanding                   -                       -
   Series A junior participating
     preferred stock - $1.00 par value;
     shares authorized 15,000;
     none outstanding                              -                       -
   Common stock - $.01 par value; shares
     authorized 100,000,000; issued
     40,091,502; outstanding 34,978,567
     in 2004 and 34,276,343 in 2003              401                     401
   Additional paid-in capital, common        255,738                 259,110
   Retained earnings                         693,512                 655,495
   Accumulated other comprehensive loss       (3,360)                 (5,586)
   Treasury common stock, at cost            (87,499)                (94,562)
                                          ----------              ----------

   Total stockholders' equity                858,792                 814,858

Commitments and contingencies (Note 2)             -                       -
                                          ----------              ----------

                                         $ 1,142,502             $ 1,055,184
                                          ==========              ==========

See accompanying notes to consolidated financial statements.
</TABLE>
                                     -8-
<PAGE>
<TABLE>
                          MUELLER INDUSTRIES, INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)
<CAPTION>
                                              For the Six Months Ended
                                         June 26, 2004           June 28, 2003
                                                   (In thousands)
<S>                                      <C>                     <C>
Cash flows from operating activities
   Net income from continuing operations $    45,008             $    13,439
   Reconciliation of net income from
    continuing operations to net cash
    provided by operating activities:
     Depreciation and amortization            20,124                  19,462
     Income tax benefit from exercise
       of stock options                        9,685                       -
     Impairment charge                         3,941                       -
     Equity in loss of unconsolidated
       subsidiaries                            2,740                     404
     (Gain) loss on disposal
       of properties                          (5,143)                    193
     Deferred income taxes                    (1,384)                  4,030
     Minority interest in subsidiaries,
       net of dividends paid                    (184)                   (173)
     Changes in assets and liabilities:
       Receivables                           (59,453)                (30,341)
       Inventories                           (30,774)                  3,073
       Current liabilities                    41,983                   3,293
       Other assets                             (801)                  1,314
       Other liabilities                         634                    (505)
       Other, net                                474                     (52)
                                          ----------              ----------

Net cash provided by operating activities     26,850                  14,137
                                          ----------              ----------

Cash flows from investing activities
   Capital expenditures                       (8,807)                (15,982)
   Proceeds from sales of properties           5,481                     210
   Purchase of Conbraco Industries, Inc.
     common stock                                  -                 (10,806)
   Escrowed IRB proceeds                           -                     449
                                          ----------              ----------

Net cash used in investing activities         (3,326)                (26,129)
                                          ----------              ----------









See accompanying notes to consolidated financial statements.
</TABLE>
                                     -9-
<PAGE>
<TABLE>
                          MUELLER INDUSTRIES, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
                                 (Unaudited)
<CAPTION>
                                              For the Six Months Ended
                                         June 26, 2004           June 28, 2003
                                                   (In thousands)
<S>                                      <C>                     <C>

Cash flows from financing activities
   Dividends paid                        $    (6,991)            $         -
   Acquisition of treasury stock              (9,320)                      -
   Proceeds from the sale of
     treasury stock                            3,326                     244
   Repayments of long-term debt               (1,853)                 (2,045)
                                          ----------              ----------

Net cash used in financing activities        (14,838)                 (1,801)
                                          ----------              ----------

Effect of exchange rate changes on cash          (87)                  3,294
                                          ----------              ----------

Increase (decrease) in cash
   and cash equivalents                        8,599                 (10,499)

Cash provided by discontinued operations           -                     252

Cash and cash equivalents at the
   beginning of the period                   255,088                 217,601
                                          ----------              ----------

Cash and cash equivalents at the
   end of the period                     $   263,687             $   207,354
                                          ==========              ==========




















See accompanying notes to consolidated financial statements.
</TABLE>
                                    -10-
<PAGE>
                          MUELLER INDUSTRIES, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)

General

     Certain information and footnote disclosures normally included in
financial statements prepared in accordance with United States generally
accepted accounting principles have been condensed or omitted.  Results of
operations for the interim periods presented are not necessarily indicative of
results which may be expected for any other interim period or for the year as a
whole.  This Quarterly Report on Form 10-Q should be read in conjunction with
the Company's Annual Report on Form 10-K, including the annual financial
statements incorporated therein.

     The accompanying unaudited interim financial statements include all
adjustments which are, in the opinion of management, necessary to present a
fair statement of the results for the interim periods presented.

Note 1 - Earnings Per Common Share

     Basic per share amounts have been computed based on the average number of
common shares outstanding.  Diluted per share amounts reflect the increase in
average common shares outstanding that would result from the assumed exercise
of outstanding stock options, computed using the treasury stock method.

Note 2 - Commitments and Contingencies

     The Company is subject to normal environmental standards imposed by
federal, state, local, and foreign environmental laws and regulations.  Based
upon information currently available, management believes that the outcome of
pending environmental matters will not materially affect the overall financial
position and results of operations of the Company.

     In addition, the Company is involved in certain litigation as either
plaintiff or defendant as a result of claims that have arisen in the ordinary
course of business which management believes will not have a material effect on
the Company's financial condition or results of operations.

     The Company has guarantees which are letters of credit issued by the
Company generally to guarantee the payment of insurance deductibles, retiree
health benefits, and certain operating costs of a foreign subsidiary.  The
terms of the Company's guarantees are generally one year but are renewable
annually as required.  The maximum potential amount of future payments the
Company could have been required to make under these guarantees at June 26,
2004 was $9.1 million.

     During the second quarter, the Company (1) entered into consulting
agreements with Harvey L. Karp, Chairman of the Board, and William D. O'Hagan,
Chief Executive Officer, and (2) amended Mr. Karp's employment agreement with
the Company.  The amendment to Mr. Karp's employment agreement eliminates the
three-year rolling term of the agreement and imposes a fixed term ending on
December 31, 2007.  The consulting agreements provide for post-employment
consulting services to be provided by Messrs. Karp and O'Hagan for a six-year
period.  During the first four years of the consulting period, an annual
consulting fee equal to two-thirds of each executive's Final Base Compensation
will be payable for the consulting services.  During the final two years of the
consulting period, the annual consulting fee is set at one-third of each
                                    -11-
<PAGE>
Executive's Final Base Compensation.  Final Base Compensation is defined, in
each case, as the lesser of (1) the executive's highest annual cash
compensation (consisting of base salary and annual bonus) during the last three
years of his employment with the Company, or (2) two million dollars.  Each
executive can terminate his consulting agreement with or without Good Reason
(as defined in his consulting agreement) upon thirty days' advance written
notice and the Company may terminate either consulting agreement with or
without Cause (as defined in such consulting agreement) upon thirty days'
advance written notice.  If an executive terminates his consulting relationship
for Good Reason or the Company terminates the consulting relationship without
Cause, such executive will be entitled to receive the remaining amounts due
under his consulting agreement, as if such agreement had continued through the
remainder of the six-year term, in a lump sum, discounted for early lump sum
payment at the Federal Funds rate.  During the consulting period, each
executive agrees not to engage in Competitive Activity (as defined in his
consulting agreement) and will be entitled to receive certain other benefits
from the Company.  The term of Mr. O'Hagan's consulting agreement will commence
upon Mr. O'Hagan's termination of employment by the Company without Cause (as
defined in his current employment agreement) or his voluntary resignation from
employment with the Company for Good Reason (as defined in his current
employment agreement).  The term of Mr. Karp's consulting agreement will
commence on the earlier of January 1, 2008 (the day following the end of his
fixed employment term) or his termination of employment by the Company without
Cause (as defined in his employment agreement) or his voluntary resignation for
Good Reason (as defined in his employment agreement).

Note 3 - Impairment Charge

     During the first quarter of 2004, the Company recognized a $3.9 million
impairment charge related to its subsidiary, Overstreet-Hughes Co., Inc., of
which $2.3 million was goodwill and the remainder was property, plant, and
equipment.  The results of Overstreet-Hughes, a component of the Industrial
Products Division, which manufactures tubular components and assemblies
primarily for the original equipment manufacturer (OEM) air-conditioning
market, have not met expectations.  Initiatives to improve performance have not
been successful.  Furthermore, Overstreet-Hughes' primary customer has
announced the closure of its facility that consumes the majority of Overstreet-
Hughes' output.  Consequently, the Company has reduced its carrying cost in
these long-lived assets to its best estimate of fair value.  This estimate was
determined based on a discounted cash flow method.


















                                    -12-
<PAGE>
Note 4 - Industry Segments

     Summarized segment information is as follows:

<TABLE>
<CAPTION>
                                               For the Quarter Ended
                                         June 26, 2004           June 28, 2003
                                                   (In thousands)
<S>                                      <C>                     <C>
Net sales:
   Standard Products Division            $   278,902             $   178,939
   Industrial Products Division              105,903                  71,585
   Elimination of intersegment sales          (3,983)                 (2,303)
                                          ----------              ----------

                                         $   380,822             $   248,221
                                          ==========              ==========

Operating income:
   Standard Products Division            $    37,184             $    11,877
   Industrial Products Division                6,334                   3,597
   Unallocated expenses                       (4,774)                 (4,011)
                                          ----------              ----------

                                         $    38,744             $    11,463
                                          ==========              ==========

</TABLE>
<TABLE>
<CAPTION>
                                               For the Six Months Ended
                                         June 26, 2004           June 28, 2003
                                                   (In thousands)
<S>                                      <C>                     <C>
Net sales:
   Standard Products Division            $   528,559             $   338,319
   Industrial Products Division              205,681                 146,532
   Elimination of intersegment sales          (7,459)                 (4,608)
                                          ----------              ----------

                                         $   726,781             $   480,243
                                          ==========              ==========

Operating income:
   Standard Products Division            $    62,174             $    18,958
   Industrial Products Division                9,687                   7,648
   Unallocated expenses                       (8,775)                 (8,072)
                                          ----------              ----------

                                         $    63,086             $    18,534
                                          ==========              ==========
</TABLE>





                                     -13-
<PAGE>
Note 5 - Comprehensive Income

     Comprehensive income is as follows:

<TABLE>
<CAPTION>
                                               For the Quarter Ended
                                         June 26, 2004           June 28, 2003
                                                   (In thousands)
<S>                                      <C>                     <C>
Comprehensive income:
   Net income                            $    27,048             $     8,979
   Other comprehensive income (loss):
      Cumulative translation adjustments         228                   4,797
      Change in the fair value
         of derivatives                          182                    (153)
                                          ----------              ----------

                                         $    27,458             $    13,623
                                          ==========              ==========
</TABLE>

<TABLE>
<CAPTION>
                                               For the Six Months Ended
                                         June 26, 2004           June 28, 2003
                                                   (In thousands)
<S>                                      <C>                     <C>
Comprehensive income:
   Net income                            $    45,008             $    12,900
   Other comprehensive income (loss):
      Cumulative translation adjustments       2,189                   5,148
      Change in the fair value
         of derivatives                           37                    (126)
                                          ----------              ----------

                                         $    47,234             $    17,922
                                          ==========              ==========

</TABLE>


















                                     -14-
<PAGE>
Note 6 - Stock-Based Compensation

     The Company accounts for its stock-based compensation plans using the
intrinsic value method prescribed in Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," and related Interpretations.
No stock-based employee compensation expense is reflected in net income
because the exercise price of the Company's incentive employee stock options
equals the market price of the underlying stock on the date of grant.  The
following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" (SFAS No. 123), to stock-based employee compensation.
<TABLE>
<CAPTION>
                                               For the Quarter Ended
                                         June 26, 2004           June 28, 2003
                                        (In thousands, except per share data)
<S>                                      <C>                     <C>
Net income                               $    27,048             $     8,979
SFAS No. 123 compensation
  expense, net of income taxes                  (439)                   (455)
                                          ----------              ----------
SFAS No. 123 pro forma
  net income                             $    26,609             $     8,524
                                          ==========              ==========

Pro forma earnings per share:
   Basic                                 $      0.76             $      0.25
   Diluted                               $      0.72             $      0.23

Earnings per share, as reported:
   Basic                                 $      0.77             $      0.26
   Diluted                               $      0.73             $      0.24
</TABLE>
<TABLE>
<CAPTION>
                                               For the Six Months Ended
                                         June 26, 2004           June 28, 2003
                                        (In thousands, except per share data)
<S>                                      <C>                     <C>
Net income                               $    45,008             $    12,900
SFAS No. 123 compensation
  expense, net of income taxes                  (842)                   (898)
                                          ----------              ----------
SFAS No. 123 pro forma
  net income                             $    44,166             $    12,002
                                          ==========              ==========

Pro forma earnings per share:
   Basic                                 $      1.27             $      0.35
   Diluted                               $      1.20             $      0.33

Earnings per share, as reported:
   Basic                                 $      1.29             $      0.38
   Diluted                               $      1.22             $      0.35
</TABLE>


                                     -15-
<PAGE>
Note 7 - Employee Benefits

     The Company sponsors several qualified and nonqualified pension plans and
other postretirement benefit plans for certain of its employees.  The net
periodic benefit cost is based on estimated values provided by independent
actuaries.  The components of net periodic benefit cost are as follows:
<TABLE>
<CAPTION>
                                               For the Quarter Ended
                                         June 26, 2004          June 28, 2003
                                                    (In thousands)
<S>                                      <C>                     <C>
Pension benefits:
   Service cost                          $       450               $       365
   Interest cost                               1,896                     1,899
   Expected return on plan assets             (2,297)                   (2,006)
   Amortization of prior service cost             99                       123
   Amortization of net loss                      213                       114
                                          ----------                ----------

Net periodic benefit cost                $       361               $       495
                                          ==========                ==========
Other benefits:
   Service cost                          $         1               $         1
   Interest cost                                 174                       213
   Expected return on plan assets                 (2)                       (2)
   Amortization of prior service cost             30                        31
                                          ----------                ----------

Net periodic benefit cost                $       203               $       243
                                          ==========                ==========
</TABLE>
<TABLE>
<CAPTION>
                                               For the Six Months Ended
                                         June 26, 2004          June 28, 2003
                                                    (In thousands)
<S>                                      <C>                     <C>
Pension benefits:
   Service cost                          $       934               $       730
   Interest cost                               3,825                     3,798
   Expected return on plan assets             (4,416)                   (4,012)
   Amortization of prior service cost            187                       246
   Amortization of net loss                      454                       228
                                          ----------                ----------

Net periodic benefit cost                $       984               $       990
                                          ==========                ==========
Other benefits:
   Service cost                          $         2               $         2
   Interest cost                                 348                       426
   Expected return on plan assets                 (4)                       (4)
   Amortization of prior service cost             60                        62
                                          ----------                ----------

Net periodic benefit cost                $       406               $       486
                                          ==========                ==========
</TABLE>
                                     -16-
<PAGE>
     The Company previously disclosed in its financial statements for the year
ended December 27, 2003, that it expected to contribute between $1.0 million
and $1.5 million to its pension plans and approximately $1.0 million to its
other postretirement benefit plans in 2004.  Contributions have been made to
certain pension plans of $0.2 million during the second quarter of 2004, and
$0.5 million in the first half of 2004; contributions have been made to other
postretirement benefit plans of $0.2 million in the second quarter of 2004 ,
and $0.4 million in the first half of 2004.  The impact, if any, of the
Medicare Prescription Drug, Improvement and Modernization Act of 2003 has not
been determined, and as such, has not been recognized in the Consolidated
Financial Statements as of June 26, 2004.

Note 8 - Income Taxes

     The differences between the reported income tax expense and a tax
determined by applying the applicable U.S. federal statutory income tax rate to
income from continuing operations before income taxes for the second quarter
and first half of 2004 include certain valuation allowance adjustments.  Upon
completion of the prior year's federal tax return during the second quarter,
the Company recognized a reduction in the estimated valuation allowance for
foreign tax credit carryforwards by approximately $1.3 million.  During the
first quarter, certain property sales resulted in capital gains allowing the
Company to recognize a reduction of the valuation allowance associated with
capital loss carryforwards by approximately $0.9 million.


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

General Overview

     Mueller Industries, Inc. is a leading manufacturer of copper tube and
fittings; brass and copper alloy rod, bar, and shapes; aluminum and brass
forgings; aluminum and copper impact extrusions; plastic fittings and valves;
refrigeration valves and fittings; and fabricated tubular products.  Mueller's
operations are located throughout the United States, and in Canada, Mexico, and
Great Britain.

     The Company's businesses are managed and organized into two segments:
Standard Products Division (SPD) and Industrial Products Division (IPD).  SPD
manufactures and sells copper tube, copper and plastic fittings, and valves.
Outside of the United States, SPD manufactures and sells copper tube in Europe.
SPD sells these products to wholesalers in the HVAC (heating, ventilation, and
air-conditioning), plumbing, and refrigeration markets, to distributors to the
manufactured housing and recreational vehicle industries, and to building
material retailers.  IPD manufactures and sells brass and copper alloy rod,
bar, and shapes; aluminum and brass forgings; aluminum and copper impact
extrusions; refrigeration valves and fittings; fabricated tubular products; and
gas valves and assemblies.  IPD sells its products primarily to original
equipment manufacturers (OEMs), many of which are in the HVAC, plumbing, and
refrigeration markets.

     New housing starts and commercial construction are important determinants
of the Company's sales to the HVAC, refrigeration and plumbing markets because
the principal end use of a significant portion of the Company's products is in
the construction of single and multi-family housing and commercial buildings.
Repairs and remodeling projects are also important drivers of underlying demand
for these products.
                                     -17-
<PAGE>
     Profitability of certain of the Company's product lines depends upon the
"spreads" between the cost of raw material and the selling prices of its
completed products.  The open market prices for copper cathode and scrap, for
example, influence the selling price of copper tubing, a principal product
manufactured by the Company.  The Company attempts to minimize the effects of
fluctuations in material costs by passing through these costs to its customers.
The Company's earnings and cash flow are dependent upon these spreads that
fluctuate based upon market conditions.

     Earnings and profitability are also subject to market trends such as
substitute products and imports.  Plastic plumbing systems are the primary
substitute product; these products represent an increasing share of
consumption.  Imports of copper tubing from Mexico have increased in recent
years, although U.S. consumption is still predominantly supplied by U.S.
manufacturers.

Results of Operations

     Net income was $27.0 million, or 73 cents per diluted share, for the
second quarter of 2004, compared with net income of $9.0 million, or 24 cents
per diluted share, for the same period of 2003.  Year-to-date, net income was
$45.0 million, or $1.22 per diluted share, compared with net income of $12.9
million, or 35 cents per diluted share, for the same period of 2003.

     During the second quarter of 2004, the Company's net sales were $380.8
million, which compares with net sales of $248.2 million over the same period
of 2003.  Net sales were $726.8 million in the first half of 2004 compared with
$480.2 million in the same period of 2003. The increase in net sales is
attributable to higher selling prices and shipment volumes.   The average price
of copper was approximately 60 percent higher in the first half of 2004
compared with the same period of 2003.  During the second quarter of 2004, the
Company's manufacturing businesses shipped 198.5 million pounds of product
compared to 175.5 million pounds in the same quarter of 2003.  The Company
shipped 396.1 million pounds of product in the first half of 2004 compared with
342.1 million in the same period of 2003.  This increase was broad based
including improvements in most product lines.

     Cost of goods sold increased from $203.5 million in the second quarter of
2003 to $303.7 million in the same period of 2004.  This increase was primarily
attributable to higher material costs partially offset by reductions in per
unit conversion costs.  Gross profit increased to $77.1 million from $44.8
million due primarily to the strength of copper tube volume and spread
improvement.  Inventories valued using the LIFO method totaled $46.9 million at
June 26, 2004 and $34.2 million at December 27, 2003.  At June 26, 2004 and
December 27, 2003, the approximate FIFO cost of such inventories was $70.4
million and $42.0 million, respectively.

     Selling, general, and administrative expense increased to $28.2 million in
the second quarter of 2004 from $23.6 million in the second quarter of 2003.
This increase is due primarily to higher sales and distribution costs related
to higher net sales.

     In the first quarter of 2004, the Company recognized a $3.9 million
impairment charge related to its subsidiary, Overstreet-Hughes Co., Inc., of
which $2.3 million was goodwill and the remainder was property, plant, and
equipment.  The results of Overstreet-Hughes, a component of IPD, which
manufactures tubular components and assemblies primarily for the OEM air-
conditioning market, have not met expectations.  Initiatives to improve
                                     -18-
<PAGE>
performance have not been successful.  Furthermore, Overstreet-Hughes' primary
customer has announced the closure of its facility that consumes the majority
of Overstreet-Hughes' output.  Consequently, the Company has reduced its
carrying cost in these long-lived assets to its best estimate of fair value.
This estimate was determined based on a discounted cash flow method.

     Interest expense for the second quarter of 2004 totaled $0.2 million,
compared with $0.3 million for the same period of 2003.  For the first six
months of 2004, interest expense was $0.4 million compared with $0.6 million
for the same period of 2003.  Total interest in the second quarter and first
half of 2004 decreased due to debt reductions.

     Other income, net was $4.2 million in the first half of 2004 which, in
addition to interest income, included a gain on the sale of land and a
recognized loss on investment.  During the first quarter of 2004, the Company
completed the sale of certain undeveloped land that resulted in recognizing a
gain of $5.2 million.  The proceeds realized from sale were $5.2 million.  Also
during the first quarter of 2004, the Company recognized a $3.3 million loss
related to its equity interest in Conbraco Industries, Inc.  The loss relates
primarily to certain federal income tax audit exposures of Conbraco that were
assessed during the first quarter of 2004; during the second quarter of 2004,
the Internal Revenue Service proposed a settlement offer that Conbraco agreed
to which, if approved, would result in a reduction of the loss recognized for
this matter.  During the second quarter, the Company recognized $0.5 million of
income representing its share in the earnings of the operations of Conbraco for
that period.

     The Company's effective income tax rate for the first half of 2004 was
32.3 percent compared with 33.5 percent for the same period of last year.  The
lower rate in the first half of 2004 is primarily attributable to the
recognition of a capital loss carryforward related to the sale of land that had
a tax basis significantly less than the realized proceeds and recognition of
foreign tax credit carryforwards.

     In 2003, the Company's Consolidated Statement of Income reflected an
operating loss from discontinued operations.  This loss was incurred by Mueller
Europe S.A. for the period the business operated during the first quarter of
2003.

Liquidity and Capital Resources

     Cash provided by operating activities in the first half of 2004 totaled
$26.9 million, which is primarily attributable to net income from continuing
operations, depreciation and amortization, the income tax benefit from the
exercise of stock options, and an increase in liabilities partially offset by
increased receivables and increased inventories. Fluctuations in the cost of
copper and other raw materials affect the Company's liquidity.  Changes in
material costs directly impact components of working capital, primarily
inventories and accounts receivable.  During the first half of 2004, the
average COMEX copper price was approximately $1.23 per pound, which represents
a 60 percent increase over the average price during the first half of 2003.
This rise in the price of cathode has also resulted in sharp increases in the
open market price for copper scrap and, to a lesser extent, the price of brass
scrap.

     During the first half of 2004, cash used for investing activities was $3.3
million, consisting primarily of $8.8 million for capital expenditures reduced
by $5.5 million proceeds from sales of properties.  The Company also used $14.8
                                     -19-
<PAGE>
the acquisition of treasury stock and payment of dividends, partially offset by
the proceeds from stock option exercises.

     During the first quarter of 2004, the Chairman of the Company's Board of
Directors, Mr. Harvey L. Karp, exercised options to purchase 900,000 shares of
Company stock.  As provided in Mr. Karp's option agreement, the Company
withheld the number of shares, at their fair market value, sufficient to cover
the minimum withholding taxes incurred by the exercise.  These shares withheld
have been classified as acquisition of treasury stock on the Company's
Consolidated Statement of Cash Flows.  The income tax benefit of $9.7 million
from the exercise of stock options was recognized as a direct addition to
additional paid-in-capital and, therefore, had no effect on the Company's
earnings.

     The Company has a $150 million unsecured line-of-credit (Credit Facility)
which expires in November 2006.  At June 26, 2004, there were no outstanding
borrowings under the Credit Facility.   Approximately $9.0 million in letters
of credit were backed by the Credit Facility at the end of the quarter.  At
June 26, 2004 the Company's total debt was $12.4 million or 1.4 percent of its
total capitalization.

     Covenants contained in the Company's financing obligations require, among
other things, the maintenance of minimum levels of working capital, tangible
net worth, and debt service coverage ratios.  At June 26, 2004, the Company was
in compliance with all of its debt covenants.

     The Company declared and paid a regular quarterly cash dividend of ten
cents per common share in the first and second quarters of 2004.  Cash
dividends paid aggregated $3.5 million in the first quarter of 2004 and $3.5
million in the second quarter of 2004.  Payment of dividends in the future is
dependent upon the Company's financial condition, cash flows, capital
requirements, earnings, and other factors.

     Management believes that cash provided by operations and currently
available cash of $263.7 million will be adequate to meet the Company's normal
future capital expenditures and operational needs.  The Company's current ratio
was 4.4 to 1 at June 26, 2004.

     There have been no material changes to the contractual obligations
discussed in the Company's December 27, 2003 Form 10-K, except for (1)
consulting agreements with Harvey L. Karp, Chairman of the Board, and William
D. O'Hagan, Chief Executive Officer, and (2) an amendment to Mr. Karp's
employment agreement with the Company.  The amendment to Mr. Karp's employment
agreement eliminates the three-year rolling term of the agreement and imposes a
fixed term ending on December 31, 2007.  The consulting agreements provide for
post-employment consulting services to be provided by Messrs. Karp and O'Hagan
for a six-year period.  During the first four years of the consulting period,
an annual consulting fee equal to two-thirds of each executive's Final Base
Compensation will be payable for the consulting services.  During the final two
years of the consulting period, the annual consulting fee is set at one-third
of each Executive's Final Base Compensation.  Final Base Compensation is
defined, in each case, as the lesser of (1) the executive's highest annual cash
compensation (consisting of base salary and annual bonus) during the last three
years of his employment with the Company, or (2) two million dollars.  Each
executive can terminate his consulting agreement with or without Good Reason
(as defined in his consulting agreement) upon thirty days' advance written
notice and the Company may terminate either consulting agreement with or
without Cause (as defined in such consulting agreement) upon thirty days'
                                     -20-
<PAGE>
advance written notice.  If an executive terminates his consulting relationship
for Good Reason or the Company terminates the consulting relationship without
Cause, such executive will be entitled to receive the remaining amounts due
under his consulting agreement, as if such agreement had continued through the
remainder of the six-year term, in a lump sum, discounted for early lump sum
payment at the Federal Funds rate.  During the consulting period, each
executive agrees not to engage in Competitive Activity (as defined in his
consulting agreement) and will be entitled to receive certain other benefits
from the Company.  The term of Mr. O'Hagan's consulting agreement will commence
upon Mr. O'Hagan's termination of employment by the Company without Cause (as
defined in his current employment agreement) or his voluntary resignation from
employment with the Company for Good Reason (as defined in his current
employment agreement).  The term of Mr. Karp's consulting agreement will
commence on the earlier of January 1, 2008 (the day following the end of his
fixed employment term) or his termination of employment by the Company without
Cause (as defined in his employment agreement) or his voluntary resignation for
Good Reason (as defined in his employment agreement).

     The Company's Board of Directors has authorized the repurchase until
October 2004 of up to ten million shares of the Company's common stock through
open market transactions or through privately negotiated transactions.  The
Company has no obligation to purchase any shares and may cancel, suspend, or
extend the time period for the purchase of shares at any time.  Any purchases
will be funded primarily through existing cash and cash from operations.  The
Company may hold any shares purchased in treasury or use a portion of the
repurchased shares for employee benefit plans, as well as for other corporate
purposes.  Through June 26, 2004, the Company has repurchased approximately 2.4
million shares under this authorization.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     The Company is exposed to market risk from changes in foreign currency
exchange, raw material costs, and energy costs. To reduce such risks, the
Company may periodically use financial instruments. All hedging transactions
are authorized and executed pursuant to policies and procedures. Further, the
Company does not buy or sell financial instruments for trading purposes.

Foreign Currency Exchange Rates

     Foreign currency exposures arising from transactions include firm
commitments and anticipated transactions denominated in a currency other than
an entity's functional currency. The Company and its subsidiaries generally
enter into transactions denominated in their respective functional currencies.
Foreign currency exposures arising from transactions denominated in currencies
other than the functional currency are not material; however, the Company may
utilize certain forward fixed-rate contracts to hedge such transactional
exposures.  Gains and losses with respect to these positions are deferred in
stockholders' equity as a component of comprehensive income and reflected in
earnings upon collection of receivables.  At June 26, 2004, the Company had an
open forward contract to exchange foreign currency totaling approximately $3.6
million.

     The Company's primary foreign currency exposure arises from foreign-
denominated revenues and profits and their translation into U.S. dollars.  The
primary currencies to which the Company is exposed include the Canadian dollar,
the British pound sterling, the Euro, and the Mexican peso. The Company
generally views as long-term its investments in foreign subsidiaries with a

                                     -21-
<PAGE>
functional currency other than the U.S. dollar.  As a result, the Company
generally does not hedge these net investments.

Cost and Availability of Raw Materials and Energy

     Copper and brass represent the largest component of the Company's variable
costs of production. The cost of these materials is subject to global market
fluctuations caused by factors beyond the Company's control.  Significant
increases in the cost of metal, to the extent not reflected in prices for the
Company's finished products, or the lack of availability could materially and
adversely affect the Company's business, results of operations and financial
condition.

     The Company occasionally enters into forward fixed-price arrangements with
certain customers. The Company may utilize forward contracts to hedge risks
associated with forward fixed-price arrangements. The Company may also utilize
forward contracts to manage price risk associated with inventory.  Gains or
losses with respect to these positions are deferred in stockholders' equity as
a component of comprehensive income and reflected in earnings upon the sale of
inventory. Periodic value fluctuations of the contracts generally offset the
value fluctuations of the underlying fixed-price transactions or inventory.
During the second quarter, the Company entered into forward contracts to
purchase approximately $0.7 million of copper.  As of June 26, 2004, the
Company held open forward contracts to purchase approximately $1.8 million of
copper through December 2004.

     Futures contracts may also be used to manage price risk associated with
natural gas purchases.  Gains and losses with respect to these positions are
deferred in stockholders' equity as a component of comprehensive income and
reflected in earnings upon consumption of natural gas.  Periodic value
fluctuations of the contracts generally offset the value fluctuations of the
underlying natural gas prices.  At June 26, 2004, the Company had no open
forward contracts to purchase natural gas.

Item 4.  Controls and Procedures

     The Company maintains disclosure controls and procedures designed to
ensure information required to be disclosed in Company reports filed under the
Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded,
processed, summarized, and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms.  Disclosure controls and
procedures are designed to provide reasonable assurance that information
required to be disclosed in Company reports filed under the Exchange Act is
accumulated and communicated to management, including the Company's Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.

     The Company's management, under the supervision and with the participation
of the Company's Chief Executive Officer and Chief Financial Officer, has
evaluated the effectiveness of the Company's disclosure controls and procedures
as of the end of the period covered by this report.  Based upon that
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the disclosure controls and procedures are effective.

     There were no changes in the Company's internal control over financial
reporting during the Company's fiscal quarter ending June 26, 2004, that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
                                     -22-
<PAGE>
Part II.  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

     On April 29, 2004, the Company held its Annual Meeting of Stockholders at
which two proposals were voted upon:  (i) the election of directors and (ii)
the approval of the appointment of auditors.  The following persons were duly
elected to serve, subject to the Company's Bylaws, as Directors of the Company
until the next Annual Meeting, or until election and qualification of their
successors:

                                    Votes in Favor           Votes Withheld

     Gennaro J. Fulvio               23,342,491                 8,970,237
     Gary S. Gladstein               23,343,517                 8,969,211
     Terry Hermanson                 23,342,647                 8,970,081
     Robert B. Hodes                 18,902,865                13,409,863
     Harvey L. Karp                  22,898,565                 9,414,163
     William D. O'Hagan              23,130,046                 9,182,682

     The proposal to approve the appointment of Ernst & Young LLP as the
Company's auditors was ratified by 31,364,288 votes in favor, 934,734 votes
against, and 13,706 votes abstaining.

     There were no broker non-votes pertaining to these proposals.

Item 5.  Other Information

Competition Matters

     The Company is aware of investigations of competition in markets in which
it participates, or has participated in the past, in Europe, Canada, and the
United States.  On October 21, 2003, the Company was informed that the
investigations of which it was aware in the United States have been closed.  On
September 1, 2003, the European Commission released a statement alleging
infringements in Europe of competition rules by manufacturers of copper tubes
including the Company and businesses in France and England, which it acquired
in 1997.  The Company took the lead in bringing these issues to the attention
of the European Commission and has fully cooperated in the resulting
investigation from its inception.  The Company does not anticipate any material
adverse effect on its business or financial condition as a result of the
European Commission's action or other investigations.

Commerce Department Petition

     On April 7, 2004, two metals-industry groups filed a petition with the
Commerce Department to restrict exports of copper scrap and copper-alloy scrap.
The Commerce Department has 105 days to determine whether to impose temporary
monitoring and export controls and 45 more days to publish final regulations
and effect any possible relief.  The Company is unable to estimate the extent,
if any, that the filing of this petition will affect near-term availability of
scrap or the likelihood that meaningful relief will be obtained.

Labor Relations Update

     The Company's labor contracts with certain bargaining unit employees at
its Port Huron and Marysville, Michigan operations expired on April 1, 2004.

                                     -23-
<PAGE>
Bargaining unit employees continued working under an extension of the expired
contracts.  A three-year contract, effective as of April 2, 2004, was ratified
on May 7, 2004.

     On June 25, 2004, employees at the Company's operations in Brighton,
Michigan voted to seek representation through collective bargaining.
Approximately 160 employees will be represented.

Item 6.  Exhibits and Reports on Form 8-K

    (a)  Exhibits

         10.1   Consulting Agreement, dated June 21, 2004, by and between the
                Registrant and Harvey Karp.

         10.2   Consulting Agreement, dated June 21, 2004, by and between the
                Registrant and William D. O'Hagan.

         10.3   Amendment, dated June 21, 2004, to the Amended and Restated
                Employment Agreement dated as of September 17, 1997, dated June
                21, 2004, by and between the Registrant and Harvey Karp.

         19.1   Mueller Industries, Inc.'s Quarterly Report to Stockholders for
                the quarter ended June 26, 2004.  Such report is being
                furnished for the information of the Securities and Exchange
                Commission only and is not to be deemed filed as part of this
                Quarterly Report on Form 10-Q.

         31.1   Certification of Chief Executive Officer pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002.

         31.2   Certification of Chief Financial Officer pursuant to Section
                302 of the Sarbanes-Oxley Act of 2002.

         32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

         32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C.
                Section 1350, as adopted pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002.

    (b)  During the quarter ended June 26, 2004, the Registrant filed the
         following Current Reports on Form 8-K:

         April 13, 2004:  Item 7. Financial Statements and Exhibits.  Item 12.
         Results of Operations and Financial Condition.  First Quarter Earnings
         Release.

         April 30, 2004:  Item 5. Other Events and Regulation FD Disclosure.
         Item 7. Financial Statements and Exhibits.  Press Release:
         Declaration of a Dividend.

Items 1, 2, and 3 are not applicable and have been omitted.




                                     -24-
<PAGE>
                                  SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on July
16, 2004.




                                       MUELLER INDUSTRIES, INC.


                                       /s/ Kent A. McKee
                                       Kent A. McKee
                                       Vice President and
                                       Chief Financial Officer


                                       /s/ Richard W. Corman
                                       Richard W. Corman
                                       Corporate Controller



































                                     -25-
<PAGE>
                                EXHIBIT INDEX

Exhibits      Description

10.1          Consulting Agreement, dated June 21, 2004, by and between the
              Registrant and Harvey Karp.

10.2          Consulting Agreement, dated June 21, 2004, by and between the
              Registrant and William D. O'Hagan.

10.3          Amendment, dated June 21, 2004, to the Amended and Restated
              Employment Agreement dated as of September 17, 1997, by and
              between the Registrant and Harvey Karp.

19.1          Mueller Industries, Inc.'s Quarterly Report to Stockholders for
              the quarter ended June 26, 2004.  Such report is being furnished
              for the information of the Securities and Exchange Commission
              only and is not to be deemed filed as part of this Quarterly
              Report on Form 10-Q.

31.1          Certification of Chief Executive Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.

31.2          Certification of Chief Financial Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.

32.1          Certification of Chief Executive Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.

32.2          Certification of Chief Financial Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.





























</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex101.txt
<DESCRIPTION>HARVEY KARP CONSULTING AGREEMENT
<TEXT>
<PAGE>

                                                                  Exhibit 10.1

                             CONSULTING AGREEMENT

     This CONSULTING AGREEMENT,(the "Agreement"), is made by and between
MUELLER INDUSTRIES, INC., a Delaware corporation having its principal
address at 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125 (the
"Company"), and HARVEY KARP, an individual residing at West End Road, (P.O.
Box 30) East Hampton, New York 11937 (the "Executive").

                             W I T N E S S E T H:

     WHEREAS, the Executive is currently employed with the Company pursuant
to an Amended and Restated Employment Agreement, effective as of September
17, 1997, and amended as of even date herewith (the "Employment Agreement"),
and the Company desires to retain the Executive to provide certain
consulting services to the Company following termination of his employment;

     NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the Executive and the Company hereby agree as follows:

     1.     Effective Date.

     This Agreement shall become effective (the "Effective Date") upon the
earliest of (i) January 1, 2008, (ii) termination of Executive's employment
by the Company without Cause (as defined in the Employment Agreement), (iii)
termination of Executive's employment upon a Change in Control (as provided
in Section 4(g) of the Employment Agreement), or (iv) resignation by the
Executive for Good Reason (as defined in the Employment Agreement), and
provided that the Executive's employment has not been terminated by the
Company for Cause or on account of Executive's death or permanent
disability.

     2.     Appointment as Independent Consultant.

     On the Effective Date, Executive shall be appointed as an independent
consultant and advisor to the Company.  As an independent consultant and
advisor to the Company, the Executive shall be available upon reasonable
notice given by the Company to consult with and advise the Company on
matters within his expertise and for which he had responsibility for during
his employment with the Company, provided that the Executive shall not be
required to devote more than 20 hours per month to such consulting services
during the first four (4) years of the Consulting Period (as defined below)
and not more than 10 hours per month to such consulting services during the
last two years of the Consulting Period.  Executive shall not be required to
render consulting services from any particular location and shall not be
required to travel or be present at the Company's principal offices.

     3.     Consulting Period.

     The Executive shall be available to provide the consulting and advisory
services set forth in Section 1 above for a period commencing on the
Effective Date and ending on the sixth anniversary of the Effective Date
(the "Consulting Period").



                                      -1-
<PAGE>

     4.     Consulting Fee and Benefits.

     a.     As compensation for the Executive's consulting and advisory
services during the Consulting Period, the Company shall pay the Executive
as follows:

          (i)     for each of the first four (4) years of the Consulting
     Period, an annual consulting fee equal to two-thirds of the Executive's
     Final Base Compensation, which shall be defined as the lesser of (i) the
     Executive's highest annual cash compensation (consisting of base salary
     and annual bonus) during the last three years of his employment with the
     Company or (ii) $2 million;

          (ii)    for each of the final two (2) years of the Consulting
     Period, an annual consulting fee equal to one-third of the Final Base
     Compensation; and

          (iii)   such consulting fee shall be paid in equal installments in
     accordance with the normal payroll practices of the Company, but not
     less frequently than monthly.

     b.     The Executive shall be entitled to reimbursement for reasonable
business and travel expenses incurred in the performance of his duties in
accordance with the Company's normal reimbursement practices.

     c.     During the Consulting Period, the Company shall provide the same
health, major medical, hospitalization and dental insurance coverage to the
Executive as is generally made available to the other executive officers of
the Company from time to time and on the same terms as made available to
such executive officers, including any Company-paid premiums.
Alternatively, in the event that such coverage is not permissible under the
Company's insurance policies, the Company shall pay to the Executive on a
monthly basis a cash amount equal to the amount necessary for Executive to
obtain private insurance coverage having substantially equivalent terms.

     d.     During the Consulting Period, the Company shall continue to
provide the Executive with his current office space in New York City (or
such other comparable office space anywhere in the United States designated
by and acceptable to the Executive) and a full-time secretary of his
choosing.  The Executive shall continue to have access to the Company's
private airplane on the same basis available to him while he was employed by
the Company, provided Executive reimburses the Company for any personal use
of such airplane at the valuation rate set forth in Treasury Regulation
1.61-21(g).

     5.     Termination of the Consulting Relationship.

     a.     The Executive may terminate his consulting and advisory
relationship with the Company hereunder, with or without Good Reason, upon
thirty (30) days' advance written notice to the Company.  The Company may
terminate the Executive's consulting and advisory relationship with the
Company hereunder, with or without Cause, upon thirty (30) days' advance
written notice to the Executive.




                                      -2-
<PAGE>

     b.     The Company shall have Cause to terminate the Executive's
consulting and advisory relationship with the Company hereunder upon (i) the
Executive's willful and continued failure to substantially perform his
obligations hereunder, (ii) the engaging by the Executive in willful
misconduct which is demonstrably and materially injurious to the Company, or
(iii) the Executive's conviction of a felony for a crime of moral turpitude.
For purposes of this Section 5.b., no act, or failure to act, on the
Executive's part shall be considered "willful" unless done, or omitted to be
done, by him not in good faith and without reasonable belief that his action
or omission was in the best interest of the Company.  The Executive's
consulting and advisory relationship may not be terminated for Cause in the
case of actions or omissions described in clauses (i) or (ii) of this
Section 5.b. unless the Company shall have given the Executive an
opportunity to cure any such actions or omissions during the 30-day period
after the Executive's receipt of written notice.

     c.     The Executive shall have Good Reason to terminate his consulting
and advisory relationship with the Company hereunder upon any breach of this
Agreement by the Company, other than an immaterial, isolated and inadvertent
breach which did not occur in bad faith and is cured by the Company within
10 days of notice thereof from the Executive.

     d.     Upon the Company's termination of Executive's consulting and
advisory relationship by the Company hereunder for Cause or by the Executive
without Good Reason, neither the Executive nor the Company shall have any
further obligations hereunder.

     e.     If the Company terminates the Executive's consulting and
advisory relationship hereunder without Cause, or if the Executive
terminates such relationship for Good Reason, the Company shall immediately
pay to the Executive, in a single lump sum, the Lump Sum Severance Amount
(as defined below).  The Lump Sum Severance Amount shall be equal to an
amount that would result in the Full Severance Amount (as defined below) at
the end of the Remaining Term (as defined below), assuming such Lump Sum
Severance Amount received a rate-of-return over the course of the Remaining
Term equal to the Federal Funds Rate, as set by the Federal Open Market
Committee of the Federal Reserve Board, effective on the date of such
termination.  The Full Severance Amount shall be an amount equal to the
balance of all amounts which would have been payable to the Executive
(determined under Section 4(a)) for the remaining term of the Consulting
Period had such relationship not been so terminated (the "Remaining Term").
In addition, the Company shall provide the benefits described under Section
4(c) for the Remaining Term.

     6.     Noncompetition.

     During the Consulting Period, the Executive shall not, without the
Company's consent, directly or indirectly engage in any Competitive Activity
(as defined below).  "Competitive Activity" shall mean the participation in
or becoming an employee, director, officer, consultant, independent
contractor or advisor of or to, or otherwise providing services to any
business, partnership, firm, association, corporation or other entity which
conducts business that is the same as or substantially similar to and is or




                                      -3-
<PAGE>

would be competitive with the business of the Company at the time.  Nothing
herein, however, shall prohibit Executive from acquiring or holding any
issue of stock or securities of any business, individual, partnership, firm,
or corporation (collectively "Entity") which has any securities listed on a
national securities exchange or quoted in the daily listing of over-the-
counter market securities, provided that at any one time he and members of
his immediate family do not own more than five percent of the voting
securities of any such Entity.

     7.     Notices.

     Any notice or other communication hereunder shall be made in writing by
hand-delivery or telecopier (and, if by telecopier, followed by a copy
either delivered by hand within three days thereafter or sent by registered
first-class mail on the next business day) and shall be deemed to have been
delivered and received when delivered by hand, if personally delivered, or
when transmission is confirmed, if telecopied, as follows:  (a) if to the
Executive at the address shown at the beginning of this Agreement and at the
following telecopier numbers:  (631) 329-8046 and (212) 984-2480 or to such
other person(s) or address(es) or telecopier number(s) as the Executive
shall have furnished to the Company in writing, and (b) if to the Company at
the address shown at the beginning of this Agreement and at the following
telecopier number:  (901) 753-3251, attention of the Board of Directors,
with copies to the Company at the same address, Attention:  General Counsel,
and to Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York
10019, Attention:  Robert B. Hodes, Esq., telecopier number (212) 728-8111,
or to such other person(s) or address(es) or telecopier number(s) as such
persons or the Company shall have furnished to the Executive in writing.

     8.     Certain Additional Payments by the Employer.

     a.     Anything in this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment, distribution, waiver of
Company rights, acceleration of vesting of any stock options or restricted
stock, or any other payment or benefit in the nature of compensation to or
for the benefit of the Executive, alone or in combination (whether such
payment, distribution, waiver, acceleration or other benefit is made
pursuant to the terms of this Agreement or any other agreement, plan or
arrangement providing payments or benefits in the nature of compensation to
or for the benefit of the Executive, but determined without regard to any
additional payments required under this Section 8) (a "Payment") would be
subject to the excise tax imposed by Section 4999 of the Code (or any
successor provision) or any interest or penalties are incurred by the
Executive with respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter collectively referred to as
the "Excise Tax"), then the Executive shall be entitled to receive an
additional payment (a "Gross-Up Payment") in an amount such that after
payment by the Executive of all taxes with respect to the Gross-Up Payment
(including any interest or penalties imposed with respect to such taxes),
including, without limitation, any income taxes (and any interest and
penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.




                                      -4-
<PAGE>

     b.     Subject to the provisions of Section 8(c), all determinations
required to be made under this Section 8, including whether and when a
Gross-Up Payment is required and the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made
by the nationally recognized accounting firm then auditing the accounts of
the Company (the "Accounting Firm") which shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days
of the receipt of notice from the Executive that there has been a Payment,
or such earlier time as is requested by the Company.  In the event that the
Accounting Firm is unwilling or unable to perform its obligations pursuant
to this Section 8, the Executive shall appoint another nationally recognized
accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to hereunder as the Accounting Firm).
All fees and expenses of the Accounting Firm shall be borne solely by the
Company.  Any Gross-Up Payment, determined pursuant to this Section 8, shall
be paid by the Company to the Executive within five days of the receipt of
the Accounting Firm's determination.  Any determination by the Accounting
Firm shall be binding upon the Company and the Executive.  The parties
hereto acknowledge that, as a result of the potential uncertainty in the
application of Section 4999 of the Code (or any successor provision) at the
time of the initial determination by the Accounting Firm hereunder, it is
possible that the Company will not have made Gross-Up Payments which should
have been made consistent with the calculations required to be made
hereunder (an "Underpayment").  In the event that the Employer exhausts its
remedies pursuant to Section 8(c) and the Executive thereafter is required
to make a payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred and any such Underpayment shall
be promptly paid by the Company to or for the benefit of the Executive.

     c.     The Executive shall notify the Company in writing of any claim
by the Internal Revenue Service that, if successful, would require the
payment by the Company of the Gross-Up Payment.  Such notification shall be
given as soon as practicable but no later than 20 business days after the
Executive is informed in writing of such claim and shall apprise the Company
of the nature of such claim and the date on which such claim is requested to
be paid.  The Executive shall not pay such claim prior to the expiration of
the 30-day period following the date on which he gives such notice to the
Company (or such shorter period ending on the date that any payment of taxes
with respect to such claim is due).  If the Company notifies the Executive
in writing prior to the expiration of such period that it desires to contest
such claim, the Executive shall:

          (i)     give the Company any information reasonably requested by
     the Company relating to such claim,

          (ii)    take such action in connection with contesting such claim
     as the Company shall reasonably request in writing from time to time,
     including, without limitation, accepting legal representation with
     respect to such claim by an attorney reasonably selected by the
     Company,

          (iii)   cooperate with the Company in good faith in order
     effectively to contest  such claim,

          (iv)    permit the Company to participate in any proceedings
     relating to such claim;

                                      -5-
<PAGE>

provided, however, that the Company shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses.  Without limiting the
foregoing provisions of this Section 8(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option,
may pursue or forgo any and all administrative appeals, proceedings,
hearings and conferences with the taxing authority in respect of such claim
and may, at its sole option, either direct the Executive to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner,
and the Executive agrees to prosecute such contest to a determination before
any administrative tribunal, in a court of initial jurisdiction and in one
or more appellate courts, as the Company shall determine; provided, however,
that if the Company directs the Executive to pay such claim and sue for a
refund, the Company shall advance the amount of such payment to the
Executive, on an interest-free basis, and shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect
to such advance or with respect to any imputed income with respect to such
advance; and further provided that any extension of the statute of
limitations relating to payment of taxes for the taxable year of the
Executive with respect to which such contested amount is claimed to be due
is limited solely to such contested amount.  Furthermore, the Company's
control of the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and the Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.

     d.     If, after the receipt by the Executive of an amount advanced by
the Company pursuant to Section 8(c), the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall (subject
to the Company's complying with the requirements of Section 8(c)) promptly
pay to the Company the amount of such refund (together with any interest
paid or credited thereon after taxes applicable thereto).  If, after the
receipt by the Executive of an amount advanced by the Company pursuant to
Section 8(c), a determination is made that the Executive shall not be
entitled to any refund with respect to such claim and the Company does not
notify the Executive in writing of its intent to contest such denial of
refund prior to the expiration of 30 days after such determination, then
such advance shall be forgiven and shall not be required to be repaid and
the amount of such advance shall offset, to the extent thereof, the amount
of Gross-Up Payment required to be paid.

     9.     Assignability.

     This Agreement shall not be assignable by the Company but shall be
binding upon and inure to the benefit of any successors to all or
substantially all of the business or assets of the Company.  The Company
shall require any such successor to expressly assume in writing all
obligations of the Company hereunder.  This Agreement shall not be
assignable by the Executive, but it shall inure to the benefit of, the
Executive's heirs, executors, administrators and legal representatives.



                                      -6-
<PAGE>

     10.    Entire Agreement.

     This Agreement represents the entire agreement with respect to the
subject matter described herein, provided that nothing in this Agreement
shall adversely affect the rights of the parties under the Employment
Agreement.

     11.    Waivers, Amendments and Further Agreements.

     Neither this Agreement nor any term or condition hereof, including
without limitation the terms and conditions of this Section 11, may be
waived, modified or amended in whole or in part as against the Company or
the Executive except by written instrument executed by each of the parties
expressly stating that it is intended to operate as a waiver, modification
or amendment of this Agreement or the applicable term or condition hereof.
Each of the parties hereto agrees to execute all such further instruments
and documents and to take all such further action as the other party may
reasonably require in order to effectuate the terms and purposes of this
Agreement.

     12.    Severability.

     In case one or more of the provisions contained in this Agreement shall
be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby.

     13.    Governing Law.

     This Agreement shall be governed by and construed and enforced in
accordance with the law of the State of New York, without regard to the
principles of conflicts of law thereof.

     14.    Arbitration; Legal Fees.

     Any dispute, controversy or claim arising out of or relating to this
Agreement or the breach thereof shall be finally settled by arbitration by a
single arbitrator in accordance with the rules then in effect of the
American Arbitration Association in an arbitration in New York, New York.
Judgment upon an award rendered by the arbitrator may be entered in any
court of competent jurisdiction.  To the extent that the Executive
prosecutes or defends, whether by arbitration or through a judicial
proceeding, a dispute, controversy or claim relating to this Agreement which
results in a judgment, award or settlement in the Executive's favor in any
material respect, the Company shall reimburse the Executive for all
reasonable fees and costs (including legal fees) incurred by the Executive
in such successful prosecution or defense.

     15.    Headings.

     The headings in this Agreement are solely for convenience of reference
and shall be given no effect in the construction or interpretation of this
Agreement.




                                      -7-
<PAGE>

     16.    Counterparts.

     This Agreement may be executed in counterparts each of which shall be
deemed an original but which together shall constitute one and the same
instrument

     IN WITNESS WHEREOF, the parties have executed or caused to be executed
this Agreement as of the date indicated below.

                                       MUELLER INDUSTRIES, INC.

                                       By:/s/William D. O'Hagan
                                       Name: William D. O'Hagan
                                       Title: Chief Executive Officer
                                       Date: June 21, 2004

                                       /s/Harvey L. Karp
                                       Harvey Karp
                                       Date: June 21, 2004





































                                      -8-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex102.txt
<DESCRIPTION>WILLIAM D. O'HAGAN CONSULTING AGREEMENT
<TEXT>
<PAGE>

                                                                Exhibit 10.2

                            CONSULTING AGREEMENT

     This CONSULTING AGREEMENT,(the "Agreement"), is made by and between
MUELLER INDUSTRIES, INC., a Delaware corporation having its principal address
at 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125 (the
"Company"), and WILLIAM D. O'HAGAN, an individual residing at 8648 Southwind
Drive, Memphis, TN 38125 (the "Executive").

                            W I T N E S S E T H:

     WHEREAS, the Executive is currently employed with the Company pursuant
to an Amended and Restated Employment Agreement, effective as of September
17, 1997, amended as of May 12, 2000 (the "Employment Agreement"), and the
Company desires to retain the Executive to provide certain consulting
services to the Company following termination of his employment;

     NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the Executive and the Company hereby agree as follows:

     1.     Effective Date.

     This Agreement shall become effective (the "Effective Date") upon the
earliest of (i) termination of Executive's employment by the Company without
Cause (as defined in the Employment Agreement), (ii) termination of
Executive's employment upon a Change in Control (as provided in Section 4 of
the Employment Agreement), or (iii) resignation by the Executive for Good
Reason (as defined in the Employment Agreement), and provided that the
Executive's employment has not been terminated by the Company for Cause or on
account of Executive's death or permanent disability.

     2.     Appointment as Independent Consultant.

     On the Effective Date, Executive shall be appointed as an independent
consultant and advisor to the Company.  As an independent consultant and
advisor to the Company, the Executive shall be available upon reasonable
notice given by the Company to consult with and advise the Company on matters
within his expertise and for which he had responsibility for during his
employment with the Company, provided that the Executive shall not be
required to devote more than 20 hours per month to such consulting services
during the first four (4) years of the Consulting Period (as defined below)
and not more than 10 hours per month to such consulting services during the
last two years of the Consulting Period.  Executive shall not be required to
render consulting services from any particular location and shall not be
required to travel or be present at the Company's principal offices.

     3.     Consulting Period.

     The Executive shall be available to provide the consulting and advisory
services set forth in Section 1 above for a period commencing on the
Effective Date and ending on the sixth anniversary of the Effective Date (the
"Consulting Period").




                                      -1-
<PAGE>

     4.     Consulting Fee and Benefits.

     a.     As compensation for the Executive's consulting and advisory
services during the Consulting Period, the Company shall pay the Executive as
follows:

          (i)     for each of the first four (4) years of the Consulting
     Period, an annual consulting fee equal to two-thirds of the Executive's
     Final Base Compensation, which shall be defined as the lesser of (i) the
     Executive's highest annual cash compensation (consisting of base salary
     and annual bonus) during the last three years of his employment with the
     Company or (ii) $2 million;

          (ii)    for each of the final two (2) years of the Consulting
     Period, an annual consulting fee equal to one-third of the Final Base
     Compensation; and

          (iii)   such consulting fee shall be paid in equal installments in
     accordance with the normal payroll practices of the Company, but not
     less frequently than monthly.

     b.     The Executive shall be entitled to reimbursement for reasonable
business and travel expenses incurred in the performance of his duties in
accordance with the Company's normal reimbursement practices.

     c.     During the Consulting Period, the Company shall provide the same
health, major medical, hospitalization and dental insurance coverage to the
Executive as is generally made available to the other executive officers of
the Company from time to time and on the same terms as made available to such
executive officers, including any Company-paid premiums.  Alternatively, in
the event that such coverage is not permissible under the Company's insurance
policies, the Company shall pay to the Executive on a monthly basis a cash
amount equal to the amount necessary for Executive to obtain private
insurance coverage having substantially equivalent terms.

     d.     During the Consulting Period, the Company shall continue to
provide the Executive with his current office space in Memphis, Tennessee (or
such other comparable office space anywhere in the United States designated
by and acceptable to the Executive) and a full-time secretary of his
choosing.  The Executive shall continue to have access to the Company's
private airplane on the same basis available to him while he was employed by
the Company, provided Executive reimburses the Company for any personal use
of such airplane at the valuation rate set forth in Treasury Regulation 1.61-
21(g).

     5.     Termination of the Consulting Relationship.

     a.     The Executive may terminate his consulting and advisory
relationship with the Company hereunder, with or without Good Reason, upon
thirty (30) days' advance written notice to the Company.  The Company may
terminate the Executive's consulting and advisory relationship with the
Company hereunder, with or without Cause, upon thirty (30) days' advance
written notice to the Executive.




                                      -2-
<PAGE>

     b.     The Company shall have Cause to terminate the Executive's
consulting and advisory relationship with the Company hereunder upon (i) the
Executive's willful and continued failure to substantially perform his
obligations hereunder, (ii) the engaging by the Executive in willful
misconduct which is demonstrably and materially injurious to the Company, or
(iii) the Executive's conviction of a felony for a crime of moral turpitude.
For purposes of this Section 5.b., no act, or failure to act, on the
Executive's part shall be considered "willful" unless done, or omitted to be
done, by him not in good faith and without reasonable belief that his action
or omission was in the best interest of the Company.  The Executive's
consulting and advisory relationship may not be terminated for Cause in the
case of actions or omissions described in clauses (i) or (ii) of this Section
5.b. unless the Company shall have given the Executive an opportunity to cure
any such actions or omissions during the 30-day period after the Executive's
receipt of written notice.

     c.     The Executive shall have Good Reason to terminate his consulting
and advisory relationship with the Company hereunder upon any breach of this
Agreement by the Company, other than an immaterial, isolated and inadvertent
breach which did not occur in bad faith and is cured by the Company within 10
days of notice thereof from the Executive.

     d.     Upon the Company's termination of Executive's consulting and
advisory relationship by the Company hereunder for Cause or by the Executive
without Good Reason, neither the Executive nor the Company shall have any
further obligations hereunder.

     e.     If the Company terminates the Executive's consulting and advisory
relationship hereunder without Cause, or if the Executive terminates such
relationship for Good Reason, the Company shall immediately pay to the
Executive, in a single lump sum, the Lump Sum Severance Amount (as defined
below).  The Lump Sum Severance Amount shall be equal to an amount that would
result in the Full Severance Amount (as defined below) at the end of the
Remaining Term (as defined below), assuming such Lump Sum Severance Amount
received a rate-of-return over the course of the Remaining Term equal to the
Federal Funds Rate, as set by the Federal Open Market Committee of the
Federal Reserve Board, effective on the date of such termination.  The Full
Severance Amount shall be an amount equal to the balance of all amounts which
would have been payable to the Executive (determined under Section 4(a)) for
the remaining term of the Consulting Period had such relationship not been so
terminated (the "Remaining Term").  In addition, the Company shall provide
the benefits described under Section 4(c) for the Remaining Term.

     6.     Noncompetition.

     During the Consulting Period, the Executive shall not, without the
Company's consent, directly or indirectly engage in any Competitive Activity
(as defined below).  "Competitive Activity" shall mean the participation in
or becoming an employee, director, officer, consultant, independent
contractor or advisor of or to, or otherwise providing services to any
business, partnership, firm, association, corporation or other entity which
conducts business that is the same as or substantially similar to and is or





                                      -3-
<PAGE>

would be competitive with the business of the Company at the time.  Nothing
herein, however, shall prohibit Executive from acquiring or holding any issue
of stock or securities of any business, individual, partnership, firm, or
corporation (collectively "Entity") which has any securities listed on a
national securities exchange or quoted in the daily listing of over-the-
counter market securities, provided that at any one time he and members of
his immediate family do not own more than five percent of the voting
securities of any such Entity.

     7.     Notices.

     Any notice or other communication hereunder shall be made in writing by
hand-delivery or telecopier (and, if by telecopier, followed by a copy either
delivered by hand within three days thereafter or sent by registered first-
class mail on the next business day) and shall be deemed to have been
delivered and received when delivered by hand, if personally delivered, or
when transmission is confirmed, if telecopied, as follows:  (a) if to the
Executive at the address shown at the beginning of this Agreement and at the
following telecopier number:  (561) 748-0797 or to such other person(s) or
address(es) or telecopier number(s) as the Executive shall have furnished to
the Company in writing, and (b) if to the Company at the address shown at the
beginning of this Agreement and at the following telecopier number:  (901)
753-3251, attention of the Board of Directors, with copies to the Company at
the same address, Attention:  General Counsel, and to Willkie Farr &
Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, Attention:
Robert B. Hodes, Esq., telecopier number (212) 728-8111, or to such other
person(s) or address(es) or telecopier number(s) as such persons or the
Company shall have furnished to the Executive in writing.

     8.     Certain Additional Payments by the Employer.

     a.     Anything in this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment, distribution, waiver of
Company rights, acceleration of vesting of any stock options or restricted
stock, or any other payment or benefit in the nature of compensation to or
for the benefit of the Executive, alone or in combination (whether such
payment, distribution, waiver, acceleration or other benefit is made pursuant
to the terms of this Agreement or any other agreement, plan or arrangement
providing payments or benefits in the nature of compensation to or for the
benefit of the Executive, but determined without regard to any additional
payments required under this Section 8) (a "Payment") would be subject to the
excise tax imposed by Section 4999 of the Code (or any successor provision)
or any interest or penalties are incurred by the Executive with respect to
such excise tax (such excise tax, together with any such interest and
penalties, are hereinafter collectively referred to as the "Excise Tax"),
then the Executive shall be entitled to receive an additional payment (a
"Gross-Up Payment") in an amount such that after payment by the Executive of
all taxes with respect to the Gross-Up Payment (including any interest or
penalties imposed with respect to such taxes), including, without limitation,
any income taxes (and any interest and penalties imposed with respect
thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed
upon the Payments.




                                      -4-
<PAGE>

     b.     Subject to the provisions of Section 8(c), all determinations
required to be made under this Section 8, including whether and when a Gross-
Up Payment is required and the amount of such Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, shall be made
by the nationally recognized accounting firm then auditing the accounts of
the Company (the "Accounting Firm") which shall provide detailed supporting
calculations both to the Company and the Executive within 15 business days of
the receipt of notice from the Executive that there has been a Payment, or
such earlier time as is requested by the Company.  In the event that the
Accounting Firm is unwilling or unable to perform its obligations pursuant to
this Section 8, the Executive shall appoint another nationally recognized
accounting firm to make the determinations required hereunder (which
accounting firm shall then be referred to hereunder as the Accounting Firm).
All fees and expenses of the Accounting Firm shall be borne solely by the
Company.  Any Gross-Up Payment, determined pursuant to this Section 8, shall
be paid by the Company to the Executive within five days of the receipt of
the Accounting Firm's determination.  Any determination by the Accounting
Firm shall be binding upon the Company and the Executive.  The parties hereto
acknowledge that, as a result of the potential uncertainty in the application
of Section 4999 of the Code (or any successor provision) at the time of the
initial determination by the Accounting Firm hereunder, it is possible that
the Company will not have made Gross-Up Payments which should have been made
consistent with the calculations required to be made hereunder (an
"Underpayment").  In the event that the Employer exhausts its remedies
pursuant to Section 8(c) and the Executive thereafter is required to make a
payment of any Excise Tax, the Accounting Firm shall determine the amount of
the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive.

     c.     The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment
by the Company of the Gross-Up Payment.  Such notification shall be given as
soon as practicable but no later than 20 business days after the Executive is
informed in writing of such claim and shall apprise the Company of the nature
of such claim and the date on which such claim is requested to be paid.  The
Executive shall not pay such claim prior to the expiration of the 30-day
period following the date on which he gives such notice to the Company (or
such shorter period ending on the date that any payment of taxes with respect
to such claim is due).  If the Company notifies the Executive in writing
prior to the expiration of such period that it desires to contest such claim,
the Executive shall:

          (i)     give the Company any information reasonably requested by
     the Company relating to such claim,

          (ii)    take such action in connection with contesting such claim
     as the Company shall reasonably request in writing from time to time,
     including, without limitation, accepting legal representation with
     respect to such claim by an attorney reasonably selected by the Company,

          (iii)   cooperate with the Company in good faith in order
     effectively to contest such claim, and

          (iv)    permit the Company to participate in any proceedings
     relating to such claim;


                                      -5-
<PAGE>

provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation
and payment of costs and expenses.  Without limiting the foregoing provisions
of this Section 8(c), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with
the taxing authority in respect of such claim and may, at its sole option,
either direct the Executive to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and the Executive agrees to
prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as
the Company shall determine; provided, however, that if the Company directs
the Executive to pay such claim and sue for a refund, the Company shall
advance the amount of such payment to the Executive, on an interest-free
basis, and shall indemnify and hold the Executive harmless, on an after-tax
basis, from any Excise Tax or income tax (including interest or penalties
with respect thereto) imposed with respect to such advance or with respect to
any imputed income with respect to such advance; and further provided that
any extension of the statute of limitations relating to payment of taxes for
the taxable year of the Executive with respect to which such contested amount
is claimed to be due is limited solely to such contested amount.
Furthermore, the Company's control of the contest shall be limited to issues
with respect to which a Gross-Up Payment would be payable hereunder and the
Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.

     d.     If, after the receipt by the Executive of an amount advanced by
the Company pursuant to Section 8(c), the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall (subject
to the Company's complying with the requirements of Section 8(c)) promptly
pay to the Company the amount of such refund (together with any interest paid
or credited thereon after taxes applicable thereto).  If, after the receipt
by the Executive of an amount advanced by the Company pursuant to Section
8(c), a determination is made that the Executive shall not be entitled to any
refund with respect to such claim and the Company does not notify the
Executive in writing of its intent to contest such denial of refund prior to
the expiration of 30 days after such determination, then such advance shall
be forgiven and shall not be required to be repaid and the amount of such
advance shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.

     9.     Assignability.

     This Agreement shall not be assignable by the Company but shall be
binding upon and inure to the benefit of any successors to all or
substantially all of the business or assets of the Company.  The Company
shall require any such successor to expressly assume in writing all
obligations of the Company hereunder.  This Agreement shall not be assignable
by the Executive, but it shall inure to the benefit of, the Executive's
heirs, executors, administrators and legal representatives.



                                      -6-
<PAGE>

     10.    Entire Agreement.

     This Agreement represents the entire agreement with respect to the
subject matter described herein, provided that nothing in this Agreement
shall adversely affect the rights of the parties under the Employment
Agreement.

     11.    Waivers, Amendments and Further Agreements.

     Neither this Agreement nor any term or condition hereof, including
without limitation the terms and conditions of this Section 11, may be
waived, modified or amended in whole or in part as against the Company or the
Executive except by written instrument executed by each of the parties
expressly stating that it is intended to operate as a waiver, modification or
amendment of this Agreement or the applicable term or condition hereof.  Each
of the parties hereto agrees to execute all such further instruments and
documents and to take all such further action as the other party may
reasonably require in order to effectuate the terms and purposes of this
Agreement.

     12.    Severability.

     In case one or more of the provisions contained in this Agreement shall
be or become invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby.

     13.    Governing Law.

     This Agreement shall be governed by and construed and enforced in
accordance with the law of the State of  Tennessee, without regard to the
principles of conflicts of law thereof.

     14.    Arbitration; Legal Fees.

     Any dispute, controversy or claim arising out of or relating to this
Agreement or the breach thereof shall be finally settled by arbitration by a
single arbitrator in accordance with the rules then in effect of the American
Arbitration Association in an arbitration in Memphis, Tennessee.  Judgment
upon an award rendered by the arbitrator may be entered in any court of
competent jurisdiction.  To the extent that the Executive prosecutes or
defends, whether by arbitration or through a judicial proceeding, a dispute,
controversy or claim relating to this Agreement which results in a judgment,
award or settlement in the Executive's favor in any material respect, the
Company shall reimburse the Executive for all reasonable fees and costs
(including legal fees) incurred by the Executive in such successful
prosecution or defense.

     15.    Headings.

     The headings in this Agreement are solely for convenience of reference
and shall be given no effect in the construction or interpretation of this
Agreement.




                                      -7-
<PAGE>

     16.    Counterparts.

     This Agreement may be executed in counterparts each of which shall be
deemed an original but which together shall constitute one and the same
instrument

     IN WITNESS WHEREOF, the parties have executed or caused to be executed
this Agreement as of the date indicated below.

                                       MUELLER INDUSTRIES, INC.

                                       By:/s/Harvey L. Karp
                                       Name: Harvey Karp
                                       Title: Chairman of the Board
                                       Date: June 21, 2004

                                       /s/William D. O'Hagan
                                       William D. O'Hagan
                                       Date: June 21, 2004






































                                      -8-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex103.txt
<DESCRIPTION>HARVEY KARP AMENDMENT TO EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                                Exhibit 10.3

                              AMENDMENT TO THE
                            AMENDED AND RESTATED
                            EMPLOYMENT AGREEMENT
                       DATED AS OF SEPTEMBER 17, 1997
                                   BETWEEN
                  HARVEY KARP AND MUELLER INDUSTRIES, INC.


     WHEREAS, Harvey Karp ("Executive") and Mueller Industries, Inc. (the
"Company") have entered into an Amended and Restated Employment Agreement
effective as of September 17, 1997, (the "Agreement"); and

     WHEREAS, the parties now desire to amend the Agreement to eliminate the
three-year rolling term of the Agreement and impose a fixed term ending on
December 31, 2007;

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, effective as of June 21, 2004, the Agreement is
hereby amended as follows (this amendment is hereinafter referred to as the
"Amendment").

     1.     The text of Section 1 of the Agreement, entitled Term of
Employment, is hereby replaced in its entirety by the following:

            "The Employer agrees to employ the Executive, and the Executive
            hereby accepts such employment, as Chairman of the Board of
            Directors of the Employer.  This Agreement shall commence as of
            the date first written above and shall end on December 31, 2007
           (the "Employment Period")."

     2.     Except as expressly amended by this Amendment, the remaining
terms and provisions of the Agreement shall remain unchanged and continue in
full force and effect.

     This Amendment may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument.

     IN WITNESS WHEREOF, the Company has caused its name to be ascribed to
this Amendment by its duly authorized representative and Executive has
executed this Amendment as of the 21st day of June, 2004.


                                       MUELLER INDUSTRIES, INC.

                                       BY:/s/William D. O'Hagan
                                       NAME: William D. O'Hagan, CEO



                                       /s/Harvey L. Karp
                                       Harvey Karp

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-19
<SEQUENCE>5
<FILENAME>ex191.txt
<DESCRIPTION>LETTER TO STOCKHOLDERS
<TEXT>
<PAGE>
                                                                  Exhibit 19.1

To Our Stockholders, Customers, and Employees

     Mueller's second quarter of 2004 clearly demonstrated our Company's
ability to leverage the benefits of favorable market conditions.
     Net income for the quarter was $27.0 million, or 73 cents per diluted
share compared with $9.0 million, or 24 cents per diluted share for the same
quarter last year.
     Net sales for the second quarter of 2004 were $380.8 million compared with
$248.2 million in the second quarter of 2003.  We shipped 198.5 million pounds
of product versus 175.5 million pounds in the same quarter last year.
     The three-fold increase in our earnings was due to a combination of higher
profit margins and an increase in volume.  Particularly important was the
improvement in copper tube spreads which returned to year 2000 levels.  Also,
our European operations and brass rod businesses contributed to the increased
earnings as margins and volumes rose.  The increased volume had the additional
benefit of reducing our per unit costs.
     These favorable conditions came together in what has historically been our
busiest quarter, the second quarter of the year, and resulted in our best
quarter since the second quarter of 2000.
     Our financial position is excellent.  Mueller ended the quarter with
$263.7 million cash on hand, and total debt of only $12.4 million.
     The business outlook remains good.  Housing starts for 2004 will likely
exceed the robust level of 1,853,000 starts achieved in 2003.  Moreover
commercial construction, an important market for our products, is improving
along with our national economy.  Interest rates have recently ticked up, but
by historical standards are quite low.  And the National Association of Home
Builders has forecasted that 2005 will be another outstanding year for the
housing industry.
     Our Annual Stockholders' Meeting was held at Mueller's headquarters in
Memphis, Tennessee on April 29, 2004.  The stockholders elected Messrs. Fulvio,
Gladstein, Hermanson, Hodes, Karp and O'Hagan as directors, and approved the
appointment of Ernst & Young LLP as our independent auditors.

Sincerely,

/s/Harvey L. Karp
Harvey L. Karp
Chairman of the Board

/s/William D. O'Hagan
William D. O'Hagan
President and Chief Executive Officer

July 13, 2004



     Statements in this release that are not strictly historical may be
"forward-looking" statements, which involve risks and uncertainties.  These
include economic and currency conditions, continued availability of raw
materials, market demand, pricing, and competitive and technological factors,
among others, as set forth in the Company's SEC filings.




                                     -1-
<PAGE>
<TABLE>
                          MUELLER INDUSTRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share data)
<CAPTION>
                                               For the Quarter Ended
                                         June 26, 2004           June 28, 2003
                                                     (Unaudited)
<S>                                      <C>                     <C>
Net sales                                $   380,822             $   248,221

Cost of goods sold                           303,720                 203,461
Depreciation and amortization                 10,159                   9,722
Selling, general, and
   administrative expense                     28,199                  23,575
Impairment charge                                  -                       -
                                          ----------              ----------

Operating income                              38,744                  11,463
Nonoperating income, net                         981                   1,633
                                          ----------              ----------
Income from continuing operations
   before income taxes                        39,725                  13,096
Income tax expense                           (12,677)                 (4,117)
                                          ----------              ----------

Income from continuing operations             27,048                   8,979
Discontinued operations, net of tax                -                       -
                                          ----------              ----------

Net income                               $    27,048             $     8,979
                                          ==========              ==========

Basic earnings (loss) per share:
   Weighted average shares
     outstanding                              34,978                  34,263
                                          ==========              ==========
     From continuing operations          $      0.77             $      0.26
     From discontinued operations                  -                       -
                                          ----------              ----------
Basic earnings per share                 $      0.77             $      0.26
                                          ==========              ==========

Diluted earnings (loss) per share:
   Weighted average shares
     outstanding plus assumed
     conversions                              36,892                  36,803
                                          ==========              ==========
     From continuing operations          $      0.73             $      0.24
     From discontinued operations                  -                       -
                                          ----------              ----------
Diluted earnings per share               $      0.73             $      0.24
                                          ==========              ==========
</TABLE>




                                     -2-
<PAGE>
<TABLE>
                          MUELLER INDUSTRIES, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF INCOME (continued)
                    (In thousands, except per share data)
<CAPTION>
                                               For the Six Months Ended
                                         June 26, 2004           June 28, 2003
                                                     (Unaudited)
<S>                                      <C>                     <C>
Net sales                                $   726,781             $   480,243

Cost of goods sold                           584,749                 395,376
Depreciation and amortization                 20,124                  19,462
Selling, general, and
   administrative expense                     54,881                  46,871
Impairment charge                              3,941                       -
                                          ----------              ----------

Operating income                              63,086                  18,534
Nonoperating income, net                       3,381                   1,672
                                          ----------              ----------
Income from continuing operations
   before income taxes                        66,467                  20,206
Income tax expense                           (21,459)                 (6,767)
                                          ----------              ----------

Income from continuing operations             45,008                  13,439
Discontinued operations, net of tax                -                    (539)
                                          ----------              ----------

Net income                               $    45,008             $    12,900
                                          ==========              ==========

Basic earnings (loss) per share:
   Weighted average shares
     outstanding                              34,818                  34,260
                                          ==========              ==========
     From continuing operations          $      1.29             $      0.40
     From discontinued operations                  -                   (0.02)
                                          ----------              ----------
Basic earnings per share                 $      1.29             $      0.38
                                          ==========              ==========

Diluted earnings (loss) per share:
   Weighted average shares
     outstanding plus assumed
     conversions                              36,900                  36,787
                                          ==========              ==========
     From continuing operations          $      1.22             $      0.36
     From discontinued operations                  -                   (0.01)
                                          ----------              ----------
Diluted earnings per share               $      1.22             $      0.35
                                          ==========              ==========
</TABLE>




                                     -3-
<PAGE>
<TABLE>
                          MUELLER INDUSTRIES, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                               (In thousands)
<CAPTION>
                                         June 26, 2004       December 27, 2003
                                                     (Unaudited)
<S>                                      <C>                     <C>
Assets

Cash and cash equivalents                $   263,687             $   255,088
Accounts receivable, net                     223,111                 163,006
Inventories                                  171,685                 140,548
Other current assets                          15,293                  11,713
                                          ----------              ----------

     Total current assets                    673,776                 570,355

Property, plant, and equipment, net          334,093                 345,537
Other assets                                 134,633                 139,292
                                          ----------              ----------
                                         $ 1,142,502             $ 1,055,184
                                          ==========              ==========

Liabilities and Stockholders' Equity

Current portion of long-term debt        $     1,085             $     2,835
Accounts payable                              63,856                  42,081
Other current liabilities                     88,976                  68,590
                                          ----------              ----------

     Total current liabilities               153,917                 113,506

Long-term debt                                11,334                  11,437
Pension and postretirement liabilities        32,508                  31,643
Environmental reserves                         9,822                   9,560
Deferred income taxes                         65,894                  63,734
Other noncurrent liabilities                  10,211                  10,238
                                          ----------              ----------

     Total liabilities                       283,686                 240,118

Minority interest in subsidiaries                 24                     208

Stockholders' equity                         858,792                 814,858
                                          ----------              ----------

                                         $ 1,142,502             $ 1,055,184
                                          ==========              ==========








</TABLE>
                                     -4-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>6
<FILENAME>ex311.txt
<DESCRIPTION>SECTION 302 CERTIFICATION BY CEO
<TEXT>
<PAGE>
                                                                 EXHIBIT 31.1
                                CERTIFICATION

I, William D. O'Hagan, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Mueller Industries,
    Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this
    report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

    a.  Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to
        us by others within those entities, particularly during the period in
        which this report is being prepared;

    b.  Evaluated the effectiveness of the registrant's disclosure controls and
        procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end
        of the period covered by this report based on such evaluation; and

    c.  Disclosed in this report any change in the registrant's internal
        control over financial reporting that occurred during the registrant's
        most recent fiscal quarter that has materially affected, or is
        reasonably likely to materially affect, the registrant's internal
        control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on
    our most recent evaluation of internal control over financial reporting, to
    the registrant's auditors and the audit committee of the registrant's board
    of directors (or persons performing the equivalent functions):

    a.  All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

    b.  Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        control over financial reporting.

Date: July 16, 2004
                                       /s/ William D. O'Hagan
                                       William D. O'Hagan
                                       President and Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>7
<FILENAME>ex312.txt
<DESCRIPTION>SECTION 302 CERTIFICATION BY CFO
<TEXT>
<PAGE>
                                                                  EXHIBIT 31.2
                                CERTIFICATION

I, Kent A. McKee, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Mueller Industries,
    Inc.;

2.  Based on my knowledge, this report does not contain any untrue statement of
    a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements
    were made, not misleading with respect to the period covered by this
    report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this report, fairly present in all material
    respects the financial condition, results of operations and cash flows of
    the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officer and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined
    in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

    a.  Designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to
        us by others within those entities, particularly during the period in
        which this report is being prepared;

    b.  Evaluated the effectiveness of the registrant's disclosure controls and
        procedures and presented in this report our conclusions about the
        effectiveness of the disclosure controls and procedures, as of the end
        of the period covered by this report based on such evaluation; and

    c.  Disclosed in this report any change in the registrant's internal
        control over financial reporting that occurred during the registrant's
        most recent fiscal quarter that has materially affected, or is
        reasonably likely to materially affect, the registrant's internal
        control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on
    our most recent evaluation of internal control over financial reporting, to
    the registrant's auditors and the audit committee of the registrant's board
    of directors (or persons performing the equivalent functions):

    a.  All significant deficiencies and material weaknesses in the design or
        operation of internal control over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and

    b.  Any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        control over financial reporting.

Date: July 16, 2004
                                     /s/ Kent A. McKee
                                     Kent A. McKee
                                     Vice President and Chief Financial Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>8
<FILENAME>ex321.txt
<DESCRIPTION>SECTION 906 CERTIFICATION BY CEO
<TEXT>
<PAGE>
                                                                 EXHIBIT 32.1

                          CERTIFICATION PURSUANT TO
                           18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO SECTION 906
                      OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Mueller Industries, Inc. (the
"Company") on Form 10-Q for the period ending June 26, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
William D. O'Hagan, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that:

       (1)  The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

       (2) The information contained in the Report fairly presents, in all
           material respects, the financial condition and results of operations
           of the Company.


                                        /s/ William D. O'Hagan
                                        William D. O'Hagan
                                        Chief Executive Officer
                                        July 16, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>9
<FILENAME>ex322.txt
<DESCRIPTION>SECTION 906 CERTIFICATION BY CFO
<TEXT>
<PAGE>
                                                                 EXHIBIT 32.2

                          CERTIFICATION PURSUANT TO
                           18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO SECTION 906
                      OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Mueller Industries, Inc. (the
"Company") on Form 10-Q for the period ending June 26, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Kent
A. McKee, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

       (1)  The Report fully complies with the requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

       (2) The information contained in the Report fairly presents, in all
           material respects, the financial condition and results of operations
           of the Company.


                                        /s/ Kent A. McKee
                                        Kent A. McKee
                                        Chief Financial Officer
                                        July 16, 2004


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
