Securities and Exchange Commission
                      Washington, D.C.  20549

                             FORM 8-K
              Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 1997 (May 5, 1997) 
                                
                   Commission file number 1-5558
                                
                                
                      Katy Industries, Inc.
     (Exact name of registrant as specified in its charter)
          Delaware                           75-1277589
     (State of Incorporation)        (IRS Employer Identification Number)


     6300 S. Syracuse #300, Englewood, Colorado        80111    
       (Address of Principal Executive Offices)       (Zip Code)


 Registrant's telephone number, including area code: (303) 290-9300


(Former name or former address, if changed since last report) Not applicable




















                                 
                                 
                       Item 5.  Other Events
                                 
                      KATY INDUSTRIES, INC. 
                 NAMES NEW CHAIRMAN OF THE BOARD 

 ENGLEWOOD, CO -- May 8, 1997 -- John R. Prann, Jr., President and Chief
 Executive Officer of Katy Industries, Inc. (NYSE:KT), announced that
 Philip E. Johnson (49), the Chairman of the Board of the Company, had
 resigned his position on May 5, 1997 and therefore will not stand for
 reelection as a Director at the Company's Annual Meeting of Stockholders. 
 Mr. Prann thanked Mr. Johnson for his years of dedication and service to the
 Company as a Director and Chairman of the Board and wished him well in his
 future endeavors. Mr. Johnson stated "he has enjoyed his seven year
 association with Katy and his fellow Directors and wished the Company
 continued success in the future."
 
 Mr. Prann also announced today, that Jacob Saliba (83) was named Chairman of
 the Board at a Board meeting held today.  Mr. Saliba has been a Director of
 Katy for 29 years and previously served as Chairman of the Board and Chief
 Executive Officer from 1988 through 1993. The Board, due to Mr. Johnson's
 resignation, also voted to decrease the Board to 11 members. These 11 Board
 members will stand for reelection at the Company's Annual Meeting of
 Stockholders to be held on May 19, 1997.
 
 Katy Industries, Inc. is a diversified corporation with interests in
 distribution and service, industrial and consumer manufacturing, and
 machinery manufacturing. 
 
 


 
                           SIGNATURES
 
   Pursuant to the requirements of the Securities Exchange Act of 1934, the
 Registrant has duly caused this report to be signed on its behalf by the
 undersigned, thereunto duly authorized.
 
 
                                    Katy Industries, Inc.
                                       (Registrant)
 
 
 Date: May 8, 1997                          By: /s/ John R. Prann, Jr.
                                                 John R. Prann, Jr.
                                                 Chief Executive Officer
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Securities and Exchange Commission
                      Washington, D.C.  20549

                             FORM 8-K
              Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 1997 (May 5, 1997) 
                                
                   Commission file number 1-5558
                                
                                
                      Katy Industries, Inc.
     (Exact name of registrant as specified in its charter)
          Delaware                           75-1277589
     (State of Incorporation)        (IRS Employer Identification Number)

     6300 S. Syracuse #300, Englewood, Colorado        80111    
       (Address of Principal Executive Offices)       (Zip Code)

 Registrant's telephone number, including area code: (303) 290-9300

(Former name or former address, if changed since last report) Not applicable

                                 
                                 
                       Item 5.  Other Events
                                 
                      KATY INDUSTRIES, INC. 
                 NAMES NEW CHAIRMAN OF THE BOARD 

 ENGLEWOOD, CO -- May 8, 1997 -- John R. Prann, Jr., President and Chief
 Executive Officer of Katy Industries, Inc. (NYSE:KT), announced that
 Philip E. Johnson (49), the Chairman of the Board of the Company, had
 resigned his position on May 5, 1997 and therefore will not stand for
 reelection as a Director at the Company's Annual Meeting of Stockholders. 
 Mr. Prann thanked Mr. Johnson for his years of dedication and service to the
 Company as a Director and Chairman of the Board and wished him well in his
 future endeavors. Mr. Johnson stated "he has enjoyed his seven year
 association with Katy and his fellow Directors and wished the Company
 continued success in the future."
 
 Mr. Prann also announced today, that Jacob Saliba (83) was named Chairman of
 the Board at a Board meeting held today.  Mr. Saliba has been a Director of
 Katy for 29 years and previously served as Chairman of the Board and Chief
 Executive Officer from 1988 through 1993. The Board, due to Mr. Johnson's
 resignation, also voted to decrease the Board to 11 members. These 11 Board
 members will stand for reelection at the Company's Annual Meeting of
 Stockholders to be held on May 19, 1997.
 
 Katy Industries, Inc. is a diversified corporation with interests in
 distribution and service, industrial and consumer manufacturing, and
 machinery manufacturing. 
 
 

 
                           SIGNATURES
 
   Pursuant to the requirements of the Securities Exchange Act of 1934, the
 Registrant has duly caused this report to be signed on its behalf by the
 undersigned, thereunto duly authorized.
 
 
                                    Katy Industries, Inc.
                                       (Registrant)
 
 
 Date: May 8, 1997                          By: /s/ John R. Prann, Jr.
                                                 John R. Prann, Jr.
                                                 Chief Executive Officer