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): January 14, 1998
                        (December 31,1997) 
                                
                   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
                                 
          On January 5, 1998 Katy Industries, Inc. Filed the 
       Following Press Release Regarding the December 31, 1997
                 Meeting of the Board of Directors

    January 5, 1998 -- Katy Industries, Inc. (NYSE -- KT) announced today that
the Board of Directors has approved a plan to divest certain companies and
reorganize its remaining operations into two business lines. The businesses
to be divested during 1998 include all of the companies in its Machinery
Manufacturing group consisting of Airtronics, Inc., Bach-Simpson, Ltd.,
Diehl Machines, Inc., and Peters Machinery Company. The plan also includes
the sale of C.E.G.F. (USA), Inc., Hamilton Precision Metals, Inc., and Katy's
interest in Bee Gee Holding Company, Inc. The plan also directs management
to explore its options with respect to Savannah Energy System Company,
including possible sale thereof.

Effective January 1, 1998, the remaining operating units will be organized
into two lines of business - Electrical/Electronics and Maintenance Products.
Included in Electrical/Electronics will be Woods corded electrical products
and surge suppressers, Thorsen tools, and Waldom and GC electronic connector
businesses. In the Maintenance Products line will be Duckback stains,
Glit/Microtron abrasives, Gemtex industrial abrasives and Loren/Brillo
industrial cleaning products.

John R. Prann, Jr., President and CEO, stated "This decision accelerates
Katy's transition into a company comprised of two lines of business which
will allow us to devote and focus our operating management time and efforts
to developing and growing these businesses.  In particular, we will
concentrate on continuing the internal growth in these areas by exploiting
the synergistic elements of our recent acquisitions with our traditional
operations in these lines of business.

Two significant steps have been taken by Katy to strengthen our management
and financial resources to facilitate growth in these two lines of business
internally and through acquisitions.  First, our management focus has been
bolstered by the addition of Arthur R. Miller as a full time employee of
Katy, holding the positions of Executive Vice President and General Counsel.
Art has been a member of our Executive Management team for a number of years
as its outside General Counsel and a member of the Board.  Second, our
financial resources have been strengthened by our new $80 million credit
facility, and will be further enhanced from the proceeds of the divested
companies. Our cash position is currently in excess of $20 million.

I believe this decision will further evolve Katy into a company which is
more easily understood and analyzed by the investment community and will help
us realize our ultimate goal of enhancing shareholder value".

Some of the statements in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of the Company to be materially different from
any future results, performance or achievements expressed or implied by the
forward-looking statements.

Katy Industries, Inc. is a diversified corporation with interests primarily
in Electrical/Electronics and Maintenance Products.


                               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: January 14, 1998                    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): January 14, 1998
                        (December 31,1997) 
                                
                   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
                                 
          On January 5, 1998 Katy Industries, Inc. Filed the 
       Following Press Release Regarding the December 31, 1997
                 Meeting of the Board of Directors

    January 5, 1998 -- Katy Industries, Inc. (NYSE -- KT) announced today that
the Board of Directors has approved a plan to divest certain companies and
reorganize its remaining operations into two business lines. The businesses
to be divested during 1998 include all of the companies in its Machinery
Manufacturing group consisting of Airtronics, Inc., Bach-Simpson, Ltd.,
Diehl Machines, Inc., and Peters Machinery Company. The plan also includes
the sale of C.E.G.F. (USA), Inc., Hamilton Precision Metals, Inc., and Katy's
interest in Bee Gee Holding Company, Inc. The plan also directs management
to explore its options with respect to Savannah Energy System Company,
including possible sale thereof.

Effective January 1, 1998, the remaining operating units will be organized
into two lines of business - Electrical/Electronics and Maintenance Products.
Included in Electrical/Electronics will be Woods corded electrical products
and surge suppressers, Thorsen tools, and Waldom and GC electronic connector
businesses. In the Maintenance Products line will be Duckback stains,
Glit/Microtron abrasives, Gemtex industrial abrasives and Loren/Brillo
industrial cleaning products.

John R. Prann, Jr., President and CEO, stated "This decision accelerates
Katy's transition into a company comprised of two lines of business which
will allow us to devote and focus our operating management time and efforts
to developing and growing these businesses.  In particular, we will
concentrate on continuing the internal growth in these areas by exploiting
the synergistic elements of our recent acquisitions with our traditional
operations in these lines of business.

Two significant steps have been taken by Katy to strengthen our management
and financial resources to facilitate growth in these two lines of business
internally and through acquisitions.  First, our management focus has been
bolstered by the addition of Arthur R. Miller as a full time employee of
Katy, holding the positions of Executive Vice President and General Counsel.
Art has been a member of our Executive Management team for a number of years
as its outside General Counsel and a member of the Board.  Second, our
financial resources have been strengthened by our new $80 million credit
facility, and will be further enhanced from the proceeds of the divested
companies. Our cash position is currently in excess of $20 million.

I believe this decision will further evolve Katy into a company which is
more easily understood and analyzed by the investment community and will help
us realize our ultimate goal of enhancing shareholder value".

Some of the statements in this press release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results,
performance or achievements of the Company to be materially different from
any future results, performance or achievements expressed or implied by the
forward-looking statements.

Katy Industries, Inc. is a diversified corporation with interests primarily
in Electrical/Electronics and Maintenance Products.

                               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: January 14, 1998                    By: /s/ John R. Prann, Jr.
                                               John R. Prann, Jr.
                                               Chief Executive Officer