United States Securities and Exchange Commission
                         	Washington, D.C.  20549
 
                                	FORM 8-K
           	Current Report Pursuant to Section 13 or 15(d) of the
                      	Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): September 15, 1998 
                            (September 8, 1998)

                        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 September 8, 1998, Katy Industries, Inc. Filed the
              Following Press Release Regarding a Letter of Intent
                to Purchase Contico International, Incorporated


    September 8, 1998 - John R. Prann, Jr., President and Chief Executive
Officer of Katy Industries, Inc. (NYSE:KT) today announced that Katy has
entered into a letter of intent to acquire the business of Contico
International, Inc., St. Louis, Missouri, for a purchase price of $165,000,000.
Contico, a private company, is a premier manufacturer and distributor of a
wide variety of consumer storage, home and automotive products, as well as
janitorial and food service equipment and supplies with annual sales of
approximately $220,000,000. Katy expects to finance the transaction with bank
borrowings. The transaction is expected to close around year-end.

The acquired business will be operated by a Limited Liability Company (LLC).
Katy will own all of the common interest in the LLC and the seller will
retain a preferred interest in the LLC. At certain future times the preferred
interest may be sold to Katy for cash or exchanged for Katy common stock. The
seller also will lease certain real estate not included in the purchase to
the LLC. 

Mr. Prann stated, "The acquisitions we've made so far this year, Disco, the
Consumer Electrical Division of Noma Industries, and Wilen Companies, have
all been successes, but the acquisition of Contico is by far our most
ambitious.  Not only is it a great fit, but it will boost our revenues to
over $600 million, more than double our EBITDA and will be immediately 
accretive.

The purchase of Contico will be an outstanding addition to our existing
cleaning and abrasive product lines manufactured and distributed by Glit,
Microtron, Loren, Disco and Wilen. Upon completion of this transaction, Katy
will become a primary manufacturer serving these markets with perhaps the
most comprehensive line of products.  Also, Contico has major sales into the
retail consumer market, and therefore, further enhances Katy's strong retail
consumer position it currently enjoys with the Woods and Noma brands of
consumer electrical products in the U.S. and Canada.

In addition, I am delighted that Lester Miller (66), the Chairman of Contico,
has agreed to join our Board upon completion of the transaction.  Lester's
experience in founding and expanding Contico will be a tremendous boost to
our efforts in both the janitorial and retail product areas."

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 hereunto duly authorized.

                                                  Katy Industries, Inc. 
                                                      (Registrant)
 
                                             By    /S/ John R. Prann, Jr. 
                                                       John R. Prann, Jr.
                                                    Chief Executive Officer
  Date         September 15, 1998
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{"company-data": {"conformed-name": "KATY INDUSTRIES INC", "cik": "0000054681", "assigned-sic": "3559", "irs-number": "751277589", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-05558", "film-number": "98709651"}, "business-address": {"street1": "6300 S SYRACUSE WAY STE 300", "city": "ENGLEWOOD", "state": "CO", "zip": "80111-6723", "phone": "3032909300"}, "mail-address": {"street1": "6300 S SYRACUSE WAY SUITE 300", "city": "ENGLEWOOD", "state": "CO", "zip": "80111"}}
United States Securities and Exchange Commission
                         	Washington, D.C.  20549
 
                                	FORM 8-K
           	Current Report Pursuant to Section 13 or 15(d) of the
                      	Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): September 15, 1998 
                            (September 8, 1998)

                        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 September 8, 1998, Katy Industries, Inc. Filed the
              Following Press Release Regarding a Letter of Intent
                to Purchase Contico International, Incorporated

    September 8, 1998 - John R. Prann, Jr., President and Chief Executive
Officer of Katy Industries, Inc. (NYSE:KT) today announced that Katy has
entered into a letter of intent to acquire the business of Contico
International, Inc., St. Louis, Missouri, for a purchase price of $165,000,000.
Contico, a private company, is a premier manufacturer and distributor of a
wide variety of consumer storage, home and automotive products, as well as
janitorial and food service equipment and supplies with annual sales of
approximately $220,000,000. Katy expects to finance the transaction with bank
borrowings. The transaction is expected to close around year-end.

The acquired business will be operated by a Limited Liability Company (LLC).
Katy will own all of the common interest in the LLC and the seller will
retain a preferred interest in the LLC. At certain future times the preferred
interest may be sold to Katy for cash or exchanged for Katy common stock. The
seller also will lease certain real estate not included in the purchase to
the LLC. 

Mr. Prann stated, "The acquisitions we've made so far this year, Disco, the
Consumer Electrical Division of Noma Industries, and Wilen Companies, have
all been successes, but the acquisition of Contico is by far our most
ambitious.  Not only is it a great fit, but it will boost our revenues to
over $600 million, more than double our EBITDA and will be immediately 
accretive.

The purchase of Contico will be an outstanding addition to our existing
cleaning and abrasive product lines manufactured and distributed by Glit,
Microtron, Loren, Disco and Wilen. Upon completion of this transaction, Katy
will become a primary manufacturer serving these markets with perhaps the
most comprehensive line of products.  Also, Contico has major sales into the
retail consumer market, and therefore, further enhances Katy's strong retail
consumer position it currently enjoys with the Woods and Noma brands of
consumer electrical products in the U.S. and Canada.

In addition, I am delighted that Lester Miller (66), the Chairman of Contico,
has agreed to join our Board upon completion of the transaction.  Lester's
experience in founding and expanding Contico will be a tremendous boost to
our efforts in both the janitorial and retail product areas."

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 hereunto duly authorized.

                                                  Katy Industries, Inc. 
                                                      (Registrant)
 
                                             By    /S/ John R. Prann, Jr. 
                                                       John R. Prann, Jr.
                                                    Chief Executive Officer
  Date         September 15, 1998