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): December 29, 1995
                               
                  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 2.  Acquisition or Disposition of Assets.
                                
     On December 29, 1995, Katy Industries, Inc. ("Katy or the
"Company"), sold its wholly owned subsidiary WSC Liquidating Co.
("WSC") to Syratech Corporation ("Syratech").  WSC's sole asset
consisted of 2,555,500 shares of Syratech common stock.  Katy also
sold to Syratech the remaining 509,251 shares of Syratech stock
held by Katy.   The total  proceeds from both transactions was
approximately $52,100,000.   The transactions reflected a per share
price of $17.00 which represented a discount of 15% to the closing
price of Syratech's shares on the New York Stock Exchange on the
day of the transactions.  The transactions resulted in a total
after-tax gain of $7,500,000, which is comprised of a gain of
$780,000 and the reversal of $6,720,000 of deferred income taxes
previously provided on Katy's share of Syratech's income, since
Katy's investment in Syratech had been accounted for by the equity
method and this amount of deferred income taxes has been determined
to not be required as a result of these transactions.  

     Jacob Saliba, a director of Katy, currently serves on the
Board of Directors of Syratech.
                                
                                
                           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/  Paul Kurowski                         
                     Paul Kurowski                             
                     Chief Financial Officer                   
Date         January 16, 1996
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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": "96503913"}, "business-address": {"street1": "6300 S SYRACUSE WAY SUITE 300", "city": "ENGLEWOOD", "state": "CO", "zip": "80111-6723", "phone": "3034860017"}, "mail-address": {"street1": "6300 S SYRACUSE WAY SUITE 300", "city": "ENGLEWOOD", "state": "CO", "zip": "80111"}}
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): December 29, 1995
                               
                  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 2.  Acquisition or Disposition of Assets.
                                
     On December 29, 1995, Katy Industries, Inc. ("Katy or the
"Company"), sold its wholly owned subsidiary WSC Liquidating Co.
("WSC") to Syratech Corporation ("Syratech").  WSC's sole asset
consisted of 2,555,500 shares of Syratech common stock.  Katy also
sold to Syratech the remaining 509,251 shares of Syratech stock
held by Katy.   The total  proceeds from both transactions was
approximately $52,100,000.   The transactions reflected a per share
price of $17.00 which represented a discount of 15% to the closing
price of Syratech's shares on the New York Stock Exchange on the
day of the transactions.  The transactions resulted in a total
after-tax gain of $7,500,000, which is comprised of a gain of
$780,000 and the reversal of $6,720,000 of deferred income taxes
previously provided on Katy's share of Syratech's income, since
Katy's investment in Syratech had been accounted for by the equity
method and this amount of deferred income taxes has been determined
to not be required as a result of these transactions.  

     Jacob Saliba, a director of Katy, currently serves on the
Board of Directors of Syratech.
                                
                                
                           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/  Paul Kurowski                         
                     Paul Kurowski                             
                     Chief Financial Officer                   
Date         January 16, 1996