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:           July 17, 1995
(Date of earliest event reported): (June 30, 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 June 30, 1995, Katy Industries, Inc. ("Katy" or the "Company"), sold
one-half of its interest (90,000 shares) in Schon & Cie, AG ("Schon") to
Pegasus Beteiligungen AG ("Pegasus") of Heidelberg, Germany.  Schon has
three wholly-owned subsidiaries, Sofema S.A.R.L., Schoen Machinery USA,
Inc. and American Shoe Machinery Company (collectively referred to with
Schon as the "Schon Group").  The sale, which is irrevocable,  was made on
the basis of a contingent price, whereby Katy will receive two-thirds of the
amount  ultimately realized by Pegasus in any  future sale of such shares, or,
under some circumstances, will be entitled to find a purchaser for
two-thirds of such shares and receive the proceeds of the sale thereof. 
Katy continues to hold  90,000 shares, or a 37.5% interest in Schon, and
Katy and Pegasus have agreed that Pegasus will secure three seats, and Katy
will retain two seats, on Schon's nine-member Supervisory Board.  The Schon
Group manufactures and sells a wide range of mechanical and
programmable four post, web and flat bed die-cutting equipment, and shoe
manufacturing machines.  The assets of the Schon Group include accounts
receivable, machinery and equipment, inventory and real property.  With
the reduction in its ownership interest, Katy will report its continuing
investment in Schon using the equity basis of accounting for an
unconsolidated subsidiary effective June 30, 1995.  There is no
material relationship between Pegasus and Katy, or any of their respective
affiliates, directors or officers or to the knowledge of Katy, any associate
of any such director or officer.





Item 7.  Financial Statements and Exhibits

     Set forth below is the information required by 7(b), Pro Forma Financial
Information of Form 8-K with respect to the sale of 37.5% of the outstanding
stock of Schon & Cie, AG.

Pro Forma Financial Statements                                 F-1

     Unaudited Pro Forma Balance Sheet as of March 31, 1995    F-2  

     Unaudited Pro Forma Statement of Operations for the 
     twelve months ended December 31, 1994                     F-3

     Unaudited Pro Forma Statement of Operations for the
     three months ended March 31, 1995                         F-4

     Unaudited Pro Forma Notes to the Pro Forma 
     Financial Statements                                      F-5





KATY INDUSTRIES, INC.
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994 AND 
THE THREE MONTHS ENDED MARCH 31, 1995


The following unaudited pro forma  balance sheet as of March 31, 1995, gives
effect to the sale of  37.5% of the common stock of Schon & Cie, AG ("Schon")
by Katy Industries, Inc. ("Katy") as if the sale had occurred on
January 1, 1994.  The unaudited statements of operations for the twelve
months ended December 31, 1994 and the three months  ended March 31, 1995
give effect to the above transaction and to the acquisition by Hallmark
Holdings, Inc., a wholly-owned subsidiary of Katy, of the common stock of
GC Thorsen, Inc. ("Thorsen") as if both transactions had occurred on
January 1, 1994.  The acquisition of Thorsen was previously reported on
Form 8K/A on June 19, 1995. 

The historical financial data of Katy and Thorsen included in the pro forma
statements is as of the periods presented.  The financial statements of
Schon are as of a different date because of the time required to prepare and
translate such financial statements under United States generally accepted
accounting principles, and the presentation is consistent with prior
practice.  The historical financial data of Schon included in the pro forma
balance sheet is as of January 31, 1995.   The historical financial data of
Schon included in the pro forma  statements of operations is for the twelve
months ended October 30, 1994 and for the three months  ended
January 31,1995.  

The unaudited pro forma financial data is based on management's best
estimate of the effects of the disposition of 37.5% of Schon's outstanding
shares, and the acquisition of Thorsen.  Pro forma adjustments are based on
currently available information; however, the actual adjustments will be
based on more precise appraisals, evaluations and estimates of fair values. 
It is possible that the actual adjustments could differ from those presented
in the unaudited pro forma combined financial statements.

The unaudited pro forma statements of operations for the twelve months ended
December 31, 1994, and the three months ended March 31, 1995, are not
necessarily indicative of the results of operations that actually would have
been achieved had the sale of Schon  and the acquisition of Thorsen been
consummated as of the dates indicated, or that may be achieved in the future.
The unaudited pro forma financial statements should be read in conjunction 
with the accompanying notes. 

Thorsen's financial performance for the three months ended March 31, 1995, 
prior to the acquisition by Katy, was affected by several factors.  In 1994, 
the cost basis of a portion of the inventory sold had been stepped up to 
approximately its selling price as a part of the acquisition of Thorsen by 
its previous parent, Elgin National Industries,Inc., late in 1993.  
The effect in 1994 of this cost basis step-up was to depress margins
on sales made in early 1994, and as a result, 1995 margins are higher.  
The improved margins in 1995 were partially offset by higher material prices 
for Thorsen's tool business and higher selling expenses due to the increase 
in sales during the three months ended March 31, 1995.
 
The unaudited pro forma statements of operations do not reflect the tax 
benefit (approximately $3,000,000) resulting from the sale of the Schon 
stock.  This benefit will be reflected in Katy's financial statements for 
the period ended June 30, 1995.  


KATY INDUSTRIES, INC.
UNAUDITED PRO FORMA BALANCE SHEET
AS OF MARCH 31, 1995
(in thousands except per share information)
<TABLE>
<CAPTION>
                                                                   
                                      Katy              Schon 
                                      Historical    Historical          Pro Forma 
<S>                                  <C>             <C>             <C>

CURRENT ASSETS:
       Cash and cash equivalents     $   2,607       $    731         $  1,876    
       Marketable securities            27,812              -           27,812 
       Accounts and notes receivable    31,417          4,594           26,823 
       Inventories                      45,903          9,049           36,854 
       Other current assets             13,413          1,169           12,244 

        Total current assets           121,152         15,543          105,609 

NON-CURRENT ASSETS:
       Investments, at equity, in
         unconsolidated subsidiaries    46,524           -              46,524
       Other investments                12,058           -              12,058 

       Property, plant and equipment    95,285         20,644           74,641 
         Accumulated depreciation    (  48,608)     (  15,545)       (  33,063)
      Net property, plant 
         and equipment                  46,677          5,099           41,578                

       Other assets                     12,161          1,245           10,916 

                     Total assets     $238,572        $21,887         $216,685 

CURRENT LIABILITIES:
       Accounts and notes payable    $ 37,554        $  7,941         $ 29,613 
       Other current liabilities       39,161           6,779           32,382 

       Total current liabilities       76,715          14,720           61,995 

LONG-TERM DEBT AND OTHER LIABILITIES   50,148           7,752           42,396   

MINORITY INTEREST                         215                              215             

STOCKHOLDERS' EQUITY:
       Common stock and additional paid-
           in capital                  60,932             -             60,932 
       Retained earnings               54,282      (    2,681)          56,963 
       Other equity adjustments      (  3,720)          2,096      (     5,816)

      Total stockholders' equity      111,494        (    585)         112,079

          Total liabilities and 
         stockholders' equity        $238,572       $ 21,887          $216,685


See Unaudited Pro Forma Notes to Financial Statements

</TABLE>




<TABLE>

KATY INDUSTRIES, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
(in thousands except per share information)
<CAPTION>

                                       Katy        Schon       GC Thorsen      Pro Forma   
                                    Historical    Historical   Historical      Adjustments  Pro Forma 
<S>                                    <C>         <C>          <C>         <C>             <C>

Net sales                              $159,581    $ 34,256     $ 41,843    $167,168 

Costs and expenses:
   Cost of goods sold                   113,932       32,298      31,152  (     420) (1)    112,366 
   Selling, general and
    administrative expenses              47,630        8,048       8,595   (    282) (1)(2)  47,895
   Depreciation and amortization          6,049        1,325         555        279  (1)(3)   5,558             
   Interest expense                       1,916        1,450         452       1,108    (4)   2,026
   Interest income                (      3,438)  (      124)                                ( 3,314)   
   Other, net                              252   (    1,365)                      80    (2)   1,697
   Write-off of assets                    9,288                                               9,288
                                        175,629       41,632      40,754         765        175,516

   Income (Loss) from consolidated
   operations before benefit 
    (provision) for income taxes 
      and minority interest          (   16,048) (    7,376)       1,089      (  765)      (  8,348)

Benefit (Provision) for income taxes      3,923  (      239) (       481)        454    (5)   4,135

Minority interest                      (     13)                                            (    13)

   Income (Loss) from consolidated
     operations                      (   12,138)  (    7,615)         608    (    311)      (  4,226)

Equity in income (loss) of unconsolidated
     subsidiaries (net of tax)            3,295                             (   2,631)  (6)      664

   Income (Loss) from operations    ($    8,843)   ($  7,615)   $     608    ($ 2,942)      ($  3,562)   
Income (Loss) per share of 
  Common Stock                     ($      0.98)                                            ($    0.39)         
Weighted average shares outstanding       9,032                                                 9,032

See Unaudited Pro Forma Notes to Financial Statements
</TABLE>

KATY INDUSTRIES, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(in thousands except per share information)
<TABLE>
<CAPTION>       
                                      Katy         Schon        GC Thorsen    Pro Forma 
                                     Historical    Historical   Historical    Adjustments    Pro Forma 
<S>                                      <C>          <C>         <C>           <C>             <C>

Net sales                              $ 38,358    $   7,056    $ 10,481                     $  41,783 

Costs and expenses:
   Cost of goods sold                    26,456        6,101       7,817  (     110)   (1)      28,062
   Selling, general and 
   administrative expenses               10,954        2,230       2,272      (  55)   (1)      10,941
   Depreciation and amortization          1,378          270         139          79   (1)(3)    1,326            
   Interest expense                         418          259         110         304      (4)      573
   Interest income                 (       276)                                                (   276)          
   Other, net                              237           290                                   (    53)
                                                                                                                               
                                         39,167        9,150      10,338         218            40,573

   Income (Loss) from consolidated
     operations before benefit (provision) for
     income taxes and minority interest  (  809)    (  2,094)        143      (  218)            1,210

Benefit (Provision) for income taxes     (  628)    (     30)    (    59)        125   (5)       ( 532)
                                                                                              
Income (Loss) from consolidated
  operations                         (    1,437)  (    2,124)         84    (     93)              678

Equity in income (loss) of unconsolidated
  subsidiaries (net of tax)                 700                                                    700

   Income (Loss) from operations   ($       737)   ($  2,124)   $      84 ($      93)           $1,378   

Income (Loss) per share of 
Common Stock                        ($     0.08)                                                $ 0.15     
   
Weighted average shares outstanding       9,076                                                  9,076

See Unaudited Pro Forma Notes to Financial Statements
</TABLE>

KATY INDUSTRIES, INC.
UNAUDITED PRO FORMA NOTES TO FINANCIAL STATEMENTS
(In thousands except per share information)




NOTES:

(1)  Reclassifies GC Thorsen's depreciation expense from Cost of Goods sold
     ($420 for the twelve months and $110 for the three months) and Selling,
  general and administrative expenses ($202 for the twelve months and $55 for
  the three months) to Depreciation and amortization to be consistent with
  Katy's classification.

(2)  Reclassifies GC Thorsen's provision for doubtful accounts to be 
consistent with Katy's classification.

(3)  Represents the elimination of GC Thorsen's amortization expense relating to
     certain non-competition agreements ($555 for the twelve months and $139
     for the three months) which will no longer be incurred as a result of the
     acquisition and the amortization of the purchase price paid by Katy in 
     excess of the fair value of the net assets acquired ($212 for the 
     twelve months and $53 for the three months) arising from the 
     acquisition of GC Thorsen.

(4)  Represents the estimated effect on interest expense ($1,560 for the 
     twelve months and $414 for the three months) from the $19,500 of  
     borrowings under the Katy bank line of credit to finance the 
     acquisition of GC Thorsen at an effective borrowing rate of 
     approximately 8.5% and the elimination of interest expense 
    ($452 for the twelve months and $110 for the three months)
     on GC Thorsen's mortgage note retired by Katy.

(5)  Represents the tax effects of the pro forma adjustments described above.

(6)  Represents Katy's share of the losses of Schon for the year of 1994 
     as equity in the loss of unconsolidated subsidiaries.


       

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:   July 17, 1995
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 16672}]
{"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": "95554430"}, "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:           July 17, 1995
(Date of earliest event reported): (June 30, 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 June 30, 1995, Katy Industries, Inc. ("Katy" or the "Company"), sold
one-half of its interest (90,000 shares) in Schon & Cie, AG ("Schon") to
Pegasus Beteiligungen AG ("Pegasus") of Heidelberg, Germany.  Schon has
three wholly-owned subsidiaries, Sofema S.A.R.L., Schoen Machinery USA,
Inc. and American Shoe Machinery Company (collectively referred to with
Schon as the "Schon Group").  The sale, which is irrevocable,  was made on
the basis of a contingent price, whereby Katy will receive two-thirds of the
amount  ultimately realized by Pegasus in any  future sale of such shares, or,
under some circumstances, will be entitled to find a purchaser for
two-thirds of such shares and receive the proceeds of the sale thereof. 
Katy continues to hold  90,000 shares, or a 37.5% interest in Schon, and
Katy and Pegasus have agreed that Pegasus will secure three seats, and Katy
will retain two seats, on Schon's nine-member Supervisory Board.  The Schon
Group manufactures and sells a wide range of mechanical and
programmable four post, web and flat bed die-cutting equipment, and shoe
manufacturing machines.  The assets of the Schon Group include accounts
receivable, machinery and equipment, inventory and real property.  With
the reduction in its ownership interest, Katy will report its continuing
investment in Schon using the equity basis of accounting for an
unconsolidated subsidiary effective June 30, 1995.  There is no
material relationship between Pegasus and Katy, or any of their respective
affiliates, directors or officers or to the knowledge of Katy, any associate
of any such director or officer.

Item 7.  Financial Statements and Exhibits

     Set forth below is the information required by 7(b), Pro Forma Financial
Information of Form 8-K with respect to the sale of 37.5% of the outstanding
stock of Schon & Cie, AG.

Pro Forma Financial Statements                                 F-1

     Unaudited Pro Forma Balance Sheet as of March 31, 1995    F-2  

     Unaudited Pro Forma Statement of Operations for the 
     twelve months ended December 31, 1994                     F-3

     Unaudited Pro Forma Statement of Operations for the
     three months ended March 31, 1995                         F-4

     Unaudited Pro Forma Notes to the Pro Forma 
     Financial Statements                                      F-5

KATY INDUSTRIES, INC.
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994 AND 
THE THREE MONTHS ENDED MARCH 31, 1995

The following unaudited pro forma  balance sheet as of March 31, 1995, gives
effect to the sale of  37.5% of the common stock of Schon & Cie, AG ("Schon")
by Katy Industries, Inc. ("Katy") as if the sale had occurred on
January 1, 1994.  The unaudited statements of operations for the twelve
months ended December 31, 1994 and the three months  ended March 31, 1995
give effect to the above transaction and to the acquisition by Hallmark
Holdings, Inc., a wholly-owned subsidiary of Katy, of the common stock of
GC Thorsen, Inc. ("Thorsen") as if both transactions had occurred on
January 1, 1994.  The acquisition of Thorsen was previously reported on
Form 8K/A on June 19, 1995. 

The historical financial data of Katy and Thorsen included in the pro forma
statements is as of the periods presented.  The financial statements of
Schon are as of a different date because of the time required to prepare and
translate such financial statements under United States generally accepted
accounting principles, and the presentation is consistent with prior
practice.  The historical financial data of Schon included in the pro forma
balance sheet is as of January 31, 1995.   The historical financial data of
Schon included in the pro forma  statements of operations is for the twelve
months ended October 30, 1994 and for the three months  ended
January 31,1995.  

The unaudited pro forma financial data is based on management's best
estimate of the effects of the disposition of 37.5% of Schon's outstanding
shares, and the acquisition of Thorsen.  Pro forma adjustments are based on
currently available information; however, the actual adjustments will be
based on more precise appraisals, evaluations and estimates of fair values. 
It is possible that the actual adjustments could differ from those presented
in the unaudited pro forma combined financial statements.

The unaudited pro forma statements of operations for the twelve months ended
December 31, 1994, and the three months ended March 31, 1995, are not
necessarily indicative of the results of operations that actually would have
been achieved had the sale of Schon  and the acquisition of Thorsen been
consummated as of the dates indicated, or that may be achieved in the future.
The unaudited pro forma financial statements should be read in conjunction 
with the accompanying notes. 

Thorsen's financial performance for the three months ended March 31, 1995, 
prior to the acquisition by Katy, was affected by several factors.  In 1994, 
the cost basis of a portion of the inventory sold had been stepped up to 
approximately its selling price as a part of the acquisition of Thorsen by 
its previous parent, Elgin National Industries,Inc., late in 1993.  
The effect in 1994 of this cost basis step-up was to depress margins
on sales made in early 1994, and as a result, 1995 margins are higher.  
The improved margins in 1995 were partially offset by higher material prices 
for Thorsen's tool business and higher selling expenses due to the increase 
in sales during the three months ended March 31, 1995.
 
The unaudited pro forma statements of operations do not reflect the tax 
benefit (approximately $3,000,000) resulting from the sale of the Schon 
stock.  This benefit will be reflected in Katy's financial statements for 
the period ended June 30, 1995.  

KATY INDUSTRIES, INC.
UNAUDITED PRO FORMA BALANCE SHEET
AS OF MARCH 31, 1995
(in thousands except per share information)
Katy              Schon 
                                      Historical    Historical          Pro Forma
CURRENT ASSETS:
       Cash and cash equivalents     $   2,607       $    731         $  1,876    
       Marketable securities            27,812              -           27,812 
       Accounts and notes receivable    31,417          4,594           26,823 
       Inventories                      45,903          9,049           36,854 
       Other current assets             13,413          1,169           12,244 

        Total current assets           121,152         15,543          105,609 

NON-CURRENT ASSETS:
       Investments, at equity, in
         unconsolidated subsidiaries    46,524           -              46,524
       Other investments                12,058           -              12,058 

       Property, plant and equipment    95,285         20,644           74,641 
         Accumulated depreciation    (  48,608)     (  15,545)       (  33,063)
      Net property, plant 
         and equipment                  46,677          5,099           41,578                

       Other assets                     12,161          1,245           10,916 

                     Total assets     $238,572        $21,887         $216,685 

CURRENT LIABILITIES:
       Accounts and notes payable    $ 37,554        $  7,941         $ 29,613 
       Other current liabilities       39,161           6,779           32,382 

       Total current liabilities       76,715          14,720           61,995 

LONG-TERM DEBT AND OTHER LIABILITIES   50,148           7,752           42,396   

MINORITY INTEREST                         215                              215             

STOCKHOLDERS' EQUITY:
       Common stock and additional paid-
           in capital                  60,932             -             60,932 
       Retained earnings               54,282      (    2,681)          56,963 
       Other equity adjustments      (  3,720)          2,096      (     5,816)

      Total stockholders' equity      111,494        (    585)         112,079

          Total liabilities and 
         stockholders' equity        $238,572       $ 21,887          $216,685

See Unaudited Pro Forma Notes to Financial Statements
KATY INDUSTRIES, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1994
(in thousands except per share information)
Katy        Schon       GC Thorsen      Pro Forma   
                                    Historical    Historical   Historical      Adjustments  Pro Forma
Net sales                              $159,581    $ 34,256     $ 41,843    $167,168 

Costs and expenses:
   Cost of goods sold                   113,932       32,298      31,152  (     420) (1)    112,366 
   Selling, general and
    administrative expenses              47,630        8,048       8,595   (    282) (1)(2)  47,895
   Depreciation and amortization          6,049        1,325         555        279  (1)(3)   5,558             
   Interest expense                       1,916        1,450         452       1,108    (4)   2,026
   Interest income                (      3,438)  (      124)                                ( 3,314)   
   Other, net                              252   (    1,365)                      80    (2)   1,697
   Write-off of assets                    9,288                                               9,288
                                        175,629       41,632      40,754         765        175,516

   Income (Loss) from consolidated
   operations before benefit 
    (provision) for income taxes 
      and minority interest          (   16,048) (    7,376)       1,089      (  765)      (  8,348)

Benefit (Provision) for income taxes      3,923  (      239) (       481)        454    (5)   4,135

Minority interest                      (     13)                                            (    13)

   Income (Loss) from consolidated
     operations                      (   12,138)  (    7,615)         608    (    311)      (  4,226)

Equity in income (loss) of unconsolidated
     subsidiaries (net of tax)            3,295                             (   2,631)  (6)      664

   Income (Loss) from operations    ($    8,843)   ($  7,615)   $     608    ($ 2,942)      ($  3,562)   
Income (Loss) per share of 
  Common Stock                     ($      0.98)                                            ($    0.39)         
Weighted average shares outstanding       9,032                                                 9,032

See Unaudited Pro Forma Notes to Financial Statements
KATY INDUSTRIES, INC.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(in thousands except per share information)
Katy         Schon        GC Thorsen    Pro Forma 
                                     Historical    Historical   Historical    Adjustments    Pro Forma
Net sales                              $ 38,358    $   7,056    $ 10,481                     $  41,783 

Costs and expenses:
   Cost of goods sold                    26,456        6,101       7,817  (     110)   (1)      28,062
   Selling, general and 
   administrative expenses               10,954        2,230       2,272      (  55)   (1)      10,941
   Depreciation and amortization          1,378          270         139          79   (1)(3)    1,326            
   Interest expense                         418          259         110         304      (4)      573
   Interest income                 (       276)                                                (   276)          
   Other, net                              237           290                                   (    53)
                                                                                                                               
                                         39,167        9,150      10,338         218            40,573

   Income (Loss) from consolidated
     operations before benefit (provision) for
     income taxes and minority interest  (  809)    (  2,094)        143      (  218)            1,210

Benefit (Provision) for income taxes     (  628)    (     30)    (    59)        125   (5)       ( 532)
                                                                                              
Income (Loss) from consolidated
  operations                         (    1,437)  (    2,124)         84    (     93)              678

Equity in income (loss) of unconsolidated
  subsidiaries (net of tax)                 700                                                    700

   Income (Loss) from operations   ($       737)   ($  2,124)   $      84 ($      93)           $1,378   

Income (Loss) per share of 
Common Stock                        ($     0.08)                                                $ 0.15     
   
Weighted average shares outstanding       9,076                                                  9,076

See Unaudited Pro Forma Notes to Financial Statements
KATY INDUSTRIES, INC.
UNAUDITED PRO FORMA NOTES TO FINANCIAL STATEMENTS
(In thousands except per share information)

NOTES:

(1)  Reclassifies GC Thorsen's depreciation expense from Cost of Goods sold
     ($420 for the twelve months and $110 for the three months) and Selling,
  general and administrative expenses ($202 for the twelve months and $55 for
  the three months) to Depreciation and amortization to be consistent with
  Katy's classification.

(2)  Reclassifies GC Thorsen's provision for doubtful accounts to be 
consistent with Katy's classification.

(3)  Represents the elimination of GC Thorsen's amortization expense relating to
     certain non-competition agreements ($555 for the twelve months and $139
     for the three months) which will no longer be incurred as a result of the
     acquisition and the amortization of the purchase price paid by Katy in 
     excess of the fair value of the net assets acquired ($212 for the 
     twelve months and $53 for the three months) arising from the 
     acquisition of GC Thorsen.

(4)  Represents the estimated effect on interest expense ($1,560 for the 
     twelve months and $414 for the three months) from the $19,500 of  
     borrowings under the Katy bank line of credit to finance the 
     acquisition of GC Thorsen at an effective borrowing rate of 
     approximately 8.5% and the elimination of interest expense 
    ($452 for the twelve months and $110 for the three months)
     on GC Thorsen's mortgage note retired by Katy.

(5)  Represents the tax effects of the pro forma adjustments described above.

(6)  Represents Katy's share of the losses of Schon for the year of 1994 
     as equity in the loss of unconsolidated subsidiaries.

       

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:   July 17, 1995