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): January
                           17, 1996
                               
                 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
Identific                 ation 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 17, 1996, Katy Industries, Inc. ("Katy
or the "Company"), Board of Directors amended the
Company's Bylaws to add certain provisions designed to
promote more orderly procedures for shareholder meetings
and actions.  The bylaws were amended to provide an
advance notice requirement for director nominations and
stockholder proposals.  The bylaw amendments require
that advance notice of nominations or shareholder
proposals be delivered to the Company not less than 50
days nor more than 90 days prior to a shareholders'
meeting.  

                         Item 7.  Exhibits

(c) Exhibits.  The amended bylaws of Katy Industries,
Inc. are filed as an exhibit to this filing.


                            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         February 15, 1996
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3020}]
{"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": "96521282"}, "business-address": {"street1": "6300 S SYRACUSE WAY STE 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): January
                           17, 1996
                               
                 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
Identific                 ation 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 17, 1996, Katy Industries, Inc. ("Katy
or the "Company"), Board of Directors amended the
Company's Bylaws to add certain provisions designed to
promote more orderly procedures for shareholder meetings
and actions.  The bylaws were amended to provide an
advance notice requirement for director nominations and
stockholder proposals.  The bylaw amendments require
that advance notice of nominations or shareholder
proposals be delivered to the Company not less than 50
days nor more than 90 days prior to a shareholders'
meeting.  

                         Item 7.  Exhibits

(c) Exhibits.  The amended bylaws of Katy Industries,
Inc. are filed as an exhibit to this filing.

                            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         February 15, 1996