Securities and Exchange Commission
                          Washington, D.C.  20549

                               FORM 8-K
         Annual Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported):  April 5, 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 April 5, 1995, Hallmark Holdings, Inc. ("Hallmark"), a wholly-owned
subsidiary of Katy Industries, Inc. ("Katy" or the "Company"), acquired all
of the outstanding capital stock of GC Thorsen, Inc. ("Thorsen") from Elgin
National Industries, Inc., pursuant to a Stock Purchase Agreement, effective
as of March 31,1995.  Thorsen has two wholly-owned subsidiaries, HMO, Inc.
and Elgin International Limited (collectively referred to, with Thorsen,
as the "Thorsen Companies").  The purchase price for the stock of Thorsen,
which is subject to possible adjustment based on a closing date consolidated
balance sheet prepared on a post-closing basis, was approximately
$23,600,000, of which $19,500,000 was obtained through a borrowing
against the Company's secured line of credit at The Northern Trust Company,
with the balance being funded from cash on hand.  The purchase price was 
derived as a function of a fixed price, subject to adjustment upward or 
downward for variances from a pegged net investment value.  
Thorsen, together with its subsidiaries, is a leading marketer and 
distributor of electronic and electrical parts and accessories and non-
powered hand tools.  The assets of the Thorsen Companies include accounts 
receivable,machinery and equipment, inventory, certain non-compete 
agreements and owned and leased real property.  The Company intends to 
continue the business of the Thorsen Companies and to utilize the assets of
the Thorsen Companies in the same manner in which they were used prior 
to the acquisition.  There is no material relationship between
any of the Thorsen Companies and Hallmark or 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
                                   
     It is impracticable at this time for the Company to provide the financial
statements required to be filed with this Form 8-K.  The Company intends to 
file such required financial statements not later than June 19, 1995.

                              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                                                              
                                          Paul Kurowski               
                                               Chief Financial Officer
Date         April 20, 1995
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Securities and Exchange Commission
                          Washington, D.C.  20549

                               FORM 8-K
         Annual Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported):  April 5, 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 April 5, 1995, Hallmark Holdings, Inc. ("Hallmark"), a wholly-owned
subsidiary of Katy Industries, Inc. ("Katy" or the "Company"), acquired all
of the outstanding capital stock of GC Thorsen, Inc. ("Thorsen") from Elgin
National Industries, Inc., pursuant to a Stock Purchase Agreement, effective
as of March 31,1995.  Thorsen has two wholly-owned subsidiaries, HMO, Inc.
and Elgin International Limited (collectively referred to, with Thorsen,
as the "Thorsen Companies").  The purchase price for the stock of Thorsen,
which is subject to possible adjustment based on a closing date consolidated
balance sheet prepared on a post-closing basis, was approximately
$23,600,000, of which $19,500,000 was obtained through a borrowing
against the Company's secured line of credit at The Northern Trust Company,
with the balance being funded from cash on hand.  The purchase price was 
derived as a function of a fixed price, subject to adjustment upward or 
downward for variances from a pegged net investment value.  
Thorsen, together with its subsidiaries, is a leading marketer and 
distributor of electronic and electrical parts and accessories and non-
powered hand tools.  The assets of the Thorsen Companies include accounts 
receivable,machinery and equipment, inventory, certain non-compete 
agreements and owned and leased real property.  The Company intends to 
continue the business of the Thorsen Companies and to utilize the assets of
the Thorsen Companies in the same manner in which they were used prior 
to the acquisition.  There is no material relationship between
any of the Thorsen Companies and Hallmark or 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
                                   
     It is impracticable at this time for the Company to provide the financial
statements required to be filed with this Form 8-K.  The Company intends to 
file such required financial statements not later than June 19, 1995.

                              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                                                              
                                          Paul Kurowski               
                                               Chief Financial Officer
Date         April 20, 1995