As filed with the Securities and Exchange Commission on 
June 21, 1995

Registration No. 33-_________
                                                      
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KATY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)  
                                                                
                          75-1277589
(I.R.S. Employer Identification Number)

6300 S. Syracuse Way, Suite 300
Englewood, Colorado  80111
(Address of Principal Executive Offices)(Zip Code)

KATY INDUSTRIES, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)

John R. Prann, Jr.
President and Chief Executive Officer
6300 S. Syracuse Way, Suite 300
Englewood, Colorado  80111
Telephone:  (303) 290-9300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:

Bruce L. Rogers, Esq.
Hogan & Hartson L.L.P.
One Tabor Center
1200 Seventeenth Street, Suite 1500
Denver, Colorado  80202

Calculation of Registration Fee
Title of securities to be registered  - Common Stock, par value
$1.00 per share
Amount to be registered - 200,000
Proposed maximum price per share (1) - $8.25
Proposed maximum aggregate offering price (1) - $1,650,000
Amount of registration fee (2) - $568.97

(1)  Calculated pursuant to Rule 457(h), based on an assumed
price of $8.25 per share, which represents the average of the high
and low  
prices of such securities reported in the consolidated reporting
system on June 15, 1995.
(2)  Registration fee is calculated on the basis of 1/29 of 1%
of the proposed maximum aggregate offering price of $1,650,000.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


          Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933 (the "Securities Act") and the Note to Part I of Form S-8.


PART II

INFORMATION REQUIREMENT IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

          The following documents filed with the Securities and
Exchange Commission are incorporated herein by reference:

               (a)  The Annual Report on Form 10-K of Katy
Industries, Inc. (the "Registrant") for the year ended
December 31, 1994, filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

               (b)  All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act, since the end of the
fiscal year covered by the Registrant document referred to in (a)
above.

          All reports and other documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities then offered hereby
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports
and documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Section 102(b)(7) of the General Corporation Law of
the State of Delaware permits a Delaware corporation to limit the
personal liability of its directors in accordance with the
provisions set forth therein.  The Amended and Restated
Certificate of Incorporation of the Registrant provides that the
personal liability of its directors shall be limited to the
fullest extent permitted by applicable law.

          Section 145 of the General Corporation Law of the
State of Delaware contains provisions permitting Delaware
corporations to indemnify directors, officers, employees or agents
against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person was or is
a director, officer, employee or agent of the corporation provided
that (i) such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the corporation's
best interest and (ii) in the case of a criminal proceeding such
person had no reasonable cause to believe his or her conduct was
unlawful.  In the case of actions or suits by or in the right of
the corporation, no indemnification shall be made in a case in
which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
shall have determined upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses.  Indemnification as described above
shall only be granted in a specific case upon a determination that
indemnification is proper in the circumstances because the
indemnified person has met the applicable standard of conduct. 
Such determination shall be made (a) by a majority of a quorum of
directors who were not parties to such proceeding, (b) if such
quorum cannot be obtained or if a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion or (c) by the stockholders of the corporation.  The
Amended and Restated Certificate of Incorporation and the By-Laws
of the Registrant provide for indemnification of its directors and
officers to the fullest extent permitted by applicable law.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

          Reference is made to the Exhibit Index that
immediately precedes the exhibits filed with this Registration
Statement.

Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers
or sales are being made, a post-effective amendment to this
Registration Statement:

                    (i)  To include any prospectus required
by section 10(a)(3) of the Securities Act;

                    (ii) To reflect in the prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;

                    (iii)     To include any material information
with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;

          provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the Registration
Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant
to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

               (2)  That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

               (3)  To remove from registration by means of
a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

          (b)  The undersigned Registrant hereby further
undertakes that, for the purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange
Act (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (c)  Insofar as the indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.<PAGE>
SIGNATURES


          Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 21st
day of June, 1995.

                              KATY INDUSTRIES, INC.
                              
                              
                              By:  /s/ John R. Prann, Jr.
                                   John R. Prann, Jr.,
                                   President, Chief
                                   Executive Officer and
                                   Chief Operating
                                   Officer


          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John R.
Prann, Jr. and Paul Kurowski, and each of them, his true and
lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact 
and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement on Form S-8 has been signed by
the following persons in the capacities and as of the date
indicated.<PAGE>
Signature
 Title
    Date

/s/ Philip E. Johnson
Philip E. Johnson
    Chairman of the Board
     June 21, 1995
/s/ John R. Prann, Jr.
John R. Prann, Jr.
    President, Chief Executive Officer and Director    June 21, 1995
/s/ Paul Kurowski
Paul Kurowski
     Chief Financial Officer, Treasurer and Secretary 
        (Principal Financial and Accounting Officer)   June 21, 1995
/s/ Lutz Raettig
Lutz Raettig
    Director   June 21, 1995
/s/ Jacob Saliba
Jacob Saliba
    Director   June 21, 1995
/s/ Charles W. Sahlman
Charles W. Sahlman
    Director   June 21, 1995
/s/ Wallace E. Carroll, Jr.
Wallace E. Carroll, Jr.
    Director   June 21, 1995
/s/ Arthur R. Miller
Arthur R. Miller
    Director   June 21, 1995
/s/ William F. Andrews
William F. Andrews
    Director   June 21, 1995
/s/ Glenn W. Turcotte
Glenn W. Turcotte
    Director   June 21, 1995
/s/ William H. Murphy
William H. Murphy
     Director  June 21, 1995
/s/ Daniel B. Carroll
Daniel B. Carroll       Director   June 21, 1995<PAGE>
INDEX TO EXHIBITS

Exhibit
Number    
                                                          
Description                Sequentially
                                                                
                                                 Numbered Page
4.1 Katy Industries, Inc. Non-Employee Director 
           Stock Option Plan 
5.1 Opinion of Hogan & Hartson L.L.P.
23.1     Consent of Deloitte & Touche LLP
23.2     Consent of Hogan & Hartson L.L.P. - included in Exhibit
5.1 
25.1     Powers of Attorney - included in Part II of Registration 
          Statement  
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     EXHIBIT 4.1
     
     
     Katy Industries, Inc.
     Nonemployee Director Stock Option Plan
     THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS COVERING
     SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES
     ACT OF 1933.
          <PAGE>
Contents                                        
                                                               
                                                               
                                                      Page
     
     Article 1.  Establishment, Purpose, and Duration  1
     Article 2.  Definitions                           1
     Article 3.  Administration                        3
     Article 4.  Shares Subject to the Plan            3
     Article 5.  Eligibility and Participation         4
     Article 6.  Nonqualified Stock Options            4
     Article 7.  Amendment, Modification, and
               Termination                                 6
     Article 8.  Miscellaneous                         6
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     Katy Industries, Inc.
     Nonemployee Director Stock Option Plan
     Article 1.  Establishment, Purpose, and Duration
          1.1  Establishment of the Plan.  Katy
     Industries, Inc., a Delaware corporation (the "Company"),
     hereby establishes an incentive compensation plan to be
     known as the "Katy Industries, Inc. Nonemployee Director
     Stock Option Plan" (the "Plan"), as set forth in this
     document.  The Plan permits the grant of Nonqualified
     Stock Options, subject to the terms and provisions set
     forth herein.
          Subject to approval by the Company's
     stockholders, the Plan shall become effective as of June
     1, 1995 (the "Effective Date"), and shall remain in
     effect as provided in Section 1.3 hereof.
          1.2  Purpose of the Plan.  The purpose of
     the Plan is to promote the achievement of long-term
     objectives of the Company by linking the personal
     interests of Nonemployee Directors to those of Company
     shareholders, and to attract and retain Nonemployee
     Directors of outstanding competence.
          1.3  Duration of the Plan.  The Plan shall
     commence on the Effective Date, and shall remain in
     effect, subject to the right of the Board of Directors to
     terminate the Plan at any time pursuant to Article 7
     herein, until all Shares subject to it shall have been
     purchased or acquired according to the Plan's provisions. 
     However, in no event may an Option be granted under the
     Plan on or after May 31, 2005.
     Article 2.  Definitions
          Whenever used in the Plan, the following
     terms shall have the meanings set forth below and, when
     the meaning is intended, the initial letter of the word
     is capitalized:
          (a)  "Beneficial Owner" shall have the meaning
                    ascribed to such term in Rule 13d-3 of the
                    General Rules and Regulations under the
                    Exchange Act.
          (b)  "Board" or "Board of Directors" means the
                    Board of Directors of the Company.
          (c)  "Code" means the Internal Revenue Code of
                    1986, as amended from time to time.
          (d)  "Company" means Katy Industries, Inc., a
                    Delaware corporation.
          (e)  "Director" means any individual who is a
                    member of the Board of Directors of the
                    Company.
          (f)  "Disability" shall have the meaning ascribed
                    in the Company's governing long-term
                    disability plan or if no plan is then in
                    effect, shall mean the determination by the
                    Board that the physical or mental condition of
                    a Participant renders such Participant unable
                    to carry out the duties and obligations as a
                    Director of the Company; provided, however,
                    that "Disability" shall mean a permanent and
                    total disability, within the meaning of Code
                    Section 22(e)(3) if required, to satisfy the
                    "formula plan exception" under Rule 16b-3(c)(2)(i)(A)
                     of Section 16 of the Exchange Act.

          (g)  "Employee" means any nonunion employee of the
                    Company or of the Company's Subsidiaries.  For
                    purposes of the Plan, an individual whose only
                    employment relationship with the Company is as
                    a Director or Chairman of the Board, shall not
                    be deemed to be an Employee.
          (h)  "Exchange Act" means the Securities Exchange
                    Act of 1934, as amended from time to time, or
                    any successor Act thereto.
          (i)  "Fair Market Value" shall be determined on the
                    basis of the closing sale price on the
                    principal securities exchange on which the
                    Shares are publicly traded or, if there is no
                    such sale on the relevant date, then on the
                    last previous day on which a sale was
                    reported.
          (j)  "Nonemployee Director" means an individual who
                    is a member of the Board of Directors of the
                    Company, but who is not an Employee of the
                    Company or a participant in the Company's
                    Long-Term Incentive Plan.
          (k)  "Nonqualified Stock Option," "NQSO," or
                    "Option" means an option to purchase Shares,
                    granted under Article 6 herein.
          (l)  "Option Agreement" means an agreement entered
                    into by and between the Company and a
                    Nonemployee Director, setting forth the terms
                    and provisions applicable to an Option granted
                    under the Plan.
          (m)  "Option Price" means the price at which a
                    Share may be purchased pursuant to an Option.
          (n)  "Participant" means a Nonemployee Director of
                    the Company who has an outstanding Option
                    granted under the Plan.
          (o)  "Person" shall have the meaning ascribed to
                    such term in Section 3(a)(9) of the Exchange
                    Act and used in Sections 13(d) and 14(d)
                    thereof, including a "group" as defined in
                    Section 13(d).
          (p)  "Shares" means the shares of Common Stock of
                    the Company.
          (q)  "Subsidiary" means any corporation,
                    partnership, joint venture, affiliate, or
                    other entity on which the Company has a
                    majority voting interest.
     Article 3.  Administration
          3.1  The Board of Directors.  The Plan shall
     be administered by the Board of Directors of the Company,
     subject to the restrictions set forth in the Plan.
          3.2  Administration by the Board.  The Board
     shall have the full power, discretion, and authority to
     interpret and administer the Plan in a manner which is
     consistent with the Plan's provisions.  However, in no
     event shall the Board have the power to determine Plan
     eligibility, or to determine the number, the value, the
     vesting period, or the timing of Options to be made under
     the Plan (all such determinations are automatic pursuant
     to the provisions of the Plan).
          3.3  Decisions Binding.  All determinations
     and decisions made by the Board pursuant to the
     provisions of the Plan, and all related orders or
     resolutions of the Board shall be final, conclusive, and
     binding on all persons, including the Company, its
     stockholders, employees, Participants, and their estates
     and beneficiaries.
     Article 4.  Shares Subject to the Plan
          4.1  Number of Shares.  Subject to
     adjustment as provided in Section 4.3 herein, the total
     number of Shares available for grant under the Plan may
     not exceed two hundred thousand (200,000).  The grant of
     an Option shall reduce the Shares available for grant
     under the Plan by the number of Shares subject to such
     Option.
          4.2  Lapsed Awards.  If any Option granted
     under the Plan terminates, expires, or lapses for any
     reason, any Share underlying such Option again shall be
     available for grant under the Plan at the discretion of
     the Company.  However, in the event that prior to the
     Option's termination, expiration, or lapse, the holder of
     the Option at any time received one or more "benefits of
     ownership" pursuant to such Option (as defined by the
     Securities and Exchange Commission, pursuant to any rule
     or interpretation promulgated under Section 16 of the
     Exchange Act), the Shares subject to such Option shall
     not be made available for regrant under the Plan.
          4.3  Adjustments in Authorized Shares.  In
     the event of any merger, reorganization, consolidation,
     recapitalization, separation, liquidation, stock
     dividend, split-up, Share combination, or other change in
     the corporate structure of the Company affecting the
     Shares, the Board may make such adjustments to
     outstanding Options as may be determined to be
     appropriate and equitable by the Board, in its sole
     discretion, to prevent dilution or enlargement of rights;
     provided, however, that no such adjustment shall be made
     if the adjustment may cause the Plan to fail to comply
     with the "formula award" exception for grants of Options
     to Directors pursuant to Rule 16b-3 under the Exchange
     Act.
     Article 5.  Eligibility and Participation
          5.1  Eligibility.  Persons eligible to
     participate in the Plan are limited to Nonemployee
     Directors who are serving on the Board on the date of
     each scheduled grant under the Plan.
          5.2  Actual Participation.  All eligible
     Nonemployee Directors shall receive grants of Options
     pursuant to the terms and provisions set forth in Article
     6 herein.
     Article 6.  Nonqualified Stock Options
          6.1  Grants of Options.  During the time
     period beginning as of the Effective Date and ending May
     31, 2005, and subject to the limitation on the number of
     Shares subject to the Plan, on the day following each
     annual meeting of the Company's stockholders, including
     the annual meeting at which the Plan is approved by
     stockholders, each Nonemployee Director shall be granted
     an Option to purchase two thousand (2,000) Shares,
     effective as of each such day following the annual
     stockholders' meeting.  The specific terms and provisions
     of such Options shall be incorporated in Award
     Agreements, executed pursuant to Section 6.3 of the Plan.
          6.2  Limitation on Grant of Options.  Other
     than those grants of Options set forth in Section 6.1
     herein, no additional Options shall be granted under the
     Plan.
          6.3  Option Award Agreement.  Each Option
     grant shall be evidenced by an Award Agreement that shall
     specify the Option Price, the duration of the Option, the
     number of Shares available for purchase under the Option,
     and such other provisions as the Board shall determine.
          6.4  Option Price.  The purchase price per
     Share available for purchase under an Option shall equal
     the Fair Market Value of a Share on the date the Option
     is granted.
          6.5  Duration of Options.  Each Option shall
     expire on the tenth (10th) anniversary date of its grant.
          6.6  Vesting of Shares Subject to Option. 
     Subject to the terms of this Plan, all Options granted
     under this Plan shall vest one hundred percent (100%) on
     the date of grant, and shall remain exercisable until the
     tenth anniversary of their grant date.
          6.7  Termination of Directorship.  All
     Options shall remain exercisable for six (6) months
     following the date the Director's service on the Board
     terminates, or until their expiration date, whichever
     period is shorter.
          In the event of death of a Participant, all
     Options held by such Participant shall remain exercisable
     at any time prior to such Option's expiration date, or
     for one (1) year after the date of death, whichever
     period is shorter, by such persons that have acquired the
     Participant's rights under the Option by will or by the
     laws of descent and distribution.
          In the event of Disability of a Participant,
     all Options shall remain exercisable at any time prior to
     such Option's expiration date, or for one (1) year after
     the effective date of Disability determined by the Board
     (the "Disability Date") whichever period is shorter, by
     the Participant or such person or persons as shall have
     been named as the Participant's legal representative or
     beneficiary.
          6.8  Payment.  Options shall be exercised by
     the delivery of a written notice of exercise to the
     Company, setting forth the number of Shares with respect
     to which the Option is to be exercised, accompanied by
     full payment for the Shares.
          The Option Price upon exercise of any Option
     shall be payable to the Company in full either:  (a) in
     cash or its equivalent, or (b) by tendering previously
     acquired Shares having a Fair Market Value at the time of
     exercise equal to the total Option Price (provided that
     the Shares tendered upon Option exercise have been held
     by the Participant for at least six (6) months prior to
     their tender to satisfy the Option Price), or (c) by a
     combination of (a) and (b).
          As soon as practicable after receipt of a
     written notification of exercise and full payment, the
     Company shall deliver to the Participant, in the
     Participant's name, Share certificates in an appropriate
     amount based upon the number of Shares purchased pursuant
     to the exercise of the Option.
          6.9  Restrictions on Share Transferability. 
     The Board shall impose such restrictions on any Shares
     acquired pursuant to the exercise of an Option under the
     Plan as it may deem advisable, including, without
     limitation, restrictions under applicable Federal
     securities laws, under the requirements of any stock
     exchange or market upon which such Shares are then listed
     and/or traded, and under any blue sky or state securities
     laws applicable to such Shares; provided, however, that
     no such restriction shall be imposed if the restriction
     could result in the failure to comply with the "formula
     award" exception for grants of Options to Directors
     pursuant to Rule 16b-3 under the Exchange Act.
          6.10 Nontransferability of Options.  No
     Option granted under the Plan may be sold, transferred,
     pledged, assigned, or otherwise alienated or
     hypothecated, other than by will or by the laws of
     descent and distribution.  Further, all Options granted
     to a Participant under the Plan shall be exercisable
     during his or her lifetime only by such Participant, or
     in the event of Disability, by his or her legal
     representative if one is appointed.
          6.11 Rights with Respect to Shares.  No
     Participant or beneficiary as applicable, shall have
     rights as a shareholder with respect to any Shares
     issuable pursuant to an Option until the date of issuance
     of a stock certificate to the Participant or beneficiary,
     as applicable, for such Shares.  Except as provided in
     Section 4.3, no adjustment shall be made for dividends,
     distributions, or other rights for which a record date is
     prior to the date such stock certificate is issued.
     Article 7.  Amendment, Modification, and Termination
          7.1  Amendment, Modification, and
     Termination.  Subject to the terms set forth in this
     Section 7.1, the Board may terminate, amend, or modify
     the Plan at any time and from time to time; provided,
     however, that the provisions set forth in the Plan
     regarding the amount of securities to be awarded to
     Directors, the price of securities awarded to Directors,
     and the timing of Option grants to Directors, may not be
     amended more than once within any six (6) month period,
     other than to comport with changes in the Code, the
     Employee Retirement Income Security Act of 1974 as
     amended from time to time, or the rules thereunder.
          Without the approval of the stockholders of
     the Company (as may be required by the Code, by the
     insider trading rules of Section 16 of the Exchange Act,
     by any national securities exchange or system on which
     the Shares are then listed or reported, or by a
     regulatory body having jurisdiction with respect hereto)
     no such termination, amendment, or modification may:
          (a)  Increase the total number or value of Shares
                    which may be available for grants of Options
                    under the Plan, except as provided in Section
                    4.3 herein; or
          (b)  Change the class of Participants eligible to
                    participate in the Plan; or
          (c)  Materially increase the cost of the Plan, or
                    materially increase the benefits accruing to
                    Participants.
          7.2  Awards Previously Granted.  Unless
     required by law, no termination, amendment, or
     modification of the Plan shall in any material manner
     adversely affect any Option previously granted under the
     Plan, without the written consent of the Participant
     holding the Option.
     Article 8.  Miscellaneous
          8.1  Gender and Number.  Except where
     otherwise indicated by the context, any masculine term
     used herein also shall include the feminine; the plural
     shall include the singular and the singular shall include
     the plural.
          8.2  Severability.  In the event any
     provision of the Plan shall be held illegal or invalid
     for any reason, the illegality or invalidity shall not
     affect the remaining parts of the Plan, and the Plan
     shall be construed and enforced as if the illegal or
     invalid provision had not been included.
          8.3  Beneficiary Designation.  Each
     Participant under the Plan may, from time to time, name
     any beneficiary or beneficiaries (who may be named
     contingently or successively) to whom any benefit under
     the Plan is to be paid in the event of his or her death
     (and/or who may exercise the Participant's vested Options
     following his or her death).  Each designation will
     revoke all prior designations by the same Participant,
     shall be in a form prescribed by the Board, and will be
     effective only when filed by the Participant in writing
     with the Board during his or her lifetime.  In the
     absence of any such designation, benefits remaining
     unpaid at the Participant's death shall be paid to the
     Participant's estate (and, subject to the terms and
     provisions of the Plan, any unexercised vested Options
     may be exercised by the administrator or executor of the
     Participant's estate).
          8.4  No Right of Nomination.  Nothing in the
     Plan shall be deemed to create any obligation on the part
     of the Board to nominate any Director for reelection by
     the Company's shareholders.
          8.5  Shares Available.  The Shares made
     available pursuant to Options under the Plan may be
     either authorized but unissued Shares, or Shares which
     have been or may be reacquired by the Company, as
     determined from time to time by the Board.
          8.6  Successors.  All obligations of the
     Company under the Plan with respect to Options granted
     hereunder shall be binding on any successor to the
     Company, whether the existence of such successor is the
     result of a direct or indirect purchase, merger,
     consolidation, or otherwise, of all or substantially all
     of the business and/or assets of the Company.
          8.7  Requirements of Law.  The granting of
     Options under the Plan shall be subject to all applicable
     laws, rules, and regulations, and to such approvals by
     any governmental agencies or national securities
     exchanges as may be required.
          8.8  Shareholder Approval and Adoption.  The
     Plan shall be submitted to the shareholders of the
     Company for their approval and adoption at the 1995
     Annual Meeting of Stockholders.  The Plan shall not be
     effective and no Option shall be granted hereunder unless
     and until the Plan has been so approved and adopted.
          8.9  Governing Law.  To the extent not
     preempted by Federal law, the Plan, and all agreements
     hereunder, shall be construed in accordance with and
     governed by the laws of the state of Delaware, without
     giving effect to any choice or conflict of law provision
     or rule.
          
     
     HOGAN & HARTSON
L.L.P.


ONE TABOR CENTER
1200 SEVENTEENTH STREET, SUITE 1500
DENVER, COLORADO  80202
TEL (303) 899-7300
FAX (303) 899-7333

June 21, 1995


Katy Industries, Inc.
6300 S. Syracuse Way, Suite 300
Englewood, Colorado  80111

          Re:  Registration Statement on Form S-8

Dear Gentlemen:

          We have acted as special counsel to Katy
Industries, Inc., a Delaware corporation (the "Company") in
connection with the preparation of the Form S-8
Registration Statement of the Company filed with the
Securities and Exchange Commission (the "Registration
Statement"), with respect to the registration of 200,000
shares of the Company's Common Stock, $1.00 par value per
share (the "Shares") issuable pursuant to the Katy
Industries, Inc. Non-Employee Director Stock Option Plan
(the "Plan").
          In connection with this opinion, we have made
such inquiries, examined such documents and corporate
records and relied upon such certificates of officers of
the Company and public officials as we have considered
necessary or appropriate for purposes of giving the
opinions hereinafter set forth.  We have assumed the
genuineness and authenticity of all signatures on original
documents, the authenticity of all documents submitted to
us as originals and the conformity to originals of all
documents submitted to us as copies thereof.
          On the basis of the foregoing and subject to
the assumptions, qualifications, limitations and exceptions
set forth herein, we are of the opinion that, assuming the
Registration Statement shall have become effective pursuant
to the provisions of the Securities Act of 1933, as
amended, the Shares being offered under the Plan have been
duly authorized and, when duly issued in accordance with
the Registration Statement and the terms of the Plan and
any agreement, resolution or other instrument governing
such issuance, the Shares so issued will be validly issued,
fully paid and nonassessable.

     We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter.  This opinion letter
has been prepared solely for your use in connection with the filing
of the Registration Statement on the dae of this opinion letter and
should not be quoted in whole or in part or otherwise be referred to,
nor filed with or furnished to any governmental agency or other person
or entity, without the prior written consent of this firm.

     We hereby consent to the filing of this opinion letter as Exhibit
5.1 to the Registration Statement.

                              Very truly yours,



                              Hogan & Hartson
                                   
BLR/sbo



<PAGE>
INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this
Registration Statement on Form S-8 of Katy Industries, Inc.
of our reports dated February 24, 1995 (March 14, 1995 as
to Note 15) appearing in the Annual Report on Form 10-K of
Katy Industries, Inc. for the year ended December 31, 1994.





DELOITTE & TOUCHE LLP
Chicago, Illinois
June 21, 1995
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 NON EMPLOYEE", "secsgml_size_bytes": 38827}]
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As filed with the Securities and Exchange Commission on 
June 21, 1995

Registration No. 33-_________
                                                      
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KATY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)  
                                                                
                          75-1277589
(I.R.S. Employer Identification Number)

6300 S. Syracuse Way, Suite 300
Englewood, Colorado  80111
(Address of Principal Executive Offices)(Zip Code)

KATY INDUSTRIES, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)

John R. Prann, Jr.
President and Chief Executive Officer
6300 S. Syracuse Way, Suite 300
Englewood, Colorado  80111
Telephone:  (303) 290-9300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:

Bruce L. Rogers, Esq.
Hogan & Hartson L.L.P.
One Tabor Center
1200 Seventeenth Street, Suite 1500
Denver, Colorado  80202

Calculation of Registration Fee
Title of securities to be registered  - Common Stock, par value
$1.00 per share
Amount to be registered - 200,000
Proposed maximum price per share (1) - $8.25
Proposed maximum aggregate offering price (1) - $1,650,000
Amount of registration fee (2) - $568.97

(1)  Calculated pursuant to Rule 457(h), based on an assumed
price of $8.25 per share, which represents the average of the high
and low  
prices of such securities reported in the consolidated reporting
system on June 15, 1995.
(2)  Registration fee is calculated on the basis of 1/29 of 1%
of the proposed maximum aggregate offering price of $1,650,000.
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of
1933 (the "Securities Act") and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIREMENT IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

          The following documents filed with the Securities and
Exchange Commission are incorporated herein by reference:

               (a)  The Annual Report on Form 10-K of Katy
Industries, Inc. (the "Registrant") for the year ended
December 31, 1994, filed under the Securities Exchange Act of
1934, as amended (the "Exchange Act").

               (b)  All other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act, since the end of the
fiscal year covered by the Registrant document referred to in (a)
above.

          All reports and other documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities then offered hereby
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of the filing of such reports
and documents.  Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

          Not applicable.

Item 6.  Indemnification of Directors and Officers.

          Section 102(b)(7) of the General Corporation Law of
the State of Delaware permits a Delaware corporation to limit the
personal liability of its directors in accordance with the
provisions set forth therein.  The Amended and Restated
Certificate of Incorporation of the Registrant provides that the
personal liability of its directors shall be limited to the
fullest extent permitted by applicable law.

          Section 145 of the General Corporation Law of the
State of Delaware contains provisions permitting Delaware
corporations to indemnify directors, officers, employees or agents
against expenses, including attorneys' fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred in
connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person was or is
a director, officer, employee or agent of the corporation provided
that (i) such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the corporation's
best interest and (ii) in the case of a criminal proceeding such
person had no reasonable cause to believe his or her conduct was
unlawful.  In the case of actions or suits by or in the right of
the corporation, no indemnification shall be made in a case in
which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought
shall have determined upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses.  Indemnification as described above
shall only be granted in a specific case upon a determination that
indemnification is proper in the circumstances because the
indemnified person has met the applicable standard of conduct. 
Such determination shall be made (a) by a majority of a quorum of
directors who were not parties to such proceeding, (b) if such
quorum cannot be obtained or if a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion or (c) by the stockholders of the corporation.  The
Amended and Restated Certificate of Incorporation and the By-Laws
of the Registrant provide for indemnification of its directors and
officers to the fullest extent permitted by applicable law.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

          Reference is made to the Exhibit Index that
immediately precedes the exhibits filed with this Registration
Statement.

Item 9.  Undertakings.

          (a)  The undersigned Registrant hereby undertakes:

               (1)  To file, during any period in which offers
or sales are being made, a post-effective amendment to this
Registration Statement:

                    (i)  To include any prospectus required
by section 10(a)(3) of the Securities Act;

                    (ii) To reflect in the prospectus any
facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;

                    (iii)     To include any material information
with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;

          provided, however, that the undertakings set forth in
paragraphs (i) and (ii) above do not apply if the Registration
Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant
to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

               (2)  That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

               (3)  To remove from registration by means of
a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.

          (b)  The undersigned Registrant hereby further
undertakes that, for the purposes of determining any liability
under the Securities Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange
Act (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (c)  Insofar as the indemnification for liabilities
arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
SIGNATURES

          Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado, on the 21st
day of June, 1995.

                              KATY INDUSTRIES, INC.
                              
                              
                              By:  /s/ John R. Prann, Jr.
                                   John R. Prann, Jr.,
                                   President, Chief
                                   Executive Officer and
                                   Chief Operating
                                   Officer

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints John R.
Prann, Jr. and Paul Kurowski, and each of them, his true and
lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact 
and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of
1933, this Registration Statement on Form S-8 has been signed by
the following persons in the capacities and as of the date
indicated.
Signature
 Title
    Date

/s/ Philip E. Johnson
Philip E. Johnson
    Chairman of the Board
     June 21, 1995
/s/ John R. Prann, Jr.
John R. Prann, Jr.
    President, Chief Executive Officer and Director    June 21, 1995
/s/ Paul Kurowski
Paul Kurowski
     Chief Financial Officer, Treasurer and Secretary 
        (Principal Financial and Accounting Officer)   June 21, 1995
/s/ Lutz Raettig
Lutz Raettig
    Director   June 21, 1995
/s/ Jacob Saliba
Jacob Saliba
    Director   June 21, 1995
/s/ Charles W. Sahlman
Charles W. Sahlman
    Director   June 21, 1995
/s/ Wallace E. Carroll, Jr.
Wallace E. Carroll, Jr.
    Director   June 21, 1995
/s/ Arthur R. Miller
Arthur R. Miller
    Director   June 21, 1995
/s/ William F. Andrews
William F. Andrews
    Director   June 21, 1995
/s/ Glenn W. Turcotte
Glenn W. Turcotte
    Director   June 21, 1995
/s/ William H. Murphy
William H. Murphy
     Director  June 21, 1995
/s/ Daniel B. Carroll
Daniel B. Carroll       Director   June 21, 1995
INDEX TO EXHIBITS

Exhibit
Number    
                                                          
Description                Sequentially
                                                                
                                                 Numbered Page
4.1 Katy Industries, Inc. Non-Employee Director 
           Stock Option Plan 
5.1 Opinion of Hogan & Hartson L.L.P.
23.1     Consent of Deloitte & Touche LLP
23.2     Consent of Hogan & Hartson L.L.P. - included in Exhibit
5.1 
25.1     Powers of Attorney - included in Part II of Registration 
          Statement  
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     EXHIBIT 4.1
     
     
     Katy Industries, Inc.
     Nonemployee Director Stock Option Plan
     THIS DOCUMENT CONSTITUTES PART OF THE PROSPECTUS COVERING
     SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES
     ACT OF 1933.
Contents                                        
                                                               
                                                               
                                                      Page
     
     Article 1.  Establishment, Purpose, and Duration  1
     Article 2.  Definitions                           1
     Article 3.  Administration                        3
     Article 4.  Shares Subject to the Plan            3
     Article 5.  Eligibility and Participation         4
     Article 6.  Nonqualified Stock Options            4
     Article 7.  Amendment, Modification, and
               Termination                                 6
     Article 8.  Miscellaneous                         6
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     Katy Industries, Inc.
     Nonemployee Director Stock Option Plan
     Article 1.  Establishment, Purpose, and Duration
          1.1  Establishment of the Plan.  Katy
     Industries, Inc., a Delaware corporation (the "Company"),
     hereby establishes an incentive compensation plan to be
     known as the "Katy Industries, Inc. Nonemployee Director
     Stock Option Plan" (the "Plan"), as set forth in this
     document.  The Plan permits the grant of Nonqualified
     Stock Options, subject to the terms and provisions set
     forth herein.
          Subject to approval by the Company's
     stockholders, the Plan shall become effective as of June
     1, 1995 (the "Effective Date"), and shall remain in
     effect as provided in Section 1.3 hereof.
          1.2  Purpose of the Plan.  The purpose of
     the Plan is to promote the achievement of long-term
     objectives of the Company by linking the personal
     interests of Nonemployee Directors to those of Company
     shareholders, and to attract and retain Nonemployee
     Directors of outstanding competence.
          1.3  Duration of the Plan.  The Plan shall
     commence on the Effective Date, and shall remain in
     effect, subject to the right of the Board of Directors to
     terminate the Plan at any time pursuant to Article 7
     herein, until all Shares subject to it shall have been
     purchased or acquired according to the Plan's provisions. 
     However, in no event may an Option be granted under the
     Plan on or after May 31, 2005.
     Article 2.  Definitions
          Whenever used in the Plan, the following
     terms shall have the meanings set forth below and, when
     the meaning is intended, the initial letter of the word
     is capitalized:
          (a)  "Beneficial Owner" shall have the meaning
                    ascribed to such term in Rule 13d-3 of the
                    General Rules and Regulations under the
                    Exchange Act.
          (b)  "Board" or "Board of Directors" means the
                    Board of Directors of the Company.
          (c)  "Code" means the Internal Revenue Code of
                    1986, as amended from time to time.
          (d)  "Company" means Katy Industries, Inc., a
                    Delaware corporation.
          (e)  "Director" means any individual who is a
                    member of the Board of Directors of the
                    Company.
          (f)  "Disability" shall have the meaning ascribed
                    in the Company's governing long-term
                    disability plan or if no plan is then in
                    effect, shall mean the determination by the
                    Board that the physical or mental condition of
                    a Participant renders such Participant unable
                    to carry out the duties and obligations as a
                    Director of the Company; provided, however,
                    that "Disability" shall mean a permanent and
                    total disability, within the meaning of Code
                    Section 22(e)(3) if required, to satisfy the
                    "formula plan exception" under Rule 16b-3(c)(2)(i)(A)
                     of Section 16 of the Exchange Act.

          (g)  "Employee" means any nonunion employee of the
                    Company or of the Company's Subsidiaries.  For
                    purposes of the Plan, an individual whose only
                    employment relationship with the Company is as
                    a Director or Chairman of the Board, shall not
                    be deemed to be an Employee.
          (h)  "Exchange Act" means the Securities Exchange
                    Act of 1934, as amended from time to time, or
                    any successor Act thereto.
          (i)  "Fair Market Value" shall be determined on the
                    basis of the closing sale price on the
                    principal securities exchange on which the
                    Shares are publicly traded or, if there is no
                    such sale on the relevant date, then on the
                    last previous day on which a sale was
                    reported.
          (j)  "Nonemployee Director" means an individual who
                    is a member of the Board of Directors of the
                    Company, but who is not an Employee of the
                    Company or a participant in the Company's
                    Long-Term Incentive Plan.
          (k)  "Nonqualified Stock Option," "NQSO," or
                    "Option" means an option to purchase Shares,
                    granted under Article 6 herein.
          (l)  "Option Agreement" means an agreement entered
                    into by and between the Company and a
                    Nonemployee Director, setting forth the terms
                    and provisions applicable to an Option granted
                    under the Plan.
          (m)  "Option Price" means the price at which a
                    Share may be purchased pursuant to an Option.
          (n)  "Participant" means a Nonemployee Director of
                    the Company who has an outstanding Option
                    granted under the Plan.
          (o)  "Person" shall have the meaning ascribed to
                    such term in Section 3(a)(9) of the Exchange
                    Act and used in Sections 13(d) and 14(d)
                    thereof, including a "group" as defined in
                    Section 13(d).
          (p)  "Shares" means the shares of Common Stock of
                    the Company.
          (q)  "Subsidiary" means any corporation,
                    partnership, joint venture, affiliate, or
                    other entity on which the Company has a
                    majority voting interest.
     Article 3.  Administration
          3.1  The Board of Directors.  The Plan shall
     be administered by the Board of Directors of the Company,
     subject to the restrictions set forth in the Plan.
          3.2  Administration by the Board.  The Board
     shall have the full power, discretion, and authority to
     interpret and administer the Plan in a manner which is
     consistent with the Plan's provisions.  However, in no
     event shall the Board have the power to determine Plan
     eligibility, or to determine the number, the value, the
     vesting period, or the timing of Options to be made under
     the Plan (all such determinations are automatic pursuant
     to the provisions of the Plan).
          3.3  Decisions Binding.  All determinations
     and decisions made by the Board pursuant to the
     provisions of the Plan, and all related orders or
     resolutions of the Board shall be final, conclusive, and
     binding on all persons, including the Company, its
     stockholders, employees, Participants, and their estates
     and beneficiaries.
     Article 4.  Shares Subject to the Plan
          4.1  Number of Shares.  Subject to
     adjustment as provided in Section 4.3 herein, the total
     number of Shares available for grant under the Plan may
     not exceed two hundred thousand (200,000).  The grant of
     an Option shall reduce the Shares available for grant
     under the Plan by the number of Shares subject to such
     Option.
          4.2  Lapsed Awards.  If any Option granted
     under the Plan terminates, expires, or lapses for any
     reason, any Share underlying such Option again shall be
     available for grant under the Plan at the discretion of
     the Company.  However, in the event that prior to the
     Option's termination, expiration, or lapse, the holder of
     the Option at any time received one or more "benefits of
     ownership" pursuant to such Option (as defined by the
     Securities and Exchange Commission, pursuant to any rule
     or interpretation promulgated under Section 16 of the
     Exchange Act), the Shares subject to such Option shall
     not be made available for regrant under the Plan.
          4.3  Adjustments in Authorized Shares.  In
     the event of any merger, reorganization, consolidation,
     recapitalization, separation, liquidation, stock
     dividend, split-up, Share combination, or other change in
     the corporate structure of the Company affecting the
     Shares, the Board may make such adjustments to
     outstanding Options as may be determined to be
     appropriate and equitable by the Board, in its sole
     discretion, to prevent dilution or enlargement of rights;
     provided, however, that no such adjustment shall be made
     if the adjustment may cause the Plan to fail to comply
     with the "formula award" exception for grants of Options
     to Directors pursuant to Rule 16b-3 under the Exchange
     Act.
     Article 5.  Eligibility and Participation
          5.1  Eligibility.  Persons eligible to
     participate in the Plan are limited to Nonemployee
     Directors who are serving on the Board on the date of
     each scheduled grant under the Plan.
          5.2  Actual Participation.  All eligible
     Nonemployee Directors shall receive grants of Options
     pursuant to the terms and provisions set forth in Article
     6 herein.
     Article 6.  Nonqualified Stock Options
          6.1  Grants of Options.  During the time
     period beginning as of the Effective Date and ending May
     31, 2005, and subject to the limitation on the number of
     Shares subject to the Plan, on the day following each
     annual meeting of the Company's stockholders, including
     the annual meeting at which the Plan is approved by
     stockholders, each Nonemployee Director shall be granted
     an Option to purchase two thousand (2,000) Shares,
     effective as of each such day following the annual
     stockholders' meeting.  The specific terms and provisions
     of such Options shall be incorporated in Award
     Agreements, executed pursuant to Section 6.3 of the Plan.
          6.2  Limitation on Grant of Options.  Other
     than those grants of Options set forth in Section 6.1
     herein, no additional Options shall be granted under the
     Plan.
          6.3  Option Award Agreement.  Each Option
     grant shall be evidenced by an Award Agreement that shall
     specify the Option Price, the duration of the Option, the
     number of Shares available for purchase under the Option,
     and such other provisions as the Board shall determine.
          6.4  Option Price.  The purchase price per
     Share available for purchase under an Option shall equal
     the Fair Market Value of a Share on the date the Option
     is granted.
          6.5  Duration of Options.  Each Option shall
     expire on the tenth (10th) anniversary date of its grant.
          6.6  Vesting of Shares Subject to Option. 
     Subject to the terms of this Plan, all Options granted
     under this Plan shall vest one hundred percent (100%) on
     the date of grant, and shall remain exercisable until the
     tenth anniversary of their grant date.
          6.7  Termination of Directorship.  All
     Options shall remain exercisable for six (6) months
     following the date the Director's service on the Board
     terminates, or until their expiration date, whichever
     period is shorter.
          In the event of death of a Participant, all
     Options held by such Participant shall remain exercisable
     at any time prior to such Option's expiration date, or
     for one (1) year after the date of death, whichever
     period is shorter, by such persons that have acquired the
     Participant's rights under the Option by will or by the
     laws of descent and distribution.
          In the event of Disability of a Participant,
     all Options shall remain exercisable at any time prior to
     such Option's expiration date, or for one (1) year after
     the effective date of Disability determined by the Board
     (the "Disability Date") whichever period is shorter, by
     the Participant or such person or persons as shall have
     been named as the Participant's legal representative or
     beneficiary.
          6.8  Payment.  Options shall be exercised by
     the delivery of a written notice of exercise to the
     Company, setting forth the number of Shares with respect
     to which the Option is to be exercised, accompanied by
     full payment for the Shares.
          The Option Price upon exercise of any Option
     shall be payable to the Company in full either:  (a) in
     cash or its equivalent, or (b) by tendering previously
     acquired Shares having a Fair Market Value at the time of
     exercise equal to the total Option Price (provided that
     the Shares tendered upon Option exercise have been held
     by the Participant for at least six (6) months prior to
     their tender to satisfy the Option Price), or (c) by a
     combination of (a) and (b).
          As soon as practicable after receipt of a
     written notification of exercise and full payment, the
     Company shall deliver to the Participant, in the
     Participant's name, Share certificates in an appropriate
     amount based upon the number of Shares purchased pursuant
     to the exercise of the Option.
          6.9  Restrictions on Share Transferability. 
     The Board shall impose such restrictions on any Shares
     acquired pursuant to the exercise of an Option under the
     Plan as it may deem advisable, including, without
     limitation, restrictions under applicable Federal
     securities laws, under the requirements of any stock
     exchange or market upon which such Shares are then listed
     and/or traded, and under any blue sky or state securities
     laws applicable to such Shares; provided, however, that
     no such restriction shall be imposed if the restriction
     could result in the failure to comply with the "formula
     award" exception for grants of Options to Directors
     pursuant to Rule 16b-3 under the Exchange Act.
          6.10 Nontransferability of Options.  No
     Option granted under the Plan may be sold, transferred,
     pledged, assigned, or otherwise alienated or
     hypothecated, other than by will or by the laws of
     descent and distribution.  Further, all Options granted
     to a Participant under the Plan shall be exercisable
     during his or her lifetime only by such Participant, or
     in the event of Disability, by his or her legal
     representative if one is appointed.
          6.11 Rights with Respect to Shares.  No
     Participant or beneficiary as applicable, shall have
     rights as a shareholder with respect to any Shares
     issuable pursuant to an Option until the date of issuance
     of a stock certificate to the Participant or beneficiary,
     as applicable, for such Shares.  Except as provided in
     Section 4.3, no adjustment shall be made for dividends,
     distributions, or other rights for which a record date is
     prior to the date such stock certificate is issued.
     Article 7.  Amendment, Modification, and Termination
          7.1  Amendment, Modification, and
     Termination.  Subject to the terms set forth in this
     Section 7.1, the Board may terminate, amend, or modify
     the Plan at any time and from time to time; provided,
     however, that the provisions set forth in the Plan
     regarding the amount of securities to be awarded to
     Directors, the price of securities awarded to Directors,
     and the timing of Option grants to Directors, may not be
     amended more than once within any six (6) month period,
     other than to comport with changes in the Code, the
     Employee Retirement Income Security Act of 1974 as
     amended from time to time, or the rules thereunder.
          Without the approval of the stockholders of
     the Company (as may be required by the Code, by the
     insider trading rules of Section 16 of the Exchange Act,
     by any national securities exchange or system on which
     the Shares are then listed or reported, or by a
     regulatory body having jurisdiction with respect hereto)
     no such termination, amendment, or modification may:
          (a)  Increase the total number or value of Shares
                    which may be available for grants of Options
                    under the Plan, except as provided in Section
                    4.3 herein; or
          (b)  Change the class of Participants eligible to
                    participate in the Plan; or
          (c)  Materially increase the cost of the Plan, or
                    materially increase the benefits accruing to
                    Participants.
          7.2  Awards Previously Granted.  Unless
     required by law, no termination, amendment, or
     modification of the Plan shall in any material manner
     adversely affect any Option previously granted under the
     Plan, without the written consent of the Participant
     holding the Option.
     Article 8.  Miscellaneous
          8.1  Gender and Number.  Except where
     otherwise indicated by the context, any masculine term
     used herein also shall include the feminine; the plural
     shall include the singular and the singular shall include
     the plural.
          8.2  Severability.  In the event any
     provision of the Plan shall be held illegal or invalid
     for any reason, the illegality or invalidity shall not
     affect the remaining parts of the Plan, and the Plan
     shall be construed and enforced as if the illegal or
     invalid provision had not been included.
          8.3  Beneficiary Designation.  Each
     Participant under the Plan may, from time to time, name
     any beneficiary or beneficiaries (who may be named
     contingently or successively) to whom any benefit under
     the Plan is to be paid in the event of his or her death
     (and/or who may exercise the Participant's vested Options
     following his or her death).  Each designation will
     revoke all prior designations by the same Participant,
     shall be in a form prescribed by the Board, and will be
     effective only when filed by the Participant in writing
     with the Board during his or her lifetime.  In the
     absence of any such designation, benefits remaining
     unpaid at the Participant's death shall be paid to the
     Participant's estate (and, subject to the terms and
     provisions of the Plan, any unexercised vested Options
     may be exercised by the administrator or executor of the
     Participant's estate).
          8.4  No Right of Nomination.  Nothing in the
     Plan shall be deemed to create any obligation on the part
     of the Board to nominate any Director for reelection by
     the Company's shareholders.
          8.5  Shares Available.  The Shares made
     available pursuant to Options under the Plan may be
     either authorized but unissued Shares, or Shares which
     have been or may be reacquired by the Company, as
     determined from time to time by the Board.
          8.6  Successors.  All obligations of the
     Company under the Plan with respect to Options granted
     hereunder shall be binding on any successor to the
     Company, whether the existence of such successor is the
     result of a direct or indirect purchase, merger,
     consolidation, or otherwise, of all or substantially all
     of the business and/or assets of the Company.
          8.7  Requirements of Law.  The granting of
     Options under the Plan shall be subject to all applicable
     laws, rules, and regulations, and to such approvals by
     any governmental agencies or national securities
     exchanges as may be required.
          8.8  Shareholder Approval and Adoption.  The
     Plan shall be submitted to the shareholders of the
     Company for their approval and adoption at the 1995
     Annual Meeting of Stockholders.  The Plan shall not be
     effective and no Option shall be granted hereunder unless
     and until the Plan has been so approved and adopted.
          8.9  Governing Law.  To the extent not
     preempted by Federal law, the Plan, and all agreements
     hereunder, shall be construed in accordance with and
     governed by the laws of the state of Delaware, without
     giving effect to any choice or conflict of law provision
     or rule.
          
     
     HOGAN & HARTSON
L.L.P.

ONE TABOR CENTER
1200 SEVENTEENTH STREET, SUITE 1500
DENVER, COLORADO  80202
TEL (303) 899-7300
FAX (303) 899-7333

June 21, 1995

Katy Industries, Inc.
6300 S. Syracuse Way, Suite 300
Englewood, Colorado  80111

          Re:  Registration Statement on Form S-8

Dear Gentlemen:

          We have acted as special counsel to Katy
Industries, Inc., a Delaware corporation (the "Company") in
connection with the preparation of the Form S-8
Registration Statement of the Company filed with the
Securities and Exchange Commission (the "Registration
Statement"), with respect to the registration of 200,000
shares of the Company's Common Stock, $1.00 par value per
share (the "Shares") issuable pursuant to the Katy
Industries, Inc. Non-Employee Director Stock Option Plan
(the "Plan").
          In connection with this opinion, we have made
such inquiries, examined such documents and corporate
records and relied upon such certificates of officers of
the Company and public officials as we have considered
necessary or appropriate for purposes of giving the
opinions hereinafter set forth.  We have assumed the
genuineness and authenticity of all signatures on original
documents, the authenticity of all documents submitted to
us as originals and the conformity to originals of all
documents submitted to us as copies thereof.
          On the basis of the foregoing and subject to
the assumptions, qualifications, limitations and exceptions
set forth herein, we are of the opinion that, assuming the
Registration Statement shall have become effective pursuant
to the provisions of the Securities Act of 1933, as
amended, the Shares being offered under the Plan have been
duly authorized and, when duly issued in accordance with
the Registration Statement and the terms of the Plan and
any agreement, resolution or other instrument governing
such issuance, the Shares so issued will be validly issued,
fully paid and nonassessable.

     We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter.  This opinion letter
has been prepared solely for your use in connection with the filing
of the Registration Statement on the dae of this opinion letter and
should not be quoted in whole or in part or otherwise be referred to,
nor filed with or furnished to any governmental agency or other person
or entity, without the prior written consent of this firm.

     We hereby consent to the filing of this opinion letter as Exhibit
5.1 to the Registration Statement.

                              Very truly yours,

                              Hogan & Hartson
                                   
BLR/sbo
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this
Registration Statement on Form S-8 of Katy Industries, Inc.
of our reports dated February 24, 1995 (March 14, 1995 as
to Note 15) appearing in the Annual Report on Form 10-K of
Katy Industries, Inc. for the year ended December 31, 1994.

DELOITTE & TOUCHE LLP
Chicago, Illinois
June 21, 1995