KATY INDUSTRIES INC
10-Q, 1995-05-15
SPECIAL INDUSTRY MACHINERY, NEC
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                     Securities and Exchange Commission
                           Washington, D.C. 20549

                                  FORM 10-Q

                      Quarterly Report Under Section 13
               or 15(d) of the Securities Exchange Act of 1934


  For Quarter Ended: March 31, 1995          Commission File Number 1-5558


                            Katy Industries, Inc.
           (Exact name of registrant as specified in its charter)



           Delaware                              75-1277589
   (State of Incorporation)          (I.R.S. Employer Identification No.)


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


      Registrant's telephone number, including area code: (303)290-9300



   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.


        Yes             No   X  



   Indicate the number of shares outstanding of each of the issuer's classes 
of common stock as of the latest practicable date.


             Class                      Outstanding at March 31, 1995
    Common stock, $1 par value                   9,076,387


                             KATY INDUSTRIES, INC.
                                                         
                                  FORM 10-Q

                               MARCH 31, 1995






                                    INDEX



                                                                    Page No.
PART I      FINANCIAL INFORMATION
            Condensed Consolidated Balance Sheets
              March 31, 1995 and December 31, 1994                        2
            Statements of Condensed Consolidated Operations
              Three months ended March 31, 1995 and 1994                  4
            Statements of Condensed Consolidated Cash Flows
              Three months ended March 31, 1995 and 1994                  5
            Notes to Condensed Consolidated Financial Information         6
            Management's Discussion and Analysis of
              Financial Condition and Results of Operations              10


PART II     OTHER INFORMATION
            Item 1  Legal Proceedings                                    15
            Item 6  Exhibits and Reports on Form 8-K                     16
            Signatures                                                   16

<TABLE>
<CAPTION>

                           KATY INDUSTRIES, INC.

                   CONDENSED CONSOLIDATED BALANCE SHEETS

                   MARCH 31, 1995 AND DECEMBER 31, 1994

                                                     March 31,    December 31,
                                                        1995          1994    
                                                     (Thousands of Dollars)
<S>                                                   <C>            <C>
CURRENT ASSETS:

  Cash and cash equivalents                           $  2,607       $  8,475
  Marketable securities - available for sale            27,812         23,756
  Accounts receivable, trade, net of allowance 
    for doubtful accounts of $3,943 and $3,183          28,147         20,423
  Notes and other receivables, net of allowance 
    for doubtful notes of $504 and $854                  3,270        2,112
  Inventories - Note 1                                  45,903       31,312
  Other current assets                                  13,413       13,784

        Total current assets                           121,152       99,862


OTHER ASSETS:
  Investments, at equity, in unconsolidated 
    subsidiaries - Note 3                               46,524       45,310
  Investments, at cost - Note 4                            411          406
  Investment in waste-to-energy facility                11,647       11,759
  Notes receivable, net of allowance for
    doubtful notes of $2,500                             1,568        2,283
  Miscellaneous                                         10,593        4,982

        Total other assets                              70,743       64,740


PROPERTIES, at cost:
  Land and improvements                                  5,275        4,868
  Buildings and improvements                            34,537       25,152
  Machinery and equipment                               55,473       56,743
                                                        95,285       86,763
  Accumulated depreciation                           (  48,608)   (  48,223)

        Net properties                                  46,677       38,540
 
                                                      $238,572     $203,142
  


See Notes to Condensed Consolidated Financial Information.  
</TABLE>
<TABLE>
<CAPTION>
                         KATY INDUSTRIES, INC.

                   CONDENSED CONSOLIDATED BALANCE SHEETS

                   MARCH 31, 1995 AND DECEMBER 31, 1994

                                         March 31,     December 31,
                                           1995          1994    
                                               (Thousands of Dollars)
<S>                                     <C>           <C>
CURRENT LIABILITIES:
  Notes payable - banks                  $ 26,558     $  7,948
  Accounts payable                         10,996        6,807
  Accrued compensation                      5,614        6,180
  Accrued expenses                         29,428       25,060
  Accrued interest and taxes                  914          773
  Current maturities, long-term debt        2,559        2,407
  Dividends payable                           646          646
        Total current liabilities          76,715       49,821


LONG-TERM DEBT, less current maturities    13,568       10,572


OTHER LIABILITIES                          36,580       31,759


MINORITY INTEREST                             215          212



STOCKHOLDERS' EQUITY
  Common stock, $1 par value, authorized
    25,000,000 shares, issued 9,821,329
    shares                                  9,821        9,821
  Additional paid-in capital               51,111       51,111
  Foreign currency translation 
   and other adjustments                    2,207        2,676
  Unrealized holding gain, net of tax       6,916        4,426
  Retained earnings                        54,282       55,587
  Treasury stock, 803,942 shares        (  12,843)   (  12,843)

        Total stockholders' equity        111,494      110,778

                                         $238,572     $203,142


See Notes to Condensed Consolidated Financial Information.
</TABLE>

<TABLE>
<CAPTION>

                           KATY INDUSTRIES, INC.

              STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS

                THREE MONTHS ENDED MARCH 31, 1995 AND 1994



                                             1995        1994   
                                           (Thousands of Dollars
                                        Except Per Share Data)
<S>                                      <C>          <C>
Net sales                                $ 38,358     $ 38,423
Costs and expenses:
  Cost of goods sold                       26,456       27,036
  Selling, general and administrative      10,954        9,863
  Depreciation and amortization             1,378        1,544
  Interest expense                            418          520
  Interest income                       (     276)   (   1,225)
  Other, net - Note 4                         237        6,350

                                            39,167     44,088
      Loss from consolidated operations
      before provision for income taxes  (     809) (   5,665)

Benefit (Provision) for income taxes     (     628)     1,864

      Loss from consolidated operations  (   1,437) (   3,801)

Equity in income of unconsolidated
  subsidiaries (net of tax) - Note 3           700        613

      Net loss                           ($    737) ($  3,188)

Loss per share                           ($    .08) ($    .35)

Average shares outstanding (in thousands)    9,076      9,017

Dividends per share - 
  Common stock $1.00 par value            $  .0625     $  .0625




See Notes to Condensed Consolidated Financial Information.
</TABLE>
<TABLE>
<CAPTION>

                           KATY INDUSTRIES, INC.

              STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS

                THREE MONTHS ENDED MARCH 31, 1995 AND 1994


                                            1995          1994   
                                           (Thousands of Dollars)
<S>                                     <C>          <C>
Cash flows from operating activities:
  Net loss                              ($    737)   ($  3,188)
  Write off of investment                    -           6,580
  Gain on sale of assets                (       3)   (       4)
  Adjustments to reconcile net loss 
   to net cash flows from operating 
   activities                                 929    (   6,057)

        Net cash flows from 
         operating activities                 189    (   2,669)

Cash flows from investing activities:
  Proceeds from sale of assets                 41          204
  Collections of notes receivable             143          108
  Purchase of subsidiary, net of cash
    acquired                            (  23,717)   (   2,226)
  Capital expenditures                  (   3,372)   (     731)
  
        Net cash flows from 
         investing activities           (  26,905)   (   2,645)

Cash flows from financing activities:
  Notes payable activity, net              18,267    (      36)
  Principal payments on long-term debt  (   1,150)   (   1,467)
  Payment of dividends                  (     567)   (     564)
  Proceeds from issuance of 
   long-term debt                           4,298            4

        Net cash flows from 
         financing activities              20,848    (   2,063)

Net (decrease) in cash and cash 
  equivalents                           (   5,868)   (   7,377)

Cash and cash equivalents 
   beginning of period                      8,475      130,289

Cash and cash equivalents end of period  $  2,607     $122,912


See Notes to Condensed Consolidated Financial Information.
</TABLE>


(1)    Significant Accounting Policies

Consolidation Policy

   The financial statements include, on a consolidated basis, the accounts 
of Katy Industries, Inc. and subsidiaries (Katy) in which it has greater 
than 50% interest.

   The information furnished reflects all known adjustments which are, in 
the opinion of management, necessary for a fair presentation.  Interim 
figures are subject to year-end audit adjustments.

Inventories

   The components of inventories are as follows:

                                   March 31,    December 31,
                                     1995           1994    

           Raw materials          $11,737       $11,304
           Work in process          8,798         7,137
           Finished goods          25,368        12,871

                                  $45,903       $31,312


(2) Acquisitions:

    Effective March 31, 1995 Katy purchased all of the outstanding shares of
common stock of GC Thorsen, Inc. (GCT), a leading value-added marketer and 
distributor of electronic and electrical parts and accessories and nonpowered
handtools.  The purchase price, including acquisition costs, was 
approximately $24,000,000, of which $19,500,000 was financed through Katy's 
bank line of credit.  The acquisition has been accounted for under the 
purchase method and the balance sheet of GCT as of March 31, 1995
has been included in Katy's Condensed Consolidated Balance Sheet.  The 
excess of the purchase price over the fair value of the net assets acquired 
of approximately $4,200,000 will be amortized over 20 years.


(3) Investments in Unconsolidated Subsidiaries, at Equity    

Katy's investments in unconsolidated subsidiaries are comprised of the 
following:


                                   March 31,  December 31,
                                     1995         1994    

        Syratech Corporation       $39,570      $38,325
        Bee Gee Holding 
               Company, Inc.         6,954        6,985

                                   $46,524      $45,310

<TABLE>
<CAPTION>
(3)  Investments in Unconsolidated Subsidiaries, at Equity (Continued)

     The condensed financial information which follows reflects Katy's 
proportionate share in the financial position and results of operations of 
all of its unconsolidated subsidiaries:

                                  March 31,      December 31,
                                   1995             1994    
                                                    (Thousands of Dollars)
                                             
<S>                               <C>            <C>
      Current assets              $43,630        $40,475
      Current liabilities        ( 18,350)      ( 16,196) 

         Working capital           25,280         24,278

      Properties, net              28,281         27,590
      Other assets                  1,790            836
      Long-term debt             (  6,124)      (  4,894) 
      Other liabilities          (  3,174)      (  3,086) 

         Stockholders' equity      46,053         44,724

      Unamortized excess of cost
       over net assets acquired       483            586

      Investments in uncon-
       solidated subsidiaries, 
       at equity                  $46,536        $45,310


                                        Three Months
                                       Ended March 31       
                                     1995         1994  
                                   (Thousands of Dollars)

      Sales                      $ 25,355       $ 20,894
           
      Costs and expenses        (  24,039)      ( 19,575)

      Net income                    1,316          1,319

      Amortization of excess
       of cost over net 
       assets acquired           (    102)      (    204)

      Provision for income taxes (    514)      (    502)

      Equity in income of     
        unconsolidated 
        subsidiaries              $   700        $   613

</TABLE>

(3)   Investments in Unconsolidated Subsidiaries, at Equity (Continued)

  On March 27, 1994 Katy purchased 50% of the outstanding common stock of 
C.E.G.F.(USA), which purchase results in Katy owning 95% of C.E.G.F.  As of 
March 31, 1994 the balance sheet of C.E.G.F.  is included in Katy's 
Condensed Consolidated Balance Sheet and beginning in the second quarter of 
1994 the income statement of C.E.G.F. was included in Katy's Statement of 
Condensed Consolidated Operations.

(4)   Investments, at Cost

  In April, 1994 management of Katy met with Katy's oil exploration joint 
venture partners and, based on current facts and circumstances, Katy has 
decided not to commit further funds to the oil exploration project and will 
not participate in any further activities on the site.  Accordingly, in 
March, 1994 Katy wrote off its $6,580,000 investment.



LIQUIDITY AND CAPITAL RESOURCES

  During the three months ended March 31, 1995 and 1994 working capital 
decreased $5,406,000 and increased $5,406,000, respectively.  Current ratios 
were 1.58 to 1.00 at March 31, 1995 and 2.00 to 1.00 at December 31, 1994.  
Katy has authorized and expects to commit an additional $5,580,000 for 
capital projects during the remainder of 1995.  Funding for these 
expenditures is expected to be accomplished substantially through use of 
internally generated funds from operations supplemented by short-term
borrowings.

  Effective March 31, 1995 Katy purchased all of the outstanding shares of 
common stock of GC Thorsen, Inc. (GCT), a leading value-added marketer and 
distributor of electronic and electrical parts and accessories and 
nonpowered handtools.  The purchase price, including acquisition costs, was 
approximately $24,000,000, of which $19,500,000 was financed through Katy's 
bank line of credit.  The acquisition has been accounted for under the 
purchase method and the balance sheet of GCT as of March 31, 1995 has been
included in Katy's Condensed Consolidated Balance Sheet.  The excess of 
the purchase price over the fair value of the net assets acquired of 
approximately $4,200,000 will be amortized over 20 years.

  The Company and certain of its current and former direct and indirect 
corporate predecessors, subsidiaries and divisions have been identified by 
the U.S. Environmental Protection Agency and certain state environmental 
agencies and private parties as potentially responsible parties ("PRPs") at 
a number of hazardous waste disposal sites under the Comprehensive 
Environmental Response, Compensation and Liability Act ("Superfund") and 
equivalent state laws and, as such, may be liable for the cost of cleanup 
and other remedial activities at these sites.  Responsibility for cleanup and
other remedial activities at a Superfund site is typically shared among PRPs 
based on an allocation formula.  The means of determining allocation among 
PRPs is generally set forth in a written agreement entered into by the PRPs 
at a particular site.  An allocation share assigned to a PRP is often based 
on the PRP's volummetric contribution of waste to a site.  Under the federal 
Superfund statute, parties are held to be jointly and severally liable, thus 
subjecting them to potential individual liability for the entire cost of 
cleanup at the site.  The Company is also involved in remedial response and 
voluntary environmental cleanup at a number of other sites which are not 
currently the subject of any legal proceedings under Superfund, including 
certain of its current and formerly owned manufacturing facilities.  Based 
on its estimate of allocation of liability among PRPs, the probability that 
other PRPs, many of whom are large, solvent, public companies, will fully 
pay the costs apportioned to them, currently available information concerning
the scope of contamination, estimated remediation costs, estimated legal 
fees and other factors, the Company has recorded and accrued for indicated 
environmental liabilities in the aggregate amount of approximately $7,200,000. 
The Company expects this amount to be substantially paid over the next one 
to four years.

  Although management believes that these actions individually and in the 
aggregate are not likely to have a material adverse effect on Katy, further 
costs could be significant and will be recorded as a charge to operations 
when such costs become probable and reasonably estimable.

  Katy also has a number of product liability and workers' compensation claims
pending against it and its subsidiaries.  Many of these claims are proceeding
through the litigation process and the final outcome will not be known until 
a settlement is reached with the claimant or the case is adjudicated.  It 
can take up to 6-10 years from the date of the injury to reach a final 
outcome for such claims.  With respect to the product liability and workers' 
compensation claims, Katy hasprovided for its share of expected losses beyond
the applicable insurance coverage, including 


LIQUIDITY AND CAPITAL RESOURCES (Continued)

those incurred but not reported.  Such accruals are developed using 
currently available claim information.  Such accruals, however, are 
management's best estimate and the ultimate cost of any individual claim can 
vary based upon, among other factors, the nature of the injury, the 
duration of the disability period, the length of the claim period, the 
jurisdiction of the claim and the nature of the final outcome.  The incurred
but not reported component of the liability was developed using actuarial 
techniques.

  On January 13, 1995, the Board of Directors adopted a Stockholder Rights 
Plan in which Common Stock Purchase Rights ("Rights") were distributed as a 
dividend at the rate of one Right for each share of Common Stock held as of 
the close of business on January 24, 1995.

  The Rights were designed to guard against (i) coercive and abusive tactics 
that might be used in an attempt to gain control of the Company without 
paying all stockholders a fair price for their shares, or (ii) the 
accumulation of a substantial block of stock without Board approval.  
The Rights Plan will not prevent takeovers, but was designed to  deter 
coercive and abusive takeover tactics and to encourage anyone attempting to 
acquire the Company to first negotiate with the Board.  Furthermore, the
Rights also permit the Board to have some input with respect to possible 
future acquisitions of Company stock by the Carroll family and certain 
investment funds managed by Mario J. Gabelli.

  As of January 13, 1995 the Carroll family beneficially owned approximately 
47% and the Gabelli group beneficially owned approximately 21% of the 
Company's Common Stock.  As of May 15, 1995, the ownership of the Carroll 
family has not changed; the Gabelli group owns 21.82% 
  
  Such Rights only become exercisable, or transferable apart from the Common 
Stock, ten business days after a person or group (an "Acquiring Person")
acquires beneficial ownership of, or commences a tender or exchange offer 
for, 10% or more of the Company's Common Stock.  Any additional acquisition 
of shares by the Carroll family or the Gabelli group which would increase 
their beneficial ownership in the Company's Common Stock by more than 1% 
above their holdings at January 13, 1995, respectively, will also make the
Rights exercisable.

  Once exercisable, each Right not owned by an Acquiring Person, or if the 
Carroll family or the Gabelli group acquires additional shares then that 
family or group allows the Rightholder to acquire one share of the Company's 
Common Stock at an exercise price of $35, subject to adjustment.  Thereafter,
upon the occurrence of certain events (for example, if the Company is the 
surviving corporation of a merger with an Acquiring Person), the Rights 
entitle holders other than the Acquiring Person to acquire Common Stock 
having a value of twice the exercise price of the Right.  Alternatively, 
upon the occurrence of certain other events (for example, if the Company is 
acquired in a merger or other business combination transaction in which the 
Company is not the surviving corporation), the Rights would entitle holders 
other than the Acquiring Person to acquire Common Stock of the Acquiring 
Person having a value twice the exercise price of the Rights.

  The Rights may be redeemed by the Company at a redemption price of 
$.01 per Right at any time until the tenth business day following public
announcement that a 10% position has been acquired (or an additional 1% if
by the Carroll family or Gabelli group) or ten business days after
commencement of a tender or exchange offer.  The Rights will expire on
January 24, 2005.



LIQUIDITY AND CAPITAL RESOURCES (Continued)

  By its terms, the Rights Plan reserves for the Board of Directors the right to
amend the Plan and redeem the Rights.  All the terms of the Plan,
including but not limited to the exercise price of the Rights and the
ownership percentages leading to a triggering event, may be amended by the
Board of Directors of the Company at any time prior to the triggering  of
the Rights Plan's "flip-over" and "flip-in" provisions.

  At March 31, 1995 Katy had short and long-term indebtedness for money 
borrowed of $42,685,000 of which $6,716,000 represented short-term bank
credit lines from banks in Germany in support of Katy's 75% owned German
subsidiary (Schoen) and $19,500,000 represented short-term borrowings under
Katy's domestic bank line of credit, which borrowings were used for the
acquisition of GC Thorsen, Inc..  In addition, Schoen and its subsidiaries
had long-term indebtedness of $5,480,000, of which $1,122,000 was current,
which is also included in the total shown above.  Total debt was 27.7% of
total debt and equity at March 31, 1995.  Katy has a line of credit with 
The Northern Trust Company, which was increased to an aggregate principal
amount of $30,000,000 during the quarter ended March 31, 1995.  The line 
of credit may be used for letters of credit, working capital and/or
acquisitions.  Katy has no guarantees outstanding on any debt of Schoen or
its subsidiaries. 
  During the first quarter of 1995, Schoen and its subsidiaries continued
to incur substantial losses from operations.  In 1992, management began a
restructuring of Schoen.  To date, this has resulted in substantial costs
for the termination of employees and the curtailment of manufacturing 
activities.  During 1993, this subsidiary entered into an accumulated 
deficit position and remained there during 1994 and, accordingly, Katy is 
required to absorb 100% of current operating losses.  Such losses
are being funded through short-term lines of credit in Germany. During 1994,
Katy funded its previous commitments and guarantees in the aggregate 
amount of approximately $6,000,000 and provided an additional $300,000 
loan to this subsidiary for working capital.  In addition, Schoen received 
approval from its banks for approximately $3,900,000 of new debt to provide 
for working capital needs.  It is intended that funds generated from 
operations of this subsidiary, along with available bank credit agreements, 
will fund future operations and that no further investment from the United
States will be made.  However, Schoen is continuing to realize losses from 
operations and no assurances can be given as to the ability of Schoen to 
finance its operations independently.  Sales volume and order backlog remain
inadequate and management continues to evaluate its options with regard to 
Schoen.  Katy does not anticipate providing any additional funding for 
Schoen or any of it's subsidiaries.  

  Management continuously reviews each of its businesses.  As a result of 
these ongoing reviews, management may determine to sell certain companies 
and may augment its remaining businesses with acquisitions.  When sales do 
occur, management anticipates that funds from these sales will be used for 
general corporate purposes or to fund acquisitions.  Acquisitions may also 
be funded through cash balances, available lines of credit and future 
borrowings. 

<TABLE>
<CAPTION>

RESULTS OF OPERATIONS

Three Months Ended March 31, 1995

  Following is a summary of sales and operating income for the three months ended
March 31, 1995 and 1994 by industry segment:

                             Three Months Ended
                                       March 31           Increase (Decrease)
                                 1995       1994           Amount     Per Cent
                                         (Thousands of Dollars)

<S>                           <C>       <C>            <C>            <C>  
Industrial Machinery          $ 13,737   $ 15,581      ($  1,844)     (11.8%)

Industrial Components            6,978       7,634     (     656)     ( 8.6 )

Consumer Products               17,643      15,208         2,435       16.0

     Total sales              $ 38,358    $ 38,423     ($     65)      ( .2%)



                                           Operating Income              
                                                       Percent of Sales  
                                 1995     1994          1995        1994  
                                       (Thousands of Dollars)

Industrial Machinery         ($  1,387)   ($    197)   ( 10.1%)   (  1.3%)

Industrial Components              916          505      13.1        6.6 

Consumer Products                2,017        1,751      11.4       11.5 

     Total operating income   $  1,546     $  2,059       4.0%       5.4%

</TABLE>


RESULTS OF OPERATIONS (Continued)

Three Months Ended March 31, 1995

   Sales were essentially even with 1994, down by only $65,000.  Sales by 
foreign subsidiaries were $7,601,000, down $1,450,000, or 16.0% from 
$9,051,000 in 1994. Foreign sales, as a percentage of total sales, was 
19.8% compared to 23.6% in 1994.

   Operating income decreased $513,000, or 24.9% from  $2,059,000 in 1994 to
$1,546,000 in 1995.  This decrease is attributable to losses generated by 
the 75% owned Schoen & Cie, AG group.  Exclusive of the losses from the 
Schoen group, Katy's remaining operations recorded operating income of 
$3,090,000 in 1995 compared to $2,741,000 in 1994, an increase of $349,000 
or 12.7%.
   
   Industrial Machinery Group sales were lower by 11.8%.  Sales increases 
at most operating units were more than offset by a 22.2% decrease in sales 
of the Schoen group which again in 1995 experienced a further decline in 
sales of shoe-making machinery reflecting the continuing economic 
uncertainty in Eastern Europe and Russia, its principal markets.  Exclusive 
of the sales and losses generated by the Schoen group, the remaining 
operations in the Industrial Machinery Group reported sales of $6,681,000
in 1995 compared to $6,466,000 in 1994, an increase of $215,000 and operating
income of $157,000 in 1995 compared to $484,000 in 1994, with all business
reporting decreased operating income due to lower operating margins.

   The Schoen group has been in an accumulated deficit position since 
1993, and Katy has  accordingly been required to report 100% of Schoen's 
operating losses in Katy's results. During 1994 Katy funded its previous
commitments and guarantees and wrote off or reserved all remaining 
investments in Schoen. Katy therefore has no material financial or 
investment exposure to the Schoen group. Nonetheless, Katy is required to
record the Schoen group's losses in its financial statements until such time
as it ceases to hold a majority ownership position.

   The Industrial Components Group reported increased operating income on 
lower sales. Increased sales were reported by all group companies.  These 
increases were more than offset by the loss of sales of companies sold in 
1994.  The Group realized improvement in operating income from all businesses.

   The Consumer Products Group reported increased sales and operating income
primarily as a result of improved sales and margins from the manufacturer of
paints and stains and the exclusion in 1994 of three months of operations 
from C.E.G.F. (USA), which Katy now includes in its consolidated operations.
For additional information on C.E.G.F. see Note 3 of Notes to Condensed 
Consolidated Financial Information.  These increases were partially offset 
by lower sales and lower operating margins of the filter business.

   Although sales levels were essentially even with 1994 selling, general and
administrative expenses increased $1,091,000 or 11.1%, primarily the result 
of higher sales commission expenses due to a change in product mix from 
noncommission sales to commission sales.


RESULTS OF OPERATIONS (Continued)


   Interest expense decreased by $102,000 on slightly higher average 
borrowings as a result of lower interest rates.  Interest income has 
decreased by $949,000 due primarily to the payment of the special dividend 
in August, 1994  which significantly reduced the Company's interest earning 
cash and cash equivalents balances.

   The provision for income taxes of $628,000 increased $2,492,000 from the 
benefit for income taxes of $1,864,000 in 1994, the result of  higher taxable
domestic income. The losses generated by Katy's German subsidiary continue 
to be ineligible for tax benefits.

   Equity in income of unconsolidated subsidiaries increased by $87,000, or 
14%. Syratech Corporation's higher earnings in 1995 were partially offset by 
lower earnings of Bee Gee Holding Company and the exclusion of C.E.G.F.'s 
(USA) earnings.  Katy acquired a 50% interest in C.E.G.F. (USA) on  
March 27, 1994 and their subsequent earnings are included in Katy's Statement
of Condensed Consolidated Operations.  For additional information on 
unconsolidated subsidiaries see Note 3 of Notes to Condensed Consolidated 
Financial Information.

                         KATY INDUSTRIES, INC.

                      PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

      
     
        (a) Notice of Claim - Medford Oregon.  Cost estimates for the 
            clean-up required by the Oregon Department of Environmental 
            Quality in this matter, referred to in Katy's Form 10-K for 
            the year ended December 31, 1994, currently range between
            $2,000,000 and $3,000,000.  Katy and Balteau Standard, Inc. 
            have recently agreed to share such costs.  Pursuant to such 
            agreement, Katy will be responsible for 65% of the first 
            $2,000,000 of such costs and 50% of such costs to the extent 
            that they exceed $2,450,000.

Item 6.     Exhibits and Reports on Form 8-K

   (a) Reports on Form 8-K  No reports on Form 8-K were filed during the 
       quarter for which this report is filed.



                              Signatures

       Pursuant to the requirements of the Securities and Exchange Act of 
1934, the registrant has duly caused this report to be signed on its behalf 
by the undersigned thereunto duly authorized.


                                          KATY INDUSTRIES, INC.
                                               Registrant


DATE:  May 15, 1995                       By /s/John R. Prann, Jr. 
                                          John R. Prann, Jr.
                                          President, Chief Executive Officer
                                          and Chief Operating Officer


DATE:  May 15, 1995                       By /s/P. Kurowski        
                                          P. Kurowski
                                          Treasurer
                                          Chief Financial Officer




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