Securities and Exchange Commission
                          Washington, D.C. 20549

                                 FORM 10-Q/A

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


For Quarter Ended: September 30, 1994          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



     Form 10-QA is being summitted with Exhibit 27, which was not attached
   in the original submital.



     Item 6. EXHIBITS AND REPORTS ON FORM 8-K


     Exhibit No.       Financial Data Schedules
       27 


        No reports on form 8-K were filed during the quarter for 
      which this report is filed.
 

                                   INDEX



                                                                       Page
No.
PART I      FINANCIAL INFORMATION
            Condensed Consolidated Balance Sheets
              September 30, 1994 and December 31, 1993                     2
            Statements of Condensed Consolidated Income
              Three months and nine months ended 
                September 30, 1994 and 1993                                4
            Statements of Condensed Consolidated Cash Flows
              Nine months ended September 30, 1994 and 1993                6
            Notes to Condensed Consolidated Financial Information          7
            Management's Discussion and Analysis of
              Financial Condition and Results of Operations               12


PART II     OTHER INFORMATION
            Item 1  Legal Proceedings                                     18
            Item 6  Exhibits and Reports on Form 8-K                      18
            Signatures                                                    19



                                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:  November 14, 1994                          By /s/John R. Prann, Jr. 
                                                  John R. Prann, Jr.
                                                  President,
                                                  Chief Executive Officer &
                                                  Chief Operating Officer

DATE:  November 14, 1994                          By /s/P. Kurowski        
                                                  Paul Kurowski
                                                  Secretary, Treasurer &
                                                  Chief Financial Officer
        

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                           8,804
<SECURITIES>                                    26,736
<RECEIVABLES>                                   29,644
<ALLOWANCES>                                     4,539
<INVENTORY>                                     34,070
<CURRENT-ASSETS>                               104,906
<PP&E>                                          92,164
<DEPRECIATION>                                  52,508
<TOTAL-ASSETS>                                 209,837
<CURRENT-LIABILITIES>                           56,218
<BONDS>                                              0
<COMMON>                                         9,821
                                0
                                          0
<OTHER-SE>                                     103,721
<TOTAL-LIABILITY-AND-EQUITY>                   209,837
<SALES>                                        121,625
<TOTAL-REVENUES>                               121,625
<CGS>                                           89,347
<TOTAL-COSTS>                                  127,160
<OTHER-EXPENSES>                                 8,388
<LOSS-PROVISION>                                   835
<INTEREST-EXPENSE>                                1357
<INCOME-PRETAX>                               (14,445)
<INCOME-TAX>                                     3,063
<INCOME-CONTINUING>                           (11,392)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (9,002)
<EPS-PRIMARY>                                   (1.00)
<EPS-DILUTED>                                   (1.00)
        

</TABLE>



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