8-K

              United States Securities and Exchange Commission
                           Washington, D.C.  20549

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

       Date of Report (Date of earliest event reported): April 6, 1998
                              (March 30, 1998)

                        Commission file number 1-5558


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

                 Delaware                            75-1277589
         (State of Incorporation)       (IRS Employer Identification Number)


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


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



 (Former name or former address, if changed since last report) Not applicable




            Item 4.  Change in Registrant's Certifying Accountant
            -----------------------------------------------------

   On March 30, 1998, Katy Industries, Inc. ("Katy" or the "Company")
dismissed Deloitte & Touche LLP as Independent Public Accountants for the
Company.  The decision has been approved by the Audit Committee of the
Company's Board of Directors.

   Deloitte & Touche LLP's reports on the consolidated financial statements
for the Company's fiscal years ended December 31, 1997 and December 31, 1996
did not contain an adverse opinion or a disclaimer of opinion, and were not
modified as to uncertainty, audit scope or accounting principles.

   Deloitte & Touche LLP has advised the Company that a disagreement occurred
between the Company's management and Deloitte & Touche LLP in connection with
the 1997 audit.  The disagreement concerned the accounting for and
presentation of the results of operations for those subsidiaries and divisions
of Katy that are a part of the reorganization plan that was approved by the
Company's Board of Directors on December 31, 1997 and announced on January 5,
1998. The disagreement was resolved to the satisfaction of Deloitte & Touche
LLP during the December 31, 1997 audit of the consolidated financial
statements. The Audit Committee of the Board of Directors discussed the
disagreement and the subject matter of the disagreement with Deloitte & Touche
LLP.  Although the Company has not yet appointed a successor public
accountant, the Company has authorized Deloitte & Touche LLP to respond fully
to any inquiries concerning the disagreement and the subject matter of the
disagreement by the successor public accountant, once appointed.

   Attached hereto as Exhibit 16 is a letter from Deloitte & Touche LLP
confirming that such firm agrees with the statements herein that relate to
Deloitte & Touche LLP.



                 Item 7.   Financial Statements and Exhibits
                 -------------------------------------------

Exhibit 16     Letter to the Securities and Exchange Commission from Deloitte
& Touche LLP.




                                  SIGNATURES

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

                                                     Katy Industries, Inc.
                                                  ---------------------------
                                                         (Registrant)


                                                  By  /S/ John R. Prann, Jr.
                                                  ---------------------------
                                                          John R. Prann, Jr.
                                                      Chief Executive Officer


Date         April 6, 1998
        -----------------------

EX-16

Exhibit 16 Letter to the Securities and Exchange Commission from Deloitte &
- ---------------------------------------------------------------------------
Touche LLP.
- -----------



April 6, 1998

Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C.  20549

Dear Sirs/Madams:

We have read the statements on Item 4 of Form 8-K of Katy Industries, Inc.,
dated April 6, 1998, and have the following comments:

Paragraph 1 - We agree with the statement in the first sentence.  We have no
basis on which to agree or disagree with the statement in the second sentence.

Paragraphs 2 and 3 - We agree with the statements in paragraphs 2 and 3 except
for the statement in paragraph 3 "....the Company has not yet appointed a
successor public accountant...." for which we have no basis to agree or
disagree.

Yours truly,


/S/  Deloitte & Touche LLP
- --------------------------
     DELOITTE & TOUCHE LLP


Denver, Colorado
April 6, 1998