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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

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                                 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 14, 2005

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

         Delaware                       001-05558                75--1277589
(State of Incorporation)       (Commission File Number)         (IRS Employer
                                                             Identification No.)

                              765 Straits Turnpike
                          Middlebury, Connecticut 06762
               (Address of principal executive offices) (Zip Code)

                                 (203) 598-0397
              (Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act

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Item 2.02 Results of Operations and Financial Condition.

      On April 14, 2005, Katy Industries, Inc. issued a press release regarding
its results of operations for the fourth quarter of 2004. The release and
accompanying schedules are being furnished as Exhibit 99.1 to this Current
Report on Form 8-K.

      In accordance with General Instruction B.2. of Form 8-K, the information
in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liability of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities act of
1933, as amended, except as shall be expressly set forth by specific reference
in such a filing.

Item 9.01 Financial Statements and Exhibits.

      (c)   Exhibits.

      Exhibit 99.1 Press release issued by Katy Industries, Inc. on April 14,
2005.



                                   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/ Amir Rosenthal
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                                        Amir Rosenthal
                                        Vice President, Chief Financial Officer,
                                        General Counsel and Secretary

Date: April 18, 2005



                                    Exhibits

Exhibit No.     Description
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99.1            Press release issued by Katy Industries, Inc. on April 14, 2005.