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

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                                   FORM 8-K/A

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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): July 15, 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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      The Current  Report on Form 8-K filed May 31, 2005 is hereby being amended
to  incorporate  changes to the  compensation  package for Anthony T. Castor III
pursuant to a final employment agreement between Mr. Castor and Katy Industries,
Inc. (the  "Company").  The terms of the employment  agreement were finalized on
July 15, 2005.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.

      On May 24, 2005, the Company's Board of Directors (the "Board")  appointed
Anthony T. Castor, III as President and Chief Executive Officer,  effective June
1, 2005. In addition,  Mr.  Castor was appointed as a member of the Board,  also
effective June 1, 2005.

      The  Compensation  Committee of the Board approved a compensation  package
for Mr. Castor which among other things,  includes a grant of 750,000 options to
purchase  the  Company's  common  stock,  vesting in 3 annual  installments.  We
initially  reported  that the  options  were  granted  on May 26,  2005  with an
exercise price of $3.59.  It was  subsequently  determined that the options were
not  granted  until  July 15,  2005 (the  date  that the  terms of Mr.  Castor's
employment  agreement were  finalized).  The options were  determined to have an
exercise  price of $2.75,  which was the closing price of the  Company's  common
stock on July 15, 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: August 15, 2005