United States
                       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, 2002          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.)

               765 Straits Turnpike, Middlebury, Connecticut 06762
               (Address of Principal Executive Offices) (Zip Code)

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

      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 |X|                        No |_|

      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 May 13, 2002
Common Stock, $1 Par Value                                   8,361,252

<PAGE>

                              KATY INDUSTRIES, INC.
                                    FORM 10-Q
                                 March 31, 2002

                                      INDEX

                                                                            Page

PART I  FINANCIAL INFORMATION

        Item 1.  Financial Statements:

                 Condensed Consolidated Balance Sheets
                 March 31, 2002 and December 31, 2001 (unaudited)            2,3

                 Condensed Consolidated Statements of Operations
                 Three Months Ended March 31, 2002 and 2001 (unaudited)        4

                 Condensed Consolidated Statements of Cash Flows
                 Three Months Ended March 31, 2002 and 2001 (unaudited)        5

                 Notes to Condensed Consolidated Financial Statements
                 (unaudited)                                                   6

        Item 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                          11

        Items 3. Quantitative and Qualitative Disclosures about Market
                 Risk                                                         16

PART II OTHER INFORMATION

        Item 1.  Legal Proceedings                                            17

        Item 6.  Exhibits and Reports on Form 8-K                             17

        Signatures                                                            18


                                     - 1 -
<PAGE>

                          PART I FINANCIAL INFORMATION

                          Item 1. Financial Statements

                     KATY INDUSTRIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Thousands of Dollars)

                                     ASSETS

<TABLE>
<CAPTION>
                                                           (Unaudited)
                                                             March 31,    December 31,
                                                               2002            2001
                                                           -----------    ------------
<S>                                                          <C>            <C>
CURRENT ASSETS:

    Cash and cash equivalents                                $   4,962      $   8,064
    Trade accounts receivable, net                              71,227         72,810
    Inventories                                                 69,567         65,941
    Deferred income taxes                                        8,243          8,243
    Other current assets                                         4,103          2,878
                                                             ---------      ---------

      Total current assets                                     158,102        157,936
                                                             ---------      ---------

OTHER ASSETS:

    Goodwill                                                    15,125         15,125
    Intangibles                                                 32,085         33,032
    Deferred income taxes                                           --          2,278
    Equity method investment in unconsolidated affiliate         7,318          7,011
    Other                                                       12,146         12,825
                                                             ---------      ---------

      Total other assets                                        66,674         70,271
                                                             ---------      ---------

PROPERTIES:
    Land and improvements                                        3,775          3,798
    Buildings and improvements                                  23,470         23,526
    Machinery and equipment                                    173,872        171,333
                                                             ---------      ---------

                                                               201,117        198,657
    Accumulated depreciation                                   (82,402)       (78,909)
                                                             ---------      ---------

    Net properties                                             118,715        119,748
                                                             ---------      ---------

    Total assets                                             $ 343,491      $ 347,955
                                                             =========      =========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                     - 2 -
<PAGE>

                     KATY INDUSTRIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (Thousands of Dollars, Except Share Data)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                   (Unaudited)
                                                                     March 31,    December 31,
                                                                      2002            2001
                                                                   -----------    ------------
<S>                                                                 <C>            <C>
CURRENT LIABILITIES:

    Accounts payable                                                $  40,984      $  39,181
    Accrued compensation                                                5,664          7,201
    Accrued expenses                                                   42,260         37,578
    Current maturities of indebtedness                                 13,925         14,619
    Revolving credit agreement                                         51,000         57,000
                                                                    ---------      ---------

      Total current liabilities                                       153,833        155,579
                                                                    ---------      ---------

LONG TERM DEBT, less current maturities                                13,151         12,474

OTHER LIABILITIES                                                      10,026          5,638

DEFERRED INCOME TAXES                                                      83             --
                                                                    ---------      ---------

      Total liabilities                                               177,093        173,691
                                                                    ---------      ---------

COMMITMENTS AND CONTINGENCIES

PREFERRED INTEREST OF SUBSIDIARY                                       16,400         16,400
                                                                    ---------      ---------

STOCKHOLDERS' EQUITY:
    15% Convertible Preferred Stock, $100 par value, authorized
     1,200,000 shares, issued and outstanding 700,000 shares,
     liquidation value $70,000
    Common stock, $1 par value; authorized                             72,182         69,560
     35,000,000 shares; issued and outstanding 9,822,204                9,822          9,822
    Additional paid-in capital                                         58,314         58,314
    Accumulated other comprehensive loss                               (4,933)        (4,625)
    Other                                                                 (78)          (106)
    Retained earnings                                                  34,768         44,976
    Treasury stock, at cost, 1,429,196
     and 1,430,621 shares, respectively                               (20,077)       (20,077)
                                                                    ---------      ---------

    Total stockholders' equity                                        149,998        157,864
                                                                    ---------      ---------

    Total liabilities and stockholders' equity                      $ 343,491      $ 347,955
                                                                    =========      =========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                     - 3 -
<PAGE>

                              KATY INDUSTRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
             (Thousands of Dollars, Except Share and Per Share Data)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       2002           2001
                                                                    ---------      ---------
<S>                                                                 <C>            <C>
Net sales                                                           $ 111,020      $ 119,913

Cost of goods sold                                                     90,604        103,107
                                                                    ---------      ---------

Gross profit                                                           20,416         16,806

Selling, general and administrative expenses                           18,138         23,357

Impairments of long-lived assets                                           --            846

Severance and restructuring charges                                     2,296          1,317

SESCO joint venture transaction                                         6,010             --
                                                                    ---------      ---------

    Operating loss                                                     (6,028)        (8,714)

Equity in income (loss) of unconsolidated affiliate                       307           (126)

Interest and other, net                                                (1,541)        (3,380)
                                                                    ---------      ---------

    Loss before provision for income taxes and distributions on
       preferred interest of subsidiary                                (7,262)       (12,220)

Income taxes                                                               -0-         4,276
                                                                    ---------      ---------

    Loss before distributions on preferred
       interest of subsidiary                                          (7,262)        (7,944)

Distributions on preferred interest of subsidiary (net of tax)           (328)          (428)
                                                                    ---------      ---------

    Net loss                                                           (7,590)        (8,372)

Payment in kind dividends on convertible preferred stock               (2,622)           -0-
                                                                    ---------      ---------

    Net loss available to common shareholders                       $ (10,212)     $  (8,372)
                                                                    =========      =========

Net loss per share--Basic and Diluted:
       Reported net loss                                            $   (1.22)     $   (1.00)
       Add back: goodwill, net of taxes                                    --            .04
       Deduct: negative goodwill                                           --           (.05)
                                                                    ---------      ---------
       Adjusted net loss                                            $   (1.22)     $   (1.01)
                                                                    =========      =========

Weighted average shares outstanding
       Basic                                                            8,393          8,394
                                                                    =========      =========
       Diluted                                                          8,393          8,394
                                                                    =========      =========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                     - 4 -
<PAGE>

                              KATY INDUSTRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                             (Thousands of Dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                        2002         2001
                                                                      -------      --------
<S>                                                                   <C>          <C>
Cash flows from operating activities:
   Net loss                                                           $(7,590)     $ (8,372)
   Depreciation and amortization                                        5,478         6,965
   SESCO joint venture transaction                                      6,010            --
   Other, net                                                           2,220        (4,842)
                                                                      -------      --------
        Net cash flows provided (used in) operating activities          6,118        (6,249)
                                                                      -------      --------

Cash flows from investing activities:
   Capital expenditures                                                (3,796)       (3,360)
   Other                                                                  412            92
                                                                      -------      --------
        Net cash flows used in investing activities                    (3,384)       (3,268)
                                                                      -------      --------

Cash flows from financing activities:
   Net repayments of revolving debt (existing facility)                (6,017)           --
   Net proceeds from revolving debt (former facility)                      --        13,982
   Payment of dividends                                                    --          (629)
                                                                      -------      --------
        Net cash flows (used in) provided by financing activities      (6,017)       13,353
                                                                      -------      --------

Effect of exchange rate changes on cash and cash equivalents              181             7
                                                                      -------      --------

Net (decrease) increase in cash and cash equivalents                   (3,102)        3,843

Cash and cash equivalents, beginning of period                          8,064         2,459
                                                                      -------      --------

Cash and cash equivalents, end of period                              $ 4,962      $  6,302
                                                                      =======      ========
</TABLE>

See Notes to Consolidated Financial Statements.


                                     - 5 -
<PAGE>

                              KATY INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2002

(1) Significant Accounting Policies

Consolidation Policy

      The condensed financial statements include, on a consolidated basis, the
accounts of Katy Industries, Inc. and subsidiaries in which it has a greater
than 50% interest, collectively "Katy" or the "Company". All significant
intercompany accounts, profits and transactions have been eliminated in
consolidation. Investments in affiliates that are not majority owned and where
the Company exercises significant influence are reported using the equity
method. The condensed consolidated financial statements at March 31, 2002 and
December 31, 2001 and for the three month periods ended March 31, 2002 and March
31, 2001 are unaudited and reflect all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of management, necessary for a
fair presentation of financial condition and results of operations. Interim
figures may not be indicative of results to be realized for the entire year. The
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto, together with
management's discussion and analysis of financial condition and results of
operations, contained in the Company's Annual Report on Form 10-K for the year
ended December 31, 2001.

Use of Estimates

      The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Inventories

      The components of inventories are as follows:

                                                March 31,       December 31,
                                                  2002              2001
                                                ---------       ------------
                                                   (Thousands of Dollars)

      Raw materials                              $29,288           $30,804
      Work in process                              3,045             3,256
      Finished goods                              37,234            31,881
                                                 -------           -------
                                                 $69,567           $65,941
                                                 =======           =======

      At March 31, 2002 and December 31, 2001, approximately 40% of the
Company's inventories are accounted for using the last-in, first-out ("LIFO")
method of costing, while the remaining inventories were accounted for using the
first-in, first-out ("FIFO") method. Current cost, as determined using the FIFO
method, exceeded LIFO cost by $0.5 million at March 31, 2002 and by $1.5 million
at December 31, 2001.

Goodwill
--------

      The Company adopted the non-amortization provisions of SFAS No. 142,
Goodwill and Other Intangible Assets, during the first quarter of 2002. Below is
a calculation of pro forma earnings, removing the impact of amortization
recorded on goodwill and negative goodwill (shown net of tax):

                                                    Three months ended March 31,
                                                         2002          2001
                                                         ----          ----
                                                       (Thousands of dollars)

Reported net loss                                        $(7,590)     $(8,372)
   Add back: Goodwill Amortization                            --          311
   Deduct: Negative goodwill amortization                     --         (426)
                                                        --------      -------
Adjusted net loss                                        $(7,590)     $(8,487)


                                     - 6 -
<PAGE>

      New Accounting Pronouncements - Under SFAS No. 142, Goodwill and Other
Intangible Assets, goodwill is no longer amortized on a straight line basis over
its estimated useful life, but will be tested for impairment on an annual basis
and whenever indicators of impairment arise. The goodwill impairment test, which
is based on fair value, is to be performed on a reporting unit level. A
reporting unit is defined as an operating segment determined in accordance with
SFAS No. 131 or one level lower. Goodwill will no longer be allocated to other
long-lived assets for impairment testing under SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.
Additionally, goodwill on equity method investments will no longer be amortized;
however, it will continue to be tested for impairment in accordance with APB
Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock.
Under SFAS No. 142 intangible assets with indefinite lives will not be
amortized. Instead they will be carried at the lower of cost or fair value and
tested for impairment at least annually. All other recognized intangible assets
will continue to be amortized over their estimated useful lives.

      SFAS No. 142 is effective for fiscal years beginning after December 15,
2001 although goodwill on business combinations consummated after July 1, 2001
will not be amortized. The Company has adopted the non-amortization provisions
of SFAS No. 142 with regards to goodwill that has been reported on the balance
sheets historically. The amount of goodwill amortization not recorded during the
first quarter of 2002 as a result of the adoption of the non-amortization
provisions was $0.3 million. The Company is continuing to amortize assets
historically presented as intangible assets until the evaluation of all
intangibles is completed with regard to their continued presentation as
intangibles or their potential reclassification to goodwill. The Company
anticipates completing by June 30, 2002 the evaluation of whether impairments
will be required under SFAS No. 142. On adoption the Company may need to record
a cumulative effect adjustment to reflect the impairment of previously
recognized goodwill. If impairments are to be recorded, the Company will restate
earnings for prior-reported quarters of 2002 as necessary. The Company is unable
at this time to determine the impact that this Statement will have on intangible
assets at the time of adoption, or whether a cumulative effect adjustment will
be required upon adoption. During the second quarter of 2001, the Company
recorded an impairment of $33.0 million on the long-lived assets of its mop,
broom and brush division. However, even considering this impairment, the terms
of the Recapitalization of the Company that occurred in 2001 indicate that the
fair value of the Company may be less than the carrying value represented on the
consolidated balance sheets. Therefore, the Company recognizes the possibility
of impairments of goodwill and certain intangibles upon adoption in 2002.

      In August, 2001, the FASB released SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. Previously, two accounting models
existed for long-lived assets to be disposed of, as SFAS No. 121 did not address
the accounting for a segment of a business accounted for as a discontinued
operation under APB Opinion 30. This statement establishes a single model based
on the framework of SFAS No. 121. This statement also broadens the presentation
of discontinued operations to include more disposal transactions.

      The Company has adopted SFAS No. 144 and has determined that for the
quarter ended March 31, 2002, there are no operations that should be reported as
discontinued under the new standard. However, the Company anticipates that this
statement could have an impact on its financial reporting as 1) the Company is
considering certain divestitures, and 2) the statement broadens the presentation
of discontinued operations. If the Company were to divest of certain businesses
that are under consideration, Katy anticipates they would qualify as
discontinued operations under SFAS No. 144, whereas they would have not met the
requirements of discontinued operations treatment under APB Opinion 30.

(2) SESCO Joint Venture Transaction

      On March 14, 2002, the Company and Savannah Energy Systems Company
("SESCO"), a wholly owned subsidiary of Katy, signed an agreement to enter into
a joint venture that would effectively turn over operation of SESCO's
waste-to-energy facility to Montenay Power Corporation and its affiliates
("Montenay"). The transaction closed on April 29, 2002. The Company entered into
this agreement as a result of evaluations of SESCO's business. First, the
Company determined that SESCO was not a core component of Katy's long-term
business strategy. Moreover, Katy did not feel it had the management expertise
to deal with certain risks and uncertainties presented by the operation, given
that SESCO was the only Company's waste-to-energy facility. Katy had explored
options for divesting SESCO for a number of years, and management feels that
this transaction offers a reasonable exit strategy from this business.

      The joint venture, with Montenay's leadership, will essentially assume
SESCO's position in various contracts relating to the facility's operation.
Under the agreement, SESCO contributed its assets and liabilities (except for
its liability under the


                                     - 7 -
<PAGE>

Loan Agreement and the related receivable under the Service Agreement) to a
joint venture. While SESCO will maintain a 99% ownership interest as a limited
partner in the joint venture, Montenay will have most of the day to day control
of the joint venture, and accordingly, the joint venture will not be
consolidated. SESCO has recorded a liability for the present value of committed
future expenditures under the agreement with Montenay of $6.6 million due in
installments through 2008. Certain amounts may be due to SESCO upon expiration
of the Service Agreement in 2008; also, Montenay may purchase SESCO's interest
in the joint venture at that time. Katy has not booked any amounts receivable or
other assets relating to amounts that may be received at the time the Service
Agreement expires, given their uncertainty.

      The Company recognized in the first quarter a charge of $6.0 million,
consisting of 1) the discounted value of the $6,600,000 note, which is payable
over seven years, 2) the carrying value of certain assets contributed to the
joint venture, consisting primarily of machinery spare parts, and 3) costs to
close the transaction. It should be noted that all of SESCO's long-lived assets
were written to zero value at December 31, 2001, so no additional impairment was
required. On a going forward basis, Katy would expect little if any income
statement activity as a result of its involvement in the joint venture, and
Katy's balance sheet will carry the liability mentioned above.

(3) Commitments and Contingencies

      In December 1996, Banco del Atlantico, a bank located in Mexico, filed a
lawsuit against Woods, a subsidiary of Katy, and against certain past and then
present officers and directors and former owners of Woods, alleging that the
defendants participated in a violation of the Racketeer Influenced and Corrupt
Organizations (RICO) Act involving allegedly fraudulently obtained loans from
Mexican banks, including the plaintiff, and "money laundering" of the proceeds
of the illegal enterprise. All of the foregoing is alleged to have occurred
prior to the purchase of Woods. The plaintiff also alleges that it made loans to
an entity controlled by certain officers and directors based upon fraudulent
representations. The plaintiff seeks to hold Woods liable for its alleged damage
under principles of respondeat superior and successor liability. The plaintiff
is claiming damages in excess of $24.0 million and is requesting treble damages
under RICO. Because certain procedural issues have not yet been fully
adjudicated in this litigation, it is not possible at this time for the Company
to reasonably determine an outcome or accurately estimate the range of potential
exposure. The Company may have recourse against the former owner of Woods and
others for, among other things, violations of covenants, representations and
warranties under the purchase agreement through which the Company acquired
Woods, and under state, federal and common law. In addition, the purchase price
under the purchase agreement may be subject to adjustment as a result of the
claims made by Banco del Atlantico. The extent or limit of any such recourse
cannot be predicted at this time.

      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. The Company estimates that it can take up to 10 years from the date
of the injury to reach a final outcome on certain claims. With respect to the
product liability and workers' compensation claims, Katy has provided for its
share of expected losses beyond the applicable insurance coverage, including
those incurred but not reported, which are developed using actuarial techniques.
Such accruals are developed using currently available claim information, and
represent management's best estimates. 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 Company and certain of its current and former direct and indirect
corporate predecessors, subsidiaries and divisions have been identified by the
United States Environmental Protection Agency, 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) or 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.
Under the federal Superfund statute, parties could be held jointly and severally
liable, thus subjecting them to potential individual liability for the entire
cost of cleanup at the site. 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 amounts that it
deems reasonable and believes that any liability with respect to these matters
in excess of the accruals will not be material. The ultimate costs will depend
on a number of factors and the amount currently accrued represents management's
best current estimate of the total cost to be incurred. The Company expects this
amount to be substantially paid over the next one to four years. The most
significant environmental matters in which the Company is


                                     - 8 -
<PAGE>

currently involved relates to the W.J. Smith site. In 1993, the United States
Environmental Protection Agency (USEPA) initiated a Unilateral Administrative
Order Proceeding under Section 7003 of the Resource Conservation and Recovery
Act (RCRA) against W.J. Smith and Katy. The proceeding requires certain actions
at the W.J. Smith site and certain off-site areas, as well as development and
implementation of additional cleanup activities to mitigate off-site releases.
In December 1995, W.J. Smith, Katy and USEPA agreed to resolve the proceeding
through an Administrative Order on Consent under Section 7003 of RCRA. Pursuant
to the Order, W.J. Smith is currently implementing a cleanup to mitigate
off-site releases.

(4) Industry Segment Information

      The Company is a manufacturer and distributor of a variety of industrial
and consumer products, including sanitary maintenance supplies, coated
abrasives, stains, and electrical and electronic components. Principal markets
are in the United States, Canada and Europe, and include the sanitary
maintenance, restaurant supply, retail, electronic, automotive, and computer
markets. These activities are grouped into two industry segments:
Electrical/Electronics and Maintenance Products.

      The table below and the narrative which follows summarize the key factors
in the year-to-year changes in operating results.

                                                   Three Months Ended March 31,
                                                   ----------------------------

                                                      2002              2001
                                                   ---------         ---------
                                                      (Thousands of Dollars)
Electrical/Electronics [a]
       Net external sales                          $  32,844         $  36,084
       Net intercompany sales                            835             9,033
       Operating income [b]                             (414)           (3,493)
       Operating margin                                 1.26%            (9.68%)
       Depreciation & amortization                       675             1,433
       Total assets                                   70,767            98,542
       Capital expenditures                              124               458

Maintenance Products
       Net external sales                             77,285            82,941
       Net intercompany sales                          4,658             3,704
       Operating income [b]                            3,362               504
       Operating margin                                 4.35%             0.61%
       Depreciation & amortization                     4,776             5,452
       Total assets                                  238,341           300,000
       Capital expenditures                            3,672             2,449

Other
       Net external sales                                891               888
       Operating income [b]                           (6,759)             (665)
       Operating margin                              (758.59%)          (74.89%)
       Depreciation & amortization                         0                40
       Total assets                                      855            14,211
       Capital expenditures                                0               453


                                     - 9 -
<PAGE>

                                                   Three Months Ended March 31,
                                                   ----------------------------

                                                      2002              2001
                                                   ---------          ---------
                                                      (Thousands of Dollars)
Corporate
       Corporate expenses [b]                         (2,217)           (5,060)
       Depreciation & amortization                        27                40
       Total assets                                   33,528            20,023

Company
       Net external sales                            111,020           119,913
       Net intercompany sales                          5,493            12,737
       Operating income [b]                           (6,028)           (8,714)
       Operating margin                                (5.43%)           (7.32%)
       Depreciation & amortization                     5,478             6,965
       Total assets                                  343,491           432,776
       Capital expenditures                            3,796             3,360

[a]   2001 amounts include the Thorsen Tools business, which was sold by Katy on
      May 3, 2001. Amounts for Thorsen Tool were included in
      Electrical/Electronics in 2001.

[b]   See the Results of Operations section of MD&A for a further discussion of
      restructuring charges and unusual items.

(5) Comprehensive (loss) income

                                                         March 31,     March 31,
                                                           2002          2001
                                                         ---------     ---------
                                                         (Thousands of Dollars)
Net loss                                                 $(7,590)      $(8,372)

Foreign currency translation adjustments                    (308)       (1,564)
                                                         -------       -------
Comprehensive loss                                       $(7,898)      $(9,936)
                                                         =======       =======

(6) Restructuring Charges

      During the first quarter 2002, the Company recorded $2.3 million of
severance and restructuring charges. Approximately $1.9 million of the charges
related to accruals for payments to consultants working with the Company on
sourcing and other manufacturing and production efficiency initiatives.
Approximately $0.3 million related to severance for two management employees
whose positions were eliminated, and $0.1 million were costs associated with the
consolidation of administrative and operational functions.

      During the first quarter of 2001, Woods undertook a restructuring effort
that involved reductions in senior management headcount as well as facility
closings. The Company closed facilities in Loogootee and Bloomington, Indiana,
as well as the Hong Kong office of Katy International, a subsidiary which
coordinates sourcing of products from Asia. Sixteen management and
administrative employees received severance packages. Total severance and other
exit costs were $0.8 million.

      As of March 31, 2002, accruals for severance and other restructuring costs
totaled $4.2 million which will be paid through the year 2006. The table below
summarizes the future obligations for severance and restructuring charges
detailed above:

                                                (Thousands of dollars)
                            2002                        $3,383
                            2003                           665
                            2004                            55
                            2005                            55
                            2006                            22
                      Thereafter                            --
                                                        ------
                  Total payments                        $4,180
                                                        ======


                                     - 10 -
<PAGE>

                 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Three Months Ended March 31, 2002 versus Three months Ended March 31, 2001

      Following are summaries of sales and operating income for the three months
ended March 31, 2002 and 2001 by industry segment (In thousands):

Net sales                                                   Increase (Decrease)
---------                                                   -------------------

                                  2002          2001       Amount      Percent
                                  ----          ----       ------      -------

Electrical/Electronics        $ 32,844      $ 36,084      $(3,240)       (8.98)%

Maintenance Products            77,285        82,941       (5,656)       (6.82)%

Other                              891           888            3         0.00%

Operating income                                            Increase (Decrease)
----------------                                            -------------------

                                  2002          2001       Amount      Percent
                                  ----          ----       ------      -------

Electrical/Electronics        $   (414)     $ (3,493)       3,079        88.15%

Maintenance Products             3,362           504        2,858       567.06%

Other                           (6,759)         (665)      (6,094)      916.39%

      The Electrical/Electronics Group's sales decreased $3.2 million, or 9.0%.
Approximately $2.4 million of the decrease is the result of the disposition of
the Thorsen Tools business, which was sold in May of 2001. Excluding the Thorsen
Tools business from 2001 results, sales for the group decreased $.8 million or
2%. Sales increases of 11% and 17%, respectively, at Woods and Woods Canada were
offset by significant sales decreases of 30% and 35%, respectively, at GC/Waldom
and Hamilton. The sales increases reflect a strong year over year comparison in
the retail markets (which are served primarily by Woods and Woods Canada), which
saw weak sales in early 2001 as a result of retailer's efforts to reduce
inventories. The sales decreases reflect continued weakness in the electronics,
communications, and high-tech markets, to which both GC/Waldom and Hamilton
sell. Hamilton lost a single customer that accounted for the majority of its
drop in sales.

      The Electrical/Electronics Group's operating income increased $3.1
million. Excluding Thorsen Tools and restructuring charges, operating income was
reduced by $0.3 million, or 24%. A significant increase in operating income at
Woods was offset by decreases at GC/Waldom and Hamilton. While sales volume
aided in the improvement at Woods, the benefit of past restructuring efforts are
showing benefit, as gross margins at Woods increased. The declines at GC/Waldom
and Hamilton are tied primarily to lower sales volume. The group incurred
restructuring charges during the first quarter of 2002 of $1.3 million for
consultant fees related to a company-wide sourcing project. The group incurred
restructuring and unusual charges during the first quarter of 2001 of $3.3
million (recorded in Cost of goods sold) related to the exit from branded
product lines, $0.7 million related to facility closures and consolidation, and
$1.0 million related to the impairments of goodwill and inventory valuation
adjustments associated with the sale of the Thorsen Tools business. Aside from
those adjustments, Thorsen Tools contributed approximately $0.2 million to
operating income in the first quarter of 2001.

      Sales in the Maintenance Products Group decreased $5.7 million or 7%. The
largest sales shortfalls were in the retail plastics business of Contico and in
the commercial janitorial/sanitation business of Contico and Wilen. The retail
sales


                                     - 11 -
<PAGE>

shortfalls at Contico are largely the result of specific losses of product lines
at major customers, while the reductions in the commercial businesses reflect
the slow-down in demand for cleanings supplies. These businesses are vulnerable
to slow-downs that have occurred in the travel sector, which includes hotels,
restaurants and airports. Facilities in this sector were impacted significantly
as a result of the events of September 11, 2001, and we believe this has
impacted demand for commercial cleaning supplies. These sales reductions were
offset by smaller increases at other divisions, most significantly at Duckback,
which had a weak first quarter in 2001.

      The group's operating income increased $2.9 million. Excluding
restructuring charges, operating income increased by $1.2 million, or 59%. The
largest increases were experienced by Glit/Microtron, which experienced
favorable product mix over the prior year, and Duckback Products, which has very
strong margins, and whose volume gains over the prior year resulted in strong
year over year income. Contico also recorded a positive adjustment (income) as a
result of LIFO inventory accounting, as prices for plastic resins (a key raw
material in Contico's plastic products) reached relatively low levels in late
2001 and early 2002 compared to prior years. The group recorded restructuring
charges during the first quarter of 2002 of $0.7 million, consisting primarily
of severance ($0.3 million) and consultant fees related to a company-wide
sourcing project ($0.3million). During the first quarter of 2001, Contico
recorded a negative adjustment (expense) of $1.3 million as a result of LIFO
inventory accounting.

      Sales from Other operations (SESCO) were flat. Operating income from Other
operations was lower as a result of the loss recorded on the SESCO joint venture
transaction entered into during the first quarter and which was consummated
during the second quarter. See Note 2 to the Condensed Consolidated Financial
Statements.

      Excluding restructuring charges, corporate expenses were lower by
approximately $0.1 million. The Corporate group incurred restructuring charges
of approximately $0.3 million in the first quarter related to retainers and
travel expenses for consultants working on the company-wide sourcing project.
During the first quarter of 2001, the corporate group incurred restructuring and
unusual charges including $2.5 million of costs associated with the
Recapitalization and $0.5 million of severance costs associated with the
resignation of the former CEO.

      Interest and other (net), decreased $1.8 million in the first quarter of
2002 compared to the first quarter of 2001. Interest expense was lower by
approximately $2.0 million mainly as a result of lower outstanding borrowings
due to the Recapitalization which occurred on June 28, 2001. Lower interest
rates also contributed to lower interest expense.

      We did not record any income tax benefits on the pretax loss during the
first quarter of 2002. We feel that we will be able to generate taxable income
in the future in amounts that will allow us to utilize deferred tax assets
currently recorded. However, given the history of operating losses, and of the
potential for additional losses in 2002 if certain restructuring initiatives
being considered are implemented, we felt it was a prudent and conservative
course of action to not book additional tax benefits at this time.

LIQUIDITY AND CAPITAL RESOURCES

      Combined cash and cash equivalents decreased to $5.0 million on March 31,
2002 compared to $8.1 million on December 31, 2001. Working capital excluding
current classifications of debt decreased to $ 69.2 million at March 31, 2002
from $74.0 million on December 31, 2001 primarily as a result of lower
receivables and higher accounts payable and accrued expenses, offset by higher
inventories and lower accrued compensation.

      At March 31, 2002, Katy had total indebtedness of $78.1 million. Total
debt was 32% of total capitalization at March 31, 2002. Total borrowings
decreased by $6.0 million during the first quarter.

      In connection with the revolving credit facility, the Credit Agreement
requires lockbox arrangements, which provide for all receipts to be swept daily
to reduce borrowings outstanding. These arrangements, combined with the
existence of a material adverse effect (MAE) clause in the Credit Agreement,
cause the revolving credit facility to be classified as a current liability, per
guidance in the FASB's Emerging Issues Task Force 95-22, Balance Sheet
Classification of Borrowings Outstanding under Revolving Credit Agreements that
Include Both a Subjective Acceleration Clause and a Lock-Box Arrangement.
However, we do not expect to repay, or be required to repay, within one year,
the $51.0 million balance of the revolving credit facility classified as a
current liability. The MAE clause, which is a typical requirement in commercial
credit agreements, allows the lender to require the loan to become due if it
determines there has been a material adverse effect on our operations, business,
properties, assets, liabilities, condition or prospects. The classification of
the revolving credit facility as a


                                     - 12 -
<PAGE>

current liability is a result only of the combination of the two aforementioned
factors: the lockbox agreements and the MAE clause. However, the revolving
credit facility does not expire or have a maturity date within one year, but
rather has a final expiration date of June 28, 2006. Also, we were in compliance
with the applicable financial covenants at March 31, 2002, the lender has not
notified us of any indication of a MAE at March 31, 2002, and to our knowledge,
we were not in default of any provision of the Credit Agreement at March 31,
2002.

      The Credit Agreement calls for scheduled repayments of term loans of $6.0
million during 2002. However, the Credit Agreement also has a provision
requiring us to repay term loans by a percentage of excess cash flow
("Consolidated Excess Cash Flow" as calculated under the Credit Agreement)
generated during each annual reporting period. As a result of this provision,
and the calculation per the Credit Agreement of Consolidated Excess Cash Flow
generated during fiscal 2001, we repaid term loans in the approximate amount of
$7.9 million on April 4, 2002. This amount is classified as a current maturity
of term debt in the Condensed Consolidated Balance Sheet as of March 31, 2002.
Much of the Consolidated Excess Cash Flow was generated by improved working
capital during 2001. This repayment required us to convert term loans to
revolving loans. The most recently available calculations of our borrowing base
(eligible accounts receivable and inventory) performed as of April 26, 2002,
indicated that we had unused borrowing availability of $17.0 million.

      We expect to commit $12.0 to $15.0 million for capital projects over the
course of 2002, up to $3.0 million of which relates to projects begun in 2001.
Funding for these expenditures and for working capital needs is expected to be
accomplished through the use of available cash under the Credit Agreement. While
a maximum of $140.0 million is available under the Credit Agreement, our
borrowing base is limited under the revolving credit facility to eligible
accounts receivable and inventory. We feel that the Credit Agreement provides
sufficient liquidity our operations going forward. As indicated above, our
borrowing availability at April 26, 2002, based on eligible accounts receivable
and inventory, exceeded our outstanding borrowings at year end by approximately
$17.0 million.

      We are continually evaluating alternatives relating to divestitures of
certain of our businesses. Divestitures present opportunities to de-leverage our
financial position and free up cash for further investments in core activities.

OUTLOOK FOR 2002

      We anticipate a continuation of the difficult economic conditions and
business environment in 2002, which will present challenges in maintaining net
sales. In particular, we expect to see softness continue in the restaurant,
travel and hotel markets to which we sell cleaning products. We have a
significant concentration of customers in the mass-market retail, discount and
do-it-yourself market channels. Our ability to maintain and increase our sales
levels depends in part on our ability to retain and improve relationships with
these customers. We face the continuing challenge of recovering or offsetting
cost increases for raw materials.

      Gross margins are expected to improve during 2002 as we realize the
benefits of various profit-enhancing strategies begun in 2001. These strategies
include sourcing previously manufactured products, as well as locating new
sources for products already sourced outside the Company. We have significantly
reduced headcount, and continue to examine issues related to excess facilities.
Cost of goods sold is subject to variability in the prices for certain raw
materials, most significantly thermoplastic resins used by Contico in the
manufacture of plastic products. We are also exposed to price changes for copper
(used by Woods and Woods Canada), corrugated packaging material and other raw
materials. We have not employed any hedging techniques in the past, but are
evaluating alternatives in the area of commodity price risk. We anticipate
mitigating these risks in part by creating efficiencies in and improvements to
our production processes.

      Selling, general and administrative costs are expected to improve as a
percentage of sales from 2001 levels. Cost reduction efforts are ongoing
throughout the Company. Our corporate office has relocated, and we expect to
maintain modest headcount and rental costs. We have completed the process of
transferring most back-office functions of our Wilen subsidiary from Atlanta to
St. Louis, the headquarters of Contico. We are in the process of transferring
most back office functions of the Glit subsidiary in Wrens, Georgia to St.
Louis. We will evaluate the possibility of further consolidation of
administrative processes at our subsidiaries.

      It should be noted that we may incur further unusual charges during 2002
for potential restructuring efforts related to decisions on manufacturing and
distribution facilities, as well as administrative operations. These charges
could be for any or all of severance, plant closure costs and asset impairments.


                                     - 13 -
<PAGE>

      We are also pursuing a strategy of developing the Katy Maintenance Group
(KMG). This process involves bundling certain products of the
janitorial/sanitation business of Contico, Wilen, Glit/Microtron and Disco for
customers in the janitorial/sanitation markets. The new organization would allow
customers to order certain products from all of the companies using a single
purchase order, and billing and collection would be consolidated as well. In
addition to administrative efficiencies, we believe that combining sales and
marketing efforts of these entities will allow us a unique marketing opportunity
to have improved delivery of both product and customer service. We do not expect
significant financial benefits from this project in 2002, but believe it to be a
key to improving profitability and the long-term success of the Company

      Interest expense is expected to be significantly lower during 2002 as
opposed to 2001, given a full year of lower debt levels as a result of the
Recapitalization. Also, we have benefited from lower prevailing rates of
interest in recent months as a result of variable rate borrowing facilities. We
cannot predict the future levels of these interest rates.

      We do not expect to book income tax benefits from operating losses in
2002, given the history of operating losses and considering the amounts of
deferred tax assets already on our books. However, we are confident in our
ability to generate future taxable income in amounts adequate to recover the
carrying value of deferred tax assets that have been recorded.

      We are continually evaluating the possibility of divesting certain
businesses. This strategy would allow us to de-leverage our current financial
position and allow available cash, as well as management focus, to be directed
at core business activities.

Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995

      This report and the information incorporated by reference in this report
contain various "forward-looking statements" as defined in Section 27A of the
Securities Act of 1933 and Section 21E of the Exchange Act of 1934, as amended.
The forward-looking statements are based on the beliefs of our management, as
well as assumptions made by, and information currently available to, our
management. We have based these forward-looking statements on current
expectations and projections about future events and trends affecting the
financial condition of our business. These forward-looking statements are
subject to risks and uncertainties that may lead to results that differ
materially from those expressed in any forward-looking statement made by us or
on our behalf, including, among other things:

      -     Increases in the cost of, or in some cases continuation of the
            current price levels of, plastic resins, copper, paper board
            packaging, and other raw materials.

      -     Our inability to reduce product costs, including manufacturing,
            sourcing, freight, and other product costs.

      -     Our inability to reduce administrative costs through consolidation
            of functions and systems improvements.

      -     Our inability to achieve product price increases, especially as they
            relate to potentially higher raw material costs.

      -     The potential impact of losing lines of business at large retail
            outlets in the discount and do-it-yourself markets.

      -     Competition from foreign competitors.

      -     The potential impact of new distribution channels, such as
            e-commerce, negatively impacting us and our existing channels.

      -     The potential impact of rising interest rates on our
            Eurodollar-based credit facility.

      -     Our inability to meet covenants associated with the New Credit
            Agreement.

      -     Labor issues, including union activities that require an increase in
            production costs or lead to a strike, thus impairing production and
            decreasing sales. We are also subject to labor relations issues at
            entities involved in our supply chain, including both suppliers and
            those involved in transportation and shipping.

      -     Changes in significant laws and government regulations affecting
            environmental compliance and income taxes.


                                     - 14 -
<PAGE>

      -     Our inability to sell certain assets to raise cash and de-leverage
            its financial condition.

      Words and phrases such as "expects," "estimates," "will," "intends,"
      "plans," "believes," "anticipates" and the like are intended to identify
      forward-looking statements. The results referred to in forward-looking
      statements may differ materially from actual results because they involve
      estimates, assumptions and uncertainties. Forward-looking statements
      included herein are as of the date hereof and we undertake no obligation
      to revise or update such statements to reflect events or circumstances
      after the date hereof or to reflect the occurrence of unanticipated
      events. All forward looking statements should be viewed with caution.

ENVIRONMENTAL AND OTHER CONTINGENCIES

      The Company and certain of its current and former direct and indirect
corporate predecessors, subsidiaries and divisions have been identified by the
United States Environmental Protection Agency, 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") or 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.
Under the federal Superfund statute, parties could be held jointly and severally
liable, thus subjecting them to potential individual liability for the entire
cost of cleanup at the site. 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 $3.0 million at March 31, 2002. The ultimate cost will
depend on a number of factors and the amount currently accrued represents
management's best current estimate of the total cost to be incurred. The Company
expects this amount to be substantially paid over the next one to four years.

      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 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 has provided for its share of expected losses
beyond the applicable insurance coverage, including those incurred but not
reported, which are developed using actuarial techniques. Such accruals are
developed using currently available claim information, and represent
management's best estimates. 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.

      In December 1996, Banco del Atlantico, a bank located in Mexico, filed a
lawsuit against Woods, a subsidiary of the Company, and against certain past and
then present officers and directors and former owners of Woods, alleging that
the defendants participated in a violation of the Racketeer Influenced and
Corrupt Organizations Act involving allegedly fraudulently obtained loans from
Mexican banks, including the plaintiff, and "money laundering" of the proceeds
of the illegal enterprise. All of the foregoing is alleged to have occurred
prior to the Company's purchase of Woods. The plaintiff also alleges that it
made loans to an entity controlled by certain officers and directors based upon
fraudulent representations. The plaintiff seeks to hold Woods liable for its
alleged damage under principles of respondeat superior and successor liability.
The plaintiff is claiming damages in excess of $24.0 million and is requesting
treble damages under the statutes. The defendants have filed a motion, which has
not been ruled on, to dismiss this action on jurisdictional grounds. Because the
litigation is in preliminary stages, it is not possible at this time for the
Company to determine an outcome or reasonably estimate the range of potential
exposure. The Company may have recourse against the former owner of Woods and
others for, among other things, violations of covenants, representations and
warranties under the purchase agreement through which the Company acquired
Woods, and under state, federal and common law. In addition, the purchase price
under the purchase agreement may be subject to adjustment as a result of the
claims made by Banco del Atlantico. The extent or limit of any such recourse
cannot be predicted at this time.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

      Under SFAS No. 142, Goodwill and Other Intangible Assets, goodwill is no
longer amortized on a straight line basis


                                     - 15 -
<PAGE>

over its estimated useful life, but will be tested for impairment on an annual
basis and whenever indicators of impairment arise. The goodwill impairment test,
which is based on fair value, is to be performed on a reporting unit level. A
reporting unit is defined as an operating segment determined in accordance with
SFAS No. 131 or one level lower. Goodwill will no longer be allocated to other
long-lived assets for impairment testing under SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.
Additionally, goodwill on equity method investments will no longer be amortized;
however, it will continue to be tested for impairment in accordance with APB
Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock.
Under SFAS No. 142 intangible assets with indefinite lives will not be
amortized. Instead they will be carried at the lower of cost or fair value and
tested for impairment at least annually. All other recognized intangible assets
will continue to be amortized over their estimated useful lives.

      SFAS No. 142 is effective for fiscal years beginning after December 15,
2001 although goodwill on business combinations consummated after July 1, 2001
will not be amortized. The Company has adopted the non-amortization provisions
of SFAS No. 142 with regards to goodwill that has been reported on the balance
sheets historically. The amount of goodwill amortization not recorded during the
first quarter of 2002 as a result of the adoption of the non-amortization
provisions was $0.3 million. The Company is continuing to amortize assets
historically presented as intangible assets until the evaluation of all
intangibles is completed with regard to their continued presentation as
intangibles or their potential reclassification to goodwill. The Company
anticipates completing by June 30, 2002 the evaluation of whether impairments
will be required under SFAS No. 142. On adoption the Company may need to record
a cumulative effect adjustment to reflect the impairment of previously
recognized goodwill. If impairments are to be recorded, the Company will restate
earnings for prior-reported quarters of 2002 as necessary. The Company is unable
at this time to determine the impact that this Statement will have on intangible
assets at the time of adoption, or whether a cumulative effect adjustment will
be required upon adoption. During the second quarter of 2001, the Company
recorded an impairment of $33.0 million on the long-lived assets of its mop,
broom and brush division. However, even considering this impairment, the terms
of the Recapitalization of the Company that occurred in 2001 indicate that the
fair value of the Company may be less than the carrying value represented on the
consolidated balance sheets. Therefore, the Company recognizes the possibility
of impairments of goodwill and certain intangibles upon adoption in 2002.

      In August, 2001, the FASB released SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. Previously, two accounting models
existed for long-lived assets to be disposed of, as SFAS No. 121 did not address
the accounting for a segment of a business accounted for as a discontinued
operation under APB Opinion 30. This statement establishes a single model based
on the framework of SFAS No. 121. This statement also broadens the presentation
of discontinued operations to include more disposal transactions.

      The Company has adopted SFAS No. 144 and has determined that for the
quarter ended March 31, 2002, there are no operations that should be reported as
discontinued under the new standard. However, the Company anticipates that this
statement could have an impact on its financial reporting as 1) the Company is
considering certain divestitures, and 2) the statement broadens the presentation
of discontinued operations. If the Company were to divest of certain businesses
that are under consideration, Katy anticipates they would qualify as
discontinued operations under SFAS No. 144, whereas they would have not met the
requirements of discontinued operations treatment under APB Opinion 30.

       Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Our exposure to market risk associated with changes in interest rates
relates primarily to our debt obligations and temporary cash investments. We
currently do not use derivative financial instruments relating to either of
these exposures. Our interest obligations on outstanding debt are indexed from
short-term Eurodollar rates. We do not believe our exposures to interest rate
risks are material to our financial position or results of operations.


                                     - 16 -
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

      During the quarter for which this report is filed, there have been no
material developments in previously reported legal proceedings, and no other
cases or legal proceedings, other than ordinary routine litigation incidental to
the Company's business and other nonmaterial proceedings, brought against the
Company.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

      None

(b) Reports on Form 8-K

      None


                                     - 17 -
<PAGE>

                                   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 13, 2002                      By /s/ C. Michael Jacobi
                                           -------------------------------------
                                           C. Michael Jacobi
                                           President and Chief Executive Officer


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


                                     - 18 -