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):
                                  June 5, 1998

                                    KTI, INC.
               (Exact name of Registrant as specified in Charter)

     New Jersey                     33-85234          22-2665282
(State or other juris-             (Commission       (IRS Employer
diction of incorporation)           File Number)     Identification 
                                      Number)

7000 Boulevard East, Guttenberg, New Jersey               07093
(Address of principal executive office)                 (Zip Code)


Registrant's telephone number including area code-     (201) 854-7777 


                                 Not Applicable
         (Former name and former address, as changed since last report)




ITEM 5.   OTHER EVENTS.

          On June 5, 1998, KTI, Inc., a New Jersey corporation (the Company or
the Registrant) announced that it has exercised its option to exchange all of
its shares of Series B Preferred Stock outstanding on August 3, 1998, the next
Dividend Payment Date, for KTI, Inc.'s 8 3/4% Convertible Subordinated Notes
(the "Exchange Notes").

     Dividends on the Series B Preferred Stock shall cease to accumulate on
August 3, 1998, whether or not the certificates for shares of the Series B
Preferred have been surrendered for exchange.  Interest on the Exchange Notes
shall accrue from August 3, 1998, whether or not the certificates for shares of
the Series B Preferred have been surrendered for exchange.

     The Holders of outstanding shares of Series B Preferred are entitled to
receive a $1,000 principal amount Exchange Note for each 40 shares of Series B
Preferred held.  The Company. will pay cash in the amount of $25.00 per share to
any Holder for that portion of such Holder's position, which is less than 40
shares.


     ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (a) Exhibits.

     Exhibit Number Description

     99.1           Exchange Notice

     99.2           News release dated June 5, 1998.



                                   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.



                                   KTI, Inc.
                                   (the Registrant)



Dated:         June 17, 1998            By:       /s/ Martin J. Sergi
                                        Name:     Martin J. Sergi
                                        Title:    President