Edgar Filing: KATY INDUSTRIES INC

Form 4

Form 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL
			OMB Number: 3235-0287
			Expires: January 31, 2005
[ ]	Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See instructions 1(b).		Estimated average burden hours per response. . . 0.5

1. Name and Address of Reporting Person* Wallace E. Carroll, Jr.	2. Issuer Name and Ticker or Trading Symbol Katy Industries, Inc. (KT)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) _X_ Director _X_ 10% Owner ___ Officer (give title below) ___ Other (specify below)
(Last) (First) (Middle) c/o Katy Industries, Inc. 765 Straits Turnpike, Suite 2000	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year 11/25/2002
(Street) Middlebury, CT		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City) (State) (Zip)	Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transactions (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								2,106	I	Note 2.
Common Stock								797,693	I	Note 3.
Common Stock								8,729	I	By Spouse
Common Stock								2,073,436	I	Note 4.
Common Stock								181,239	D
Common Stock								2,106	I	By Spouse in Note 2. plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instructions 4(b)(v).
	Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.	(Over) SEC 1474 (9-02)

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1.
Title of Derivative Security
(Instr.3)

2.
Conversion or
Exercise
Price of
Derivative
Security

3.
Transaction
Date
(Month/
Day/Year)

3A.
Deemed Execution
Date, if any
(Month/
Day/Year)

4.
Transaction Code
(Instr. 8)

5.
Number of Derivative
Securities
Acquired (A) or Disposed of (D)
(Instr.3,4
and 5)

6.
Date Exercisable
and Expiration Date
(Month/Day/Year)

7.
Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8.
Price of
Derivative
Security
(Instr. 5)

9.
Number of
Derivative
Securities
Beneficially
Owned Following Reported Transaction(s)
(Instr. 4)

10.
Ownership
Form of
Derivative
Security:
Direct (D) or Indirect (I)
(Instr. 4)

11.
Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount
or
Number
of Shares

Stock Options

$3.11

11/25/2002

J See Note 1

7,000

11/25/2002

11/25/2012

Common Stock

7,000

$3.11

23,000

Explanation of Responses:

1. J - Grant of options from Katy Non-Employee Director Stock Option Plan.

2. Shares held by rabbi trust for Katy Supplemental Retirement Plan.

3. The reporting person ormembers of his immediate family are beneficiaries of the Wallace E. Carroll Trust U/A Dated 7/1/57 F/B/O Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '57 Trust), The Wallace E. and Lelia H. Carroll Trust U/A Dated 5/1/58 F/B/O Wallace E. Carroll, Jr. and his descendants (the "WEC Jr. '58 Trust), the Wallace E. Carroll Trust U/A Dated 1/20/61 F/B/O Wallace E. Carroll, Jr.(the "WEC Jr. '61 Trust), and the Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. (the "WEC Jr. '62 Trust). The WEC Jr. '57 Trust, WEC Jr. '58 Trust, WEC Jr. '61 Trust, and WEC Jr. '62 Trust directly beneficially own 2,151; 603,000; 11,881; and 180,661 shares of the Issuer's outstanding stock (the "Shares"), respectively, for an aggregate of 797,693 Shares. The Reporting Person may be deemed to have an indirect pecuniary interest in such shares to the extent that he and/or the members of his immediate family living the same household are beneficiaries of the trusts.

4. CRL, Inc. ("CRL") directly beneficially owns 2,073,436 shares. As the stockholder of CRL, the WEC Jr. '57 Trust, the WEC Jr. '58 Trust and the Reporting Person may be deemed to indirectly beneficially own such shares. The Reporting Person ay be deemed to indirectly beneficially onw such shares. The Reporting Person may be deemed to have an indirect pecuniary interest in the Shares indirectly beneficially onwed by the WEC Jr. '57 Trust and the WEC Jr. '58 Trust through CRL to the extent that he and/or the members of his immediate family living in the same household are beneficiaries of those trusts and as a stockholder of CRL.

5. Pursuant to Power of Attorney dated October 14, 2002

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	/s/ Wallace E. Carroll, Jr. **Signature of Reporting Person Wallace E. Carroll, Jr. (5)	11/27/2002 Date
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.

Page 2