Sec Form 4 Filing - CARROLL AMELIA M @ KATY INDUSTRIES INC - 2008-04-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

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1. Name and Address of Reporting Person CARROLL AMELIA M 2. Issuer Name and Ticker or Trading Symbol KATY INDUSTRIES INC [ KATY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2461 SOUTH CLARK STREET, SUITE 630 3. Date of Earliest Transaction (MM/DD/YY) 04/04/2008 (Street) ARLINGTON, VA22202 4. If Amendment, Date Original Filed (MM/DD/YY) 6. 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 8,729 D Common Stock 804,635 I ( 1 ) ( 4 ) See Notes 1 and 4 ( 1 ) ( 4 ) Common Stock 2,071,036 I ( 5 ) See Notes ( 1 ) ( 2 ) ( 5 ) ( 6 ) Common Stock 171,839 I By Spouse Common Stock 32,910 ( 8 ) I ( 8 ) See Note 8 ( 8 ) Common Stock 08/27/2007 08/30/2007 S 2,106 ( 3 ) D ( 3 ) $ 1.6 2,106 ( 3 ) I ( 3 ) See Note 3 ( 3 ) Common Stock 03/31/2008 04/03/2008 S 2,106 ( 3 ) D ( 3 ) $ 1.01 0 ( 3 ) I ( 3 ) See Note 3 ( 3 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options to purchase Common Stock $ 3.69 ( 7 ) 05/26/2005( 7 ) 05/26/2015( 7 ) Common Stock 23,000 23,000 I By Spouse Stock Appreciation Right $ 1.1 ( 9 ) 05/31/2007( 9 ) 05/31/2017( 9 ) Common Stock 4,000 4,000 I By Spouse

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CARROLL AMELIA M 2461 SOUTH CLARK STREET SUITE 630 ARLINGTON, VA22202 X Signatures /s/ Philip D. Reinkemeyer as attorney-in-fact for Amelia M. Carroll 04/04/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Members of the Reporting Person's immediate family are beneficiaries of 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 Lelia H. Carroll Trust U/A Dated 7/12/62 F/B/O Wallace E. Carroll, Jr. (the "WEC Jr. '62 Trust) and the Family Grandchildren Trust U/A dated 9/29/90 F/B/O the descendents of Wallace E. Carroll, Jr. (the ?Family Trust?) (collectively, the ?WEC Trusts?). The WEC Jr. '58 Trust, the WEC Jr. '62 Trust and the Family Trust directly beneficially own 603,000, 194,693 and 6,942 shares of the Issuer's outstanding common stock, respectively, for an aggregate of 804,635 shares (the ?Trust Shares?). The Reporting Person may be deemed to have an indirect pecuniary interest in the Trust Shares to the extent that she and/or the members of her immediate family living in the same household are beneficiaries of the WEC Trusts. ( 2 )CRL, Inc. ("CRL") directly beneficially owns 2,071,036 shares of the Issuer's outstanding common stock (the ?CRL Shares?) after giving effect to the transaction reported herein. As stockholders of CRL, the WEC Jr. '58 Trust and the Reporting Person may be deemed to indirectly beneficially own such Shares. The Reporting Person may be deemed to have an indirect pecuniary interest in the shares indirectly beneficially owned by 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 that trust and as a stockholder of CRL. ( 3 )Common stock was held by the Katy Industries, Inc. Directors? Deferred Compensation Plan in a Rabbi Trust arrangement. 2,106 shares were held for the benefit of the Reporting Person, and 2,106 shares were held for the benefit of her spouse. Both the Reporting Person and her spouse received a distribution of their accounts. ( 4 )Members of the Reporting Person?s immediate family are beneficiaries of the WEC Trusts (see Note 1). The Reporting Person may be deemed to have an indirect pecuniary interest in the Trust Shares to the extent that members of her immediate family living in the same household are beneficiaries of the WEC Trusts. ( 5 )The Reporting Person may be deemed to have an indirect pecuniary interest in the CRL Shares to the extent that members of her immediate family living in the same household own CRL shares and are beneficiaries of the WEC Jr. '58 Trust (see Note 2). ( 6 )As a stockholder of CRL, the Reporting Person may be deemed to have an indirect pecuniary interest in the CRL Shares (see Note 2). ( 7 )The Reporting Person's spouse has received stock options from 1998 through 2005. The exercisable date, expiration date and conversion price represent the most recent stock option grant. Range of conversion prices are from $3.11 - $18.125. ( 8 )The Reporting Person is a trustee of the Wallace Foundation which holds 32,910 shares. ( 9 )The Reporting Person's spouse has received stock appreciation rights in 2006 and 2007. the exercisable date, expiration date and conversion price represent the most recent stock appreciation rights grant. Range of conversion prices are from $1.10 to $2.08.

Remarks: Mimi's Form 4

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 Instruction 4(b)(v).

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