Sec Form 4 Filing - BARATTA ROBERT M @ KATY INDUSTRIES INC - 2011-05-25

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 BARATTA ROBERT M 2. Issuer Name and Ticker or Trading Symbol KATY INDUSTRIES INC [ KATY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 305 ROCK INDUSTRIAL PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2011 (Street) BRIDGETON, MO63044 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 11,935 D

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 Stock Appreciation Right $ 0.2 ( 2 ) 05/25/2011 A 2,000 05/25/2011( 2 ) 05/25/2021( 2 ) Common Stock 2,000 $ 0.2 20,250 D Option to purchase Common Stock $ 3.69 ( 1 ) 05/26/2005( 1 ) 05/26/2015( 1 ) Common Stock 8,000 8,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARATTA ROBERT M 305 ROCK INDUSTRIAL PARK DRIVE BRIDGETON, MO63044 X Signatures /s/ James W. Shaffer as attorney-in-fact for Robert M. Barratta 05/26/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The exercisable date, conversion price, and expiration date on the stock options represent information from the most recent grant, 5/26/05. The Reporting Person has received stock options from 2002 through 2005 with conversion prices ranging from $3.69 to $5.91. ( 2 )The exercisable date, conversion price, and expiration date on the stock appreciation rights represent information from the most recent grant, 5/25/11. The Reporting Person has received stock appreciation rights from 2002 through 2011 with conversion prices ranging from $0.20 to $3.15.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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