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

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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.   (KT)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)      

___ 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 06762		 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)
Code V Amount (A)
or
(D)		 Price
Common Stock               181,239 I By Spouse
Common Stock               797,693 I Note 1.
Common Stock               2,073,436 I Note 2.
Common Stock               2,106 I By Spouse in Note 3. plan
Common Stock               8,729 D  
Common Stock               2,106 I Note 3.
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 V (A) (D) Date
Exercisable		 Expiration
Date		 Title Amount
or
Number
of Shares
Stock Options $3.11 11/25/2002 11/25/2002 J Note 4.   7,000   11/25/2002 11/25/2012 Common Stock 7,000   23,000 I By Spouse
Explanation of Responses:

1. Members of the Reporting Person's 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 the members of her immediate family living in the same household are beneficiaries of the trusts.

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

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

4. J - Grant of options to Mrs. Carroll's spouse, Wallace E. Carroll, Jr., who is a Katy director and 10% owner.

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/ Amelia M. Carroll
**Signature of Reporting Person
Amelia M. Carroll (5) 		11/27/2002 
Date
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