Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Castor Anthony T III
 2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2005		 3. Issuer Name and Ticker or Trading Symbol
KATY INDUSTRIES INC [KT]
(Last)
(First)
(Middle)
765 STRAITS TURNPIKE, SUITE 2000		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MIDDLEBURY, CT 06762		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option to purchase Common Stock 05/26/2006(2) 05/26/2015 Common Stock 750,000 $ 3.59 D (1)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Castor Anthony T III
765 STRAITS TURNPIKE
SUITE 2000
MIDDLEBURY, CT 06762		   X     President and CEO  

Signatures

/s/ Michael C. Paul as attorney-in-fact for Anthony T. Castor III 05/31/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Mr. Castor was appointed President and CEO effective June 1, 2005. Mr. Castor was appointed to the Board of Directors effective June 1, 2005.
(2) The Stock Options will vest ratably as follows: one-third on 5/26/06, one-third on 5/26/07, and one-third on 5/26/08.

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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