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Exhibit 31.2
 
  1.
    
    I have reviewed this Annual Report on Form 10-K of Katy Industries, Inc. (the registrant) for
the year ended December 31, 2007;2.
    
    Based on my knowledge, this annual report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this annual report;3.
    
    Based on my knowledge, the financial statements, and other financial information included in
this annual report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this annual
report;4.
    
    The registrants other certifying officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the registrant and we have:
 (a)
    
    Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in
which this annual report is being prepared;(b)
    
    Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;(c)
    
    Evaluated the effectiveness of the registrants disclosure controls and
procedures and presented in the annual report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this
report; and(d)
    
    Disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter
(the registrants fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrants
control over financial reporting; and
 5.
    
    The registrants other certifying officers and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of registrants board of directors (or persons performing the equivalent
function):
 (a)
    
    All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrants ability to record, process, summarize and report
financial information; and(b)
    
    Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal control over
financial reporting.
 Date: March 14, 2008
    
    By:
    
    /s/ Amir RosenthalAmir RosenthalChief Financial Officer