FORM 4

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

(Print or Type Responses)

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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Name and Address of Reporting Person*

Issuer Name and Ticker or Trading Symbol

Relationship of Reporting Person(s) to Issuer (Check all applicable)

Leonard III

Fred

KMG Chemicals, Inc. KMGB

X Director

X 10% Owner

Neff, Jr.

Charles

KMG Chemicals, Inc. KMGB

X Director

10% Owner

(Last)

(First)

(Middle)

I.R.S. Identification Number of Reporting Person, if an entity (voluntary)

Statement for Month/Day/Year

Officer (give title below)

Other (specify below)

10600 Fallstone Road

November 19, 2002

8803 Ferris

November 19, 2002

(Street)

If Amendment, Date of Original (Month/Day/Year)

Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than

Houston

Texas

~~77099~~77096

One Reporting Person

(City)

(State)

(Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security
(Instr. 3)

Transaction Date

2A.

Deemed Execution Date, if any

Transaction Code
(Instr. 8)

Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)

Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)

Nature of Indirect Beneficial Ownership
(Instr. 4)

(Month/Day/Year)

Code

Amount

(A) or (D)

Price

No change

FORM 4 (Continued)

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative Security (Instr. 3)

Conversion or Exercise Price of Derivative Security

Transaction Date (Month/Day/Year)

3A.

Deemed Execution Date, if any (Month/Day/Year)

Transaction Code (Instr. 8)

Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

Date Exercisable and Expiration Date (Month/Day/Year)

Code

(A)

(D)

Date Exercisable

Expiration Date

Option

$3.21

11/19/02

11/2919/12


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 Securities: Direct (D) or Indirect (I) (Instr. 4)	11.	Nature of Indirect Beneficial Ownership (Instr. 4)

	Title	Amount or Number of Shares

	Common	10,000		0		4		D

Explanation of Responses:

/s/ Fred C. Leonard III		January 3, 2003
/s/ Charles M. Neff, Jr.		1/6/03
**Signature of Reporting Person		Date

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.

http://www.sec.gov/divisions/corpfin/forms/form4.htm
Last update: 09/05/2002

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