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 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 * EHLER HOWARD L JR   2. Issuer Name and Ticker or Trading Symbol IMPERIAL INDUSTRIES INC [IPII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 5621 SW 8 STREET 3. Date of Earliest Transaction (Month/Day/Year) 10/20/2008 (Street) PLANTATION, FL 33317 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (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 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               21,544 D (1)

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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 Option

$ 0.79

10/20/2008

J(4)

960

07/11/2005

03/19/2009

Common

960

$ 0

960

D

Stock Option

$ 0.79

10/20/2008

J(4)

5,000

09/17/2005

03/16/2010

Common

5,000

$ 0

5,000

D

Stock Option

$ 0.79

10/20/2008

J(4)

5,000

06/21/2006

12/20/2010

Common

5,000

$ 0

5,000

D

Stock Option

$ 0.79

10/20/2008

J(4)

882

08/17/2006

07/30/2009

Common

882

$ 0

882

D

Stock Option

$ 0.79

10/20/2008

J(4)

619

02/28/2007

07/30/2009

Common

619

$ 0

619

D

Restricted Stock Unit

$ 3.66

(2)

(3)

Common

6,000

6,000

D

Stock Option

$ 0.79

10/20/2008

A

5,000

04/20/2009

10/19/2013

Common

5,000

$ 0

5,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
EHLER HOWARD L JR 5621 SW 8 STREET PLANTATION, FL 33317	X		Chief Operating Officer

Signatures

/s/ HOWARD L. EHLER, JR.		10/22/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares in the amount of 18,415 are jointly owned by Mr. Ehler and his wife Marsha Ehler.
(2)	Restricted Stock Units were: (a) granted pursuant to the Company's 2006 Stock Award and Incentive Plan; and (b) vest 25% on each anniversary date of the grant.
(3)	Shares would be issued at time of vesting and would be fully vested and issued as of 11/27/2011.
(4)	The exercise prices if the above noted stock options that were previously granted were re-priced to the fair market value of the underlying common stock as of the close of trading on October 17, 2008

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