Exhibit 4.1b
                                ------------

                    SECOND AMENDMENT TO RIGHTS AGREEMENT
                    ------------------------------------

   This Second Amendment to Rights Agreement (this "Amendment") is made and
entered into this 8th day of January, 1999, by and between Katy Industries,
Inc., a Delaware corporation (the "Company"), and La Salle National Bank, a
national banking association (the "Rights Agent").

   WHEREAS, the Company and the Rights Agent, as successor rights agent, are
parties to that certain Rights Agreement dated as of January 13, 1995, as
amended (the "Agreement"), governing, inter alia, the issuance and exercise of
Rights, as defined in the Agreement; and

   WHEREAS, on December 11, 1998, the Board of Directors of the Company
approved an amendment to the Agreement on the terms set forth in this
Amendment;

   NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

   1. Section 1(j) of the Agreement is hereby amended by:

      (a) deleting the word Aand@ at the end of subparagraph (iii);

      (b) adding, immediately following subparagraph (iii), a new
          subparagraph (iv), to read as follows:

         "(iv) any member of the Miller Group; provided, however,
      that all of the Miller Group shall immediately and thereafter cease
      to be an Exempt Person if either (x) the Miller Group at any time
      shall acquire additional shares resulting in an increase in its
      aggregate beneficial ownership of the Company Common Stock from
      time to time outstanding by more than 1% above its holdings as of
      the close of business on the Closing Date under that certain Unit
      Purchase Agreement dated as of December 31, 1998 by and among the
      Company, Contico International, Inc. and Lester Miller or (y) the
      Miller Group at any time shall cease to be a Beneficial Owner of
      an aggregate of 10% or more of the Company Common Stock; and"

   and

      (c) renumbering subparagraph (iv) to become subparagraph (v).

   2. Section 1(m) of the Agreement is hereby amended by deleting such
      section in its entirety and inserting in lieu thereof the following:


         (m) "Miller Group" shall mean (i) Lester Miller; (ii) the spouse,
      lineal descendants and spouse of the lineal descendants of Lester
      Miller; (iii) the estate or legal representative of each Person
      identified in clause (i) or (ii) above; (iv) each trust, custodianship
      or otherfiduciary arrangement in respect of which one or more of the
      Persons described in clause (i) or (ii) above is a beneficiary; (v) each
      corporation 100% (by number of votes) of the voting stock of which is
      owned by or held for the benefit of one or more of the Persons described
      in clause (i), (ii), (iii) or (iv) hereof; and (vi) each partnership,
      limited liability company or other association 100% of the capital of
      which is owned by or held for the benefit of one or more of the Persons
      described in clause (i), (ii), (iii) or (iv) above and such Person or
      Persons shall have control of such partnership.  The term "control" as
      used in clause (vi) of the immediately preceding sentence means the
      possession of the power to direct or cause the direction of management
      and policies of such partnership, whether through the ownership of an
      equity interest, by contract or otherwise.  For purposes of this
      definition, lineal descendants shall include adopted Persons who are
      twelve years of age or under at the time of adoption.

   3.  The Agreement is hereby amended by substituting for each reference
       to "the Independent Directors" the words "the directors of the
       Company."

   4.  Section 3(c) of the Agreement is hereby amended by substituting "La
       Salle National Bank" in lieu of the "Harris Trust and Savings Bank."

   5.  Section 25 of the Agreement is hereby amended by deleting the
       information regarding Harris Trust and Savings Bank and inserting in
       lieu thereof the following:

                   La Salle National Bank
                   135 South La Salle Street
                   Chicago, Illinois 60603
                   Attention: Mr. Gregory Malatia
                   Fax: (312) 904-2236

   6.  The form of Rights Certificate attached as Exhibit A to the
       Agreement is hereby amended by substituting "La Salle National Bank" in
       lieu of "Harris Trust and Savings Bank" each place it appears.

   7.  Except as expressly amended hereby, all of the terms and provisions
       of the Agreement shall continue and remain in full force and effect,
       and each party confirms, ratifies and approves each and every of its
       obligations under the Agreement, as amended by this Amendment.

   8.  This Amendment shall be governed by, and construed in accordance
       with, the laws of the State of Delaware applicable to contracts
       executed in and to be performed entirely in such state.

   9.  This Amendment may be executed (including by facsimile) in one or
       more counterparts, and by the different parties hereto in separate
       counterparts, each of which, when executed, shall be deemed to be an
       original, but all of which taken together shall constitute one and the
       same instrument.


   IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date first above written.

                                           KATY INDUSTRIES, INC.
Attest:

By: /S/ Stephen P. Nicholson               By: /S/ John R. Prann, Jr.
    --------------------------                 ---------------------------
Its: Chief Financial Officer               Its: President and Chief
    --------------------------                  Executive Officer
                                               ---------------------------


                                           LA SALLE NATIONAL BANK
Attest:

By: /S/ Mark Rimkus                        By: /S/ Greg Malatia
    --------------------------                 ---------------------------
Its: Trust Officer                         Its: Vice President
    --------------------------                 ---------------------------

   The undersigned, being a duly elected, qualified and acting officer of
the Company, hereby certifies to the Rights Agent that the foregoing Amendment
is in compliance with the terms of Section 26 of the Agreement.

   IN WITNESS WHEREOF, the undersigned has executed this certification as
of January 8, 1999.

                                           KATY INDUSTRIES, INC.


                                           By: /S/ John R. Prann, Jr.
                                               ---------------------------
                                           Its: President and Chief
                                                Executive Officer
                                               ---------------------------