Exhibit
      4.1d





**FOURTH
      AMENDMENT TO RIGHTS AGREEMENT**





This
      Fourth Amendment to Rights Agreement (the “Amendment”), dated as of June 2,
      2001, is entered into by and between Katy Industries, Inc., a Delaware
      corporation (the “Company”), and La Salle Bank National Association (f/k/a La
      Salle National Bank), a national banking association, as Rights Agent (the
      “Rights Agent”).





WHEREAS,
      the Company and the Rights Agent are parties to a Rights Agreement, dated as
      of
      January 13, 1995, as amended (the “Agreement”);





WHEREAS,
      the Company wishes to amend the Agreement; and





WHEREAS,
      Section 26 of the Agreement provides, among other things, that prior to the
      Distribution Date the Company may, and the Rights Agent shall, if the Company
      so
      directs, supplement or amend any provision of the Agreement without the approval
      of any holders of certificates representing shares of Company Common
      Stock.





NOW,
      THEREFORE, the Company and the Rights Agent hereby amend the Agreement as
      follows:





1.  Capitalized
      terms used in this Amendment without definition shall have the meanings given
      to
      them in the Agreement.





2.  Section
      1
      of the Agreement is hereby amended by:





a.  replacing
      the existing Section 1(m) with the following:





“(m)
      “KKTY Group” shall mean KKTY Holding Company, L.L.C., a Delaware limited
      liability company, and all Affiliates and all Associates of KKTY Holding
      Company, L.L.C.”





b.  replacing
      the existing Section 1(o) with the following:





“(o)
      “Permitted Event” shall mean the execution, delivery and performance under, or
      consummation of any one or more transactions contemplated by, the Purchase
      Agreement, including, without limitation, the issuance of Company Common Stock
      upon conversion of the preferred stock issued pursuant to the Purchase
      Agreement, entry into the Voting Agreement (as defined in the Purchase
      Agreement), and entry into any other voting agreement with any stockholder
      of
      the Company in connection with the Recapitalization.”





c.  replacing
      the existing Section 1(q) with the following:





“(q)
      “Purchase Agreement” shall mean the Preferred Stock Purchase and
      Recapitalization Agreement, dated as of June 2, 2001, as the same may be amended
      from time to time, by and among KKTY Holding Company, L.L.C. and the
      Company.”





d.  replacing
      the existing Section 1(s) with the following:




“(s)
      “Recapitalization” shall mean the purchase by KKTY Holding Company, L.L.C. of
      newly issued preferred stock of the Company and the issuance of Company Common
      Stock upon conversion of the preferred stock, pursuant to the Purchase
      Agreement.”







3.  The
      term
“Agreement” as used in the Agreement shall be deemed to refer to the Agreement
      as amended hereby.





4.  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.





5.  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.





6.  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.





7.  If
      any
      term, provision, covenant or restriction of this Amendment is held by a court
      of
      competent jurisdiction or other authority to be invalid, illegal, or
      unenforceable, the remainder of the terms, provisions, covenants and
      restrictions of this Amendment, and of the Agreement, shall remain in full
      force
      and effect and shall in no way be affected, impaired or
      invalidated.





[Remainder
      of page intentionally left blank]





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 certificate as of June __,
      2001.








/s/
      Robert M. Baratta


Robert
      M.
      Baratta


President
      and Chief Executive Officer





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





KATY
      INDUSTRIES, INC.





By: /s/
      Robert M. Baratta


Name:
      Robert M. Baratta


Title:
      President and Chief Executive Officer





LA
      SALLE
      BANK NATIONAL ASSOCIATION, as Rights Agent





By: /s/
      Mark F. Rimkus


Name:
      Mark F. Rimkus


Title:
      Assistant Vice President