EXHIBIT (a)(4)
                             KATY INDUSTRIES, INC.
                        6300 S. Syracuse Way, Suite 300
                           Englewood, Colorado 80111
                                 (303) 290-9300

                                                                  April 25, 2001

Dear Katy Shareholder:

   I am pleased to report that on March 29, 2001, Katy Industries, Inc. entered
into a Preferred Stock Purchase and Recapitalization Agreement with KKTY
Holding Company, L.L.C., an affiliate of Kohlberg & Co. L.L.C.

   Under the Purchase Agreement, KKTY has commenced a tender offer (the
"Offer") for up to 2,500,000 shares of Katy common stock at a price of $8.00
per share, net to the seller in cash, without interest. The Offer is currently
scheduled to expire at 5:00 p.m., New York City time, on June 5, 2001, unless
otherwise extended.

   The Purchase Agreement also provides for KKTY to buy 400,000 shares of newly
issued convertible preferred stock from Katy at a purchase price of $100 per
share (or an aggregate purchase price of $40,000,000) (the "Preferred Stock
Purchase"). Proceeds from the Preferred Stock Purchase would principally be
used to reduce Katy's existing debt. The Offer and the Preferred Stock Purchase
are subject to a number of conditions, including, the tender of at least
2,000,000 shares of Katy's common stock to KKTY in the Offer. The Preferred
Stock Purchase is subject to approval by Katy shareholders, as described in a
proxy statement dated April 25, 2001 that is being mailed to Katy's
shareholders.

   Your Board of Directors has determined that the Offer and the Preferred
Stock Purchase are fair to, and in the best interests of, the holders of shares
of Katy's common stock, has approved the Purchase Agreement, the Offer, and the
Preferred Stock Purchase, and recommends that holders of shares of Katy's
common stock consider acceptance of the Offer and the tender of all or part of
their shares pursuant to the Offer.

   Accompanying this letter is a copy of Katy's Solicitation/Recommendation
Statement on Schedule 14D-9, filed by Katy with the Securities and Exchange
Commission.

   Also accompanying this letter is a copy of KKTY's Offer to Purchase and
related tender offer materials, including a Letter of Transmittal for use in
tendering your shares of common stock. These documents set forth the terms and
conditions of the Offer and provide instructions for tendering your shares of
common stock.

   We urge you to read all of the enclosed materials carefully.

   The management and directors of Katy thank you for the support you have
given Katy.

                                          Sincerely,

                                          /s/ Robert M. Baratta

                                          Robert M. Baratta
                                          President and Chief Executive
                                           Officer