THIRD AMENDMENT TO AMENDED AND RESTATED
                      REVOLVING LOAN AND SECURITY AGREEMENT

     THIS THIRD  AMENDMENT TO AMENDED AND RESTATED  REVOLVING  LOAN AND SECURITY
AGREEMENT  (the "Third  Amendment")  is entered into as of May 14, 1999,  by and
between  KEYSTONE   CONSOLIDATED   INDUSTRIES,   INC.,  a  Delaware  corporation
("Borrower"),   and  CONGRESS  FINANCIAL  CORPORATION  (CENTRAL),   an  Illinois
corporation ("Lender"). Except for terms which are expressly defined herein, all
capitalized  terms used herein shall have the meaning  subscribed to them in the
Loan Agreement (as defined below).

                                    RECITALS

     WHEREAS,  Borrower  and Lender  are  parties to that  certain  Amended  and
Restated Revolving Loan and Security Agreement dated as of December 29, 1995, as
amended by that certain First  Amendment to Amended and Restated  Revolving Loan
and Security  Agreement  dated as of September 27, 1996 and that certain  Second
Amendment to Amended and Restated  Revolving  Loan and  Security  Agreement  and
Release  of Term  Loan  and  Security  Agreement  dated  as of  August  4,  1997
(collectively, the "Loan Agreement").

     WHEREAS,  Borrower  desires  to amend  the terms of the Loan  Agreement  to
reflect the  disposition  by Borrower  of certain of DeSoto's  laundry  facility
assets in Joliet,  Illinois and to permit Borrower to, among other things, enter
into a joint venture with Spartanburg  Forest  Products,  Inc., a South Carolina
corporation,  and  Gossling  Consulting  L.L.C.,  a Delaware  limited  liability
company, and guarantee certain obligations of the joint venture.

     WHEREAS,  Lender is  willing to amend the Loan  Agreement  on the terms and
conditions set forth herein.

     NOW,  THEREFORE,  in consideration of the mutual  conditions and agreements
set forth herein, and for other good and valuable consideration, the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1. Amendments to the Loan Agreement

          A. The  definition of "Inventory  Cap  Adjustment" in Section 1 of the
     Loan  Agreement  is hereby  amended and restated in its entirety to read as
     follows:

               "Inventory Cap  Adjustment"  shall mean, at any time, the amount,
               if any, by which the Inventory Utilization exceeds $25,000,000.

          B. Section 9.10 of the Loan  Agreement is hereby  amended and restated
     in its entirety to read as follows:

               Revolving Loans,  Investments,  Guarantees,  Etc.  Borrower shall
               not,  directly or indirectly,  make any loans or advance money or
               property  to any person,  or invest in (by capital  contribution,
               dividend or  otherwise)  or purchase or  repurchase  the stock or
               indebtedness  or all or a  substantial  part  of  the  assets  or
               property  of  any  person,  or  guarantee,  assume,  endorse,  or
               otherwise  become  responsible  for (directly or indirectly)  the
               indebtedness, performance, obligations or dividends of any Person
               or agree to do any of the foregoing,  except: (a) the endorsement
               of instruments  for collection or deposit in the ordinary  course
               of  business;  (b) loans or  investments  which  result  from the
               conversion of past due accounts  receivable  into notes or stock,
               which notes or stock are  delivered  and  pledged to Lender;  (c)
               investments in: (i) short-term  direct  obligations of the United
               States Government, (ii) negotiable certificates of deposit issued
               by any bank  satisfactory to Lender,  payable to the order of the
               Borrower or to bearer and delivered to Lender,  (iii)  commercial
               paper rated A1 or P1, (iv) the  advances  and  investments  as of
               December 31, 1995 in  Engineered  Wire  Products,  Inc.,  an Ohio
               corporation,  and (v) loans or investments of no greater than (A)
               $3,000,000  to Fox Valley made  available  on a revolving  credit
               basis and evidenced by a subordinated  demand note, provided that
               Fox Valley is  Solvent at the time of such loans or  investments,
               (B) $5,000,000 to Caldwell made  available on a revolving  credit
               basis and evidenced by a subordinated  demand note, provided that
               Caldwell is Solvent at the time of such loans or investments, (C)
               $10,000,000 to DeSoto,  Inc. (excluding the initial investment of
               approximately   $70,000,000  made  to  initially  capitalize  DSO
               Acquisition Corporation with the contribution of the Sherman Wire
               assets  plus  (x)  the  value  of  Borrower's   stock  issued  in
               connection  with the DeSoto  Acquisition  and (y) all transaction
               costs  related  to  DeSoto   Acquisition)  made  available  on  a
               revolving  credit basis and  evidenced by a  subordinated  demand
               note,  provided that DeSoto,  Inc. is Solvent at the time of such
               loans  or  investments,  (D)  $8,800,000  to  DeSoto,  Inc.  made
               available  as a term  loan  on or  about  August  7,  1997  to be
               evidenced by a subordinated demand note, and (E) an investment of
               $102,000  made  to  initially  capitalize  Garden  Zone,  LLC,  a
               Delaware limited  liability  company  ("Garden Zone");  provided,
               that,  as to any of the  foregoing,  unless  waived in writing by
               Lender,  Borrower shall take such actions as are deemed necessary
               by Lender to  perfect  the  security  interest  of Lender in such
               investments;  and (d) the  guarantee(s)  (i) by  Borrower  of the
               obligations owing to Lender by Joint Venture, (ii) by Borrower of
               up to  $2,040,000  of the  obligations  owing to National Bank of
               South  Carolina  by  Garden  Zone  and  (iii)  set  forth  in the
               Information Certificate.

          B. The  Information  Certificate  attached  as  Exhibit  A to the Loan
     Agreement is hereby amended to delete "DSO Acquisition  Corporation"  under
     the section  entitled  "Subsidiaries  (Section  8.1)" and to insert "Garden
     Zone, LLC" in place thereof.

     II.  Conditions to Effectiveness  of Third Amendment.  This Third Amendment
shall become  effective on the date (the  "Effective  Date") when Borrower shall
satisfy all of the following conditions:

          A. Third  Amendment.  Borrower and Lender shall have duly executed and
     delivered this Third Amendment.

          B.  Additional   Matters.   Lender  shall  have  received  such  other
     certificates, opinions, UCC financing statements, documents and instruments
     relating to the obligations or the transactions  contemplated hereby as may
     have been  reasonably  requested  by Lender,  and all  corporate  and other
     proceedings  and all other  documents  and all legal  matters in connection
     with the transactions  contemplated hereby shall be reasonably satisfactory
     in form and substance to Lender.

     IV. Representations and Warranties. In order to induce Lender to enter into
this Third  Amendment,  Borrower  represents  and  warrants to Lender,  upon the
effectiveness  of this Third  Amendment,  which  representations  and warranties
shall survive the execution and delivery of this Third Amendment, that:

          A. Borrower is a corporation  duly organized,  validly existing and in
     good standing under the laws of the state of its incorporation;

          B. the execution,  delivery and performance of this Third Amendment by
     Borrower are within its corporate  powers and have been duly  authorized by
     all necessary corporate action;

          C.  this  Third  Amendment  constitutes  a legal,  valid  and  binding
     obligation of Borrower, enforceable against Borrower in accordance with its
     terms,  except as  enforcement  may be limited by  bankruptcy,  insolvency,
     reorganization,  moratorium or similar laws  affecting the  enforcement  of
     creditors' rights generally, and by general principles of equity; and

          D. all of the  representations  and  warranties  contained in the Loan
     Agreement and in the other Financing  Agreements  (other,  than those which
     speak expressly only as of a different date) are true and correct as of the
     date of this Third Amendment after giving effect to this Third Amendment.

     V. Miscellaneous.

          A. Effect; Ratification. The amendments set forth herein are effective
     solely for the purpose set forth  herein and shall be limited  precisely as
     written,  and shall not be  deemed  to (i) be a consent  to any  amendment,
     waiver or modification of any other term or condition of the Loan Agreement
     or of any other Financing  Agreements or (ii) prejudice any right or rights
     that Lender may now have or may have in the future  under or in  connection
     with the Loan Agreement or any other Financing  Agreements.  Each reference
     in the Loan Agreement to "this Agreement",  "herein", "hereof" and words of
     like import and each  reference in the other  Financing  Agreements  to the
     Loan Agreement shall mean the Loan Agreement as amended hereby.  This Third
     Amendment  shall be  construed in  connection  with and as part of the Loan
     Agreement and all terms, conditions, representations, warranties, covenants
     and  agreements  set forth in the Loan  Agreement and each other  Financing
     Agreement,  except as herein  amended or waived,  are hereby  ratified  and
     confirmed and shall remain in full force and effect.

          B.  Costs and  Expenses.  Borrower  shall pay to Lender on demand  all
     reasonable out-of-pocket costs, expenses, title fees, filing fees and taxes
     paid or payable in connection with the preparation, negotiation, execution,
     delivery, recording,  administration,  collection, liquidation, enforcement
     and defense of the  Obligations,  Lender's rights in the  Collateral,  this
     Third Amendment, the Loan Agreement, the other Financing Agreements and all
     other  documents  related  hereto or  thereto,  including  any  amendments,
     supplements or consents which may hereafter be contemplated (whether or not
     executed) or entered into in respect hereof and thereof, including, but not
     limited to: (a) all costs and  expenses of filing or  recording  (including
     Uniform  Commercial  Code  financing   statement  filing  taxes  and  fees,
     documentary  taxes,  intangibles  taxes and  mortgage  recording  and title
     insurance taxes and fees, if  applicable);  (b) costs and expenses and fees
     for title insurance and other  insurance  premiums,  environmental  audits,
     surveys, assessments,  engineering reports and inspections,  appraisal fees
     and  search  fees;  (c) costs and  expenses  of  remitting  loan  proceeds,
     collecting checks and other items of payment; (d) charges, fees or expenses
     charged  by any bank or  issuer  in  connection  with the  Letter of Credit
     Accommodations;  (e) costs and expenses of preserving  and  protecting  the
     Collateral;  (f) costs and  expenses  paid or incurred in  connection  with
     obtaining payment of the Obligations,  enforcing the security interests and
     liens of Lender,  selling or otherwise  realizing upon the Collateral,  and
     otherwise  enforcing  the  provisions  of this  Third  Amendment,  the Loan
     Agreement and the other  Financing  Agreements or defending any claims made
     or threatened  against Lender arising out of the transactions  contemplated
     hereby and thereby  (including,  without  limitation,  preparations for and
     consultations   concerning  any  such  matters);   and  (g)  the  fees  and
     disbursements  of  counsel   (including  legal  assistants)  to  Lender  in
     connection with the foregoing.

          C. Certain Waivers;  Release.  Although Borrower does not believe that
     it has any claims  against  Lender,  it is willing to provide Lender with a
     general  and  total  release  of all such  claims in  consideration  of the
     benefits  which  Borrower  will receive  pursuant to this Third  Amendment.
     Accordingly,  Borrower  for itself and any  successor  of  Borrower  hereby
     knowingly,   voluntarily,   intentionally  and  irrevocably   releases  and
     discharges  Lender  and its  respective  officers,  directors,  agents  and
     counsel  (each a  "Releasee")  from any and all actions,  causes of action,
     suits, sums of money,  accounts,  reckonings,  bonds,  bills,  specialties,
     covenants,  contracts,  controversies,   agreements,  promises,  variances,
     trespasses,  damages, judgments, extents, executions,  losses, liabilities,
     costs, expenses,  debts, dues, demands,  obligations or other claims of any
     kind whatsoever,  in law, admiralty or equity, which Borrower ever had, now
     has or hereafter  can,  shall or may have against any Releasee for, upon or
     by reason of any matter,  cause or thing  whatsoever  from the beginning of
     the world to the date of this Third Amendment.

          D. Counterparts. This Third Amendment may be executed in any number of
     counterparts,  each  such  counterpart  constituting  an  original  but all
     together constituting one and the same instrument.

          E. Severability.  Any provision contained in this Third Amendment that
     is held to be  inoperative,  unenforceable  or invalid in any  jurisdiction
     shall, as to that  jurisdiction,  be inoperative,  unenforceable or invalid
     without affecting the remaining  provisions of this Third Amendment in that
     jurisdiction or the operation, enforceability or validity of that provision
     in any other jurisdiction.

          F.  GOVERNING  LAW.  THIS THIRD  AMENDMENT  SHALL BE  GOVERNED  BY AND
     CONSTRUED  AND  INTERPRETED  IN  ACCORDANCE  WITH THE LAWS OF THE  STATE OF
     ILLINOIS.

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<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Third Amendment
as of the date first above written.

                             CONGRESS FINANCIAL CORPORATION (CENTRAL)


                             By:
                             Name:
                             Title:



                             KEYSTONE CONSOLIDATED INDUSTRIES, INC.


                             By:
                             Name:
                             Title: