SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-K/A
                                (Amendment No. 1)

   X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ---
        ACT OF 1934 - For the fiscal year ended December 31, 2002
                                                -----------------

Commission file number 1-3919
                       ------

                     Keystone Consolidated Industries, Inc.
 ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                     37-0364250
---------------------------------               ---------------------------
(State or other jurisdiction of                       (IRS Employer
incorporation or organization)                     Identification No.)

5430 LBJ Freeway, Suite 1740
Three Lincoln Centre, Dallas,                           TX 75240-2697
----------------------------------------        ----------------------------
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code: (972) 458-0028
                                                    ---------------

Securities registered pursuant to Section 12(b) of the Act:

                                 None.

Securities registered pursuant to Section 12(g) of the Act:

                Common Stock, par value $1.00 per share
                ---------------------------------------
                            (Title of Class)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.
Yes   X       No
     ---         ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes     No  X
                                                                   ---    ---

The  aggregate  market  value of the  5,077,977  shares of voting  stock held by
nonaffiliates  of the Registrant,  as of June 28, 2002 (the last business day of
the  Registrant's   most-recently   completed   second  fiscal   quarter),   was
approximately $5.1 million.

As of March 31, 2003, 10,068,450 shares of common stock were outstanding.

                       Documents incorporated by reference
                       -----------------------------------
                                      None.



<PAGE>



     This  Amendment  No. 1 to the Annual Report on Form 10-K for the year ended
December 31, 2002 of Keystone  Consolidated  Industries,  Inc.  ("Keystone")  is
filed to include the information required by Items 10, 11, 12 and 13 of Part III
of Form 10-K.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

                                    DIRECTORS

     Keystone's  Restated  Certificate of Incorporation  currently  provides for
Keystone's  board of  directors  (the "Board of  Directors")  to be divided into
three classes.  The bylaws of Keystone provide that the Board of Directors shall
consist of not less than five and not more than nine  persons,  as determined by
the Board of Directors  from time to time.  The Board of Directors has currently
set the number of directors at six. The Board of Directors is divided into three
classes,  with each class  currently  consisting  of two  directors  whose terms
expire at successive annual meetings.  Keystone's  current Board of Directors is
composed  of Dr.  Thomas E. Barry and William  Spier,  whose  current  terms are
scheduled to expire in 2003; Paul M. Bass, Jr. and J. Walter Tucker,  Jr., whose
current terms are  scheduled to expire in 2004;  and Glenn R. Simmons and Steven
L. Watson, whose current terms are scheduled to expire in 2005.

     A proposal to amend  Keystone's  Restated  Certificate of  Incorporation to
eliminate the  classification of the Board of Directors  ("Proposal 1") is to be
presented to  Keystone's  stockholders  for approval at  Keystone's  2003 annual
meeting of stockholders.  If Proposal 1 is approved,  this year's nominees,  Dr.
Thomas E.  Barry and  William  Spier,  if  elected,  will be  elected  for terms
expiring in 2004 and all other Keystone  directors will serve for terms expiring
in 2004. If Proposal 1 is not approved,  this year's nominees,  if elected, will
be elected for terms  expiring  in 2006 and all other  Keystone  directors  will
serve for their current terms.

     Set  forth  below  is  certain  information  concerning  the  directors  of
Keystone.

THOMAS E. BARRY                                              Director since 1989

     Dr. Barry,  age 59, is vice  president  for  executive  affairs at Southern
Methodist  University  and has been a professor of marketing in the Edwin L. Cox
School of Business at Southern  Methodist  University  since prior to 1998.  Dr.
Barry is also a director of Valhi, Inc.  ("Valhi"),  a publicly held diversified
holding  company  affiliated  with  Keystone.  Dr. Barry is a nominee for a term
expiring  at the 2006  annual  meeting of  stockholders  (or at the 2004  annual
meeting of stockholders if Proposal 1 is approved).

WILLIAM SPIER                                                Director since 1996

     Mr. Spier,  age 68, is president and chairman of Sutton  Holding  Corp.,  a
private  investment  firm,  and has served in such capacity since prior to 1998.
Mr. Spier is chairman of the board of Empire  Resources,  Inc. and has served in
such capacity since  September  1999. Mr. Spier is a nominee for a term expiring
at the 2006 annual  meeting of  stockholders  (or at the 2004 annual  meeting of
stockholders if Proposal 1 is approved).

PAUL M. BASS, JR.                                            Director since 1989

     Mr. Bass, age 67, is vice chairman of First Southwest  Company, a privately
owned  investment  banking firm,  and has served in such capacity since prior to
1998.  Mr.  Bass is also a director of CompX  International  Inc.  ("CompX"),  a
manufacturer  of ergonomic  computer  support  systems,  precision  ball bearing
slides and security  products that is affiliated with Valhi, and chairman of the
board of MACC Private Equities Inc. Mr. Bass is currently serving as chairman of
the board of trustees of Southwestern  Medical  Foundation.  Mr. Bass' term as a
director expires at the 2004 annual meeting of stockholders.

GLENN R. SIMMONS                                             Director since 1986

     Mr. Simmons, age 75, is chairman of the board of Keystone and has served in
such capacity  since prior to 1998.  Since prior to 1998, Mr. Simmons has served
as vice chairman of the board of directors of Contran  Corporation,  a privately
owned  diversified  holding company that is the parent  corporation of Valhi and
Keystone  ("Contran").  Mr.  Simmons  has  been a  director  of  Contran  and an
executive  officer and/or director of various companies related to Contran since
prior to 1998. He is vice chairman of the board of Valhi,  chairman of the board
of CompX, a director of NL Industries,  Inc. ("NL"), a titanium dioxide pigments
company  that is  affiliated  with  Valhi;  and a director  of  Titanium  Metals
Corporation ("TIMET"), a company engaged in the titanium metals industry that is
affiliated with Valhi. Valhi, CompX, NL and TIMET may be deemed to be affiliates
of Keystone.  Mr. Simmons' term as a director expires at the 2005 annual meeting
of stockholders  (or at the 2004 annual meeting of stockholders if Proposal 1 is
approved).

J. WALTER TUCKER, JR.                                        Director since 1971

Mr. Tucker,  age 77, is vice chairman of the board of Keystone and has served in
such  capacity  since  prior to 1998.  Mr.  Tucker  has  served  as a  director,
president  and chief  executive  officer of Tucker & Branham,  Inc., a privately
owned real estate,  mortgage banking and insurance firm since prior to 1998. Mr.
Tucker is also a director  of Valhi.  Since  prior to 1998,  he has also been an
executive  officer  and/or  director of various  companies  related to Valhi and
Contran.  Mr. Tucker's term as a director  expires at the 2004 annual meeting of
stockholders.

STEVEN L. WATSON                                             Director since 2000

     Mr. Watson,  age 52, has been president and a director of Valhi and Contran
since 1998 and chief  executive  officer of Valhi since 2002.  Prior to 1998, he
served  as vice  president  and  secretary  of Valhi and  Contran.  He is also a
director of CompX, NL and TIMET.  Mr. Watson has served as an executive  officer
and/or  director of various  companies  related to Valhi and Contran since 1980.
Mr.  Watson's  term  as a  director  expires  at  the  2005  annual  meeting  of
stockholders  (or at the 2004 annual  meeting of  stockholders  if Proposal 1 is
approved).

                               EXECUTIVE OFFICERS

     In  addition  to Glenn R.  Simmons as  chairman  of the board and J. Walter
Tucker, Jr. as vice chairman,  the following are currently executive officers of
Keystone:

     DAVID L.  CHEEK,  age 53, is  president  and  chief  executive  officer  of
Keystone and has served in such  capacities  since April 2003.  He was president
and chief  operating  officer  from  October  2001 to April 2003.  Mr. Cheek has
served as president,  Keystone Steel & Wire, a division of Keystone, since March
2000 and was vice president of manufacturing,  Keystone Steel & Wire, from March
1999 to March  2000.  He was  vice  president  of  operations,  Atlantic  Steel,
Atlanta, Georgia from 1996 to 1999.

     BERT E. DOWNING,  JR., age 46, is vice president,  chief financial officer,
corporate controller and treasurer of Keystone and has served in such capacities
since  December  2002. He served as vice  president - corporate  controller  and
treasurer since May 2001, as vice president and corporate controller since March
2000, and as corporate controller since prior to 1998.

     SANDRA K. MYERS, age 59, has served as corporate  secretary of Keystone and
as executive secretary of Contran since prior to 1998.

             SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
Keystone's executive officers,  directors and persons who own more than 10% of a
registered  class of Keystone's  equity  securities to file reports of ownership
with the SEC and  Keystone.  Based  solely on the  review of the  copies of such
reports  filed  with  the SEC,  Keystone  believes  that for 2002 its  executive
officers,  directors and 10%  stockholders  complied with all applicable  filing
requirements under Section 16(a).

ITEM 11. EXECUTIVE COMPENSATION.

                            COMPENSATION OF DIRECTORS

     Directors of Keystone receive an annual retainer of $15,000,  a fee of $750
per day for each Board of Directors  meeting and/or committee  meeting attended,
and  reimbursement  for  reasonable  expenses  incurred  in  attending  Board of
Directors  and/or  committee  meetings.  Messrs.  Glenn R. Simmons and Steven L.
Watson  resumed  receiving  fees for serving as  directors  in April  2002.  The
Keystone  Consolidated  Industries,  Inc. 1997 Long-Term Incentive Plan provides
for awards or grants of stock options,  stock  appreciation  rights,  restricted
stock,  performance  grants  and  other  awards  to key  individuals,  including
directors, performing services for Keystone or its subsidiaries.  Under the 1997
Long-Term   Incentive  Plan,   directors  are  annually  granted  stock  options
exercisable for 1,000 shares of Keystone common stock, par value $1.00 per share
(the "Common Stock").  These options have an exercise price equal to the closing
sales price per share of Common  Stock on the date of grant,  have a term of ten
years  and  fully  vest on the  first  anniversary  of the  date of  grant.  The
directors waived their rights to their 2002 annual grant of stock options,  and,
accordingly,  no annual  grants  were made in 2002.  In  addition  to serving as
directors,  Messrs.  Simmons,  Watson and Tucker provide consulting  services to
Keystone.  Keystone pays Contran for the consulting services provided by Messrs.
Simmons  and Watson  pursuant to  Intercorporate  Services  Agreements  approved
periodically  between  Contran and Keystone  (each an  "Intercorporate  Services
Agreement").  Keystone pays Tucker & Branham,  Inc. for the consulting  services
provided  by Mr.  Tucker.  See  Item  13 -  Certain  Relationships  and  Related
Transactions.

                             EXECUTIVE COMPENSATION

     The  Summary  Compensation  Table  set  forth  below  provides  information
concerning  annual and  long-term  compensation  paid by Keystone  for  services
rendered in all capacities to Keystone and its  subsidiaries  during 2002,  2001
and 2000 by each of the most highly  compensated  individuals who were executive
officers of Keystone at December 31, 2002 (the "named executive officers").  For
amounts  Keystone  incurred  that were  attributable  to the  services  Glenn R.
Simmons provided Keystone in 2002, 2001 and 2000 under  Intercorporate  Services
Agreements, see Item 13 - Certain Relationships and Related Transactions.


<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                                                                      Long-Term
                                                                                                   Compensation (1)
                                                                                                   ---------------
                                                                                                       Awards
                                                                        Annual Compensation        ---------------
                                                               ----------------------------------     Shares
        Name and                                                                 Other Annual        Underlying         All Other
   Principal Position           Year         Salary              Bonus          Compensation (1)      Options (#)      Compensation
--------------------------       ------     -------------      ---------      ------------------   ---------------   ---------------
<S>                             <C>         <C>                <C>            <C>                     <C>            <C>
David L. Cheek  (2).......      2002        $  250,000         $  -0-         $     -0-                  -0-         $   2,709 (3)
President and Chief             2001           203,388            -0-               -0-                  -0-             1,534 (3)
   Executive Officer            2000           173,269            -0-           235,280 (4)           27,000             3,400 (3)


Bert E. Downing, Jr.......      2002           200,000            -0-               -0-                  -0-                35 (3)
Vice President, Chief           2001           170,000            -0-               -0-                  -0-             1,918 (3)
   Financial Officer,           2000           170,000            -0-               -0-               15,000             4,758 (3)
   Corporate Controller
   and Treasurer
--------------
</TABLE>

(1)  An amount for other annual compensation is disclosed only if the amount for
     other annual compensation exceeds the level required for reporting pursuant
     to Securities and Exchange Commission (the "SEC") rules.

(2)  Mr. Cheek became an executive officer of Keystone as of March 24, 2000.

(3)  All other  compensation  for the last three years for each of the following
     named executive officers consisted of (i) Keystone's matching contributions
     pursuant to Keystone's  401(k) Plan; and (ii) accruals to unfunded  reserve
     accounts  attributable to certain limits under the Internal Revenue Code of
     1986,  as  amended  (the  "Code"),  with  respect  to the  401(k)  Plan and
     Keystone's pension plan, which amounts are payable upon the named executive
     officer's retirement, the termination of his employment with Keystone or to
     his beneficiaries upon his death; as follows:

<TABLE>
<CAPTION>

                                                                             Unfunded Reserve Account Accruals
                                                                   --------------------------------------------------
                                                Employer's         Account Accruals Related      Interest Accruals
                                                  401(k)            to 401(k) and Pension      Above 120% of the AFR
Named Executive Officer        Year          Contributions (a)         Plan Limitations                Rate (b)            Total
---------------------          -----         -----------------     ------------------------    ----------------------  -------------
<S>                            <C>             <C>                      <C>                        <C>                 <C>
David L. Cheek                 2002            $   -0-                  $  2,697                   $  12               $  2,709
                               2001                -0-                     1,534                     -0-                  1,534
                               2000              3,400                       -0-                     -0-                  3,400

Bert E. Downing, Jr.           2002                -0-                       -0-                      35                     35
                               2001                -0-                     1,845                      73                  1,918
                               2000              3,400                     1,311                      47                  4,758

</TABLE>

         --------------

     (a)  Keystone did not make a matching  contribution  to the 401(k) plan for
          2002 or 2001.  Keystone's matching contribution to the 401(k) plan for
          2000 was made in cash.

     (b)  The agreements for these unfunded  reserve  accounts  provide that the
          balance of such accounts accrue credits in lieu of interest compounded
          quarterly.  Pursuant to SEC rules,  the amounts  shown  represent  the
          portion of the credit accruals to the unfunded  reserve  accounts that
          exceeds 120% of the applicable federal long-term rate as prescribed by
          the Code (the "AFR Rate"). The AFR Rate used for such computations was
          the AFR Rate in effect on December  31, 2002,  2001 and 2000,  for the
          date that the credit accruals for 2002,  2001 and 2000,  respectively,
          were credited to the unfunded reserve account.

(4)  Mr.  Cheek's  other  annual  compensation  consists  of certain  relocation
     expenses  Keystone paid on his behalf,  which includes an amount to pay his
     related  income taxes on  Keystone's  payment of certain of his  relocation
     expenses.


     No Grants of Stock Options or Stock Appreciation  Rights.  Keystone did not
grant any stock options or stock appreciation rights ("SARs") during 2002.

     Stock  Option   Exercises  and  Holdings.   The  following  table  provides
information,  with respect to the named executive officers, concerning the value
of  unexercised  stock options for Common Stock held as of December 31, 2002. In
2002, no named executive officer  exercised any stock options.  Keystone has not
granted any SARs.
<TABLE>
<CAPTION>

                         DECEMBER 31, 2002 OPTION VALUES


                                    Number of Shares Underlying               Value of Unexercised
                                       Unexercised Options at                 In-the-Money Options
       Name                             December 31, 2002 (#)               at December 31, 2002 (1)
--------------------               -----------------------------         -------------------------------
                                   Exercisable     Unexercisable         Exercisable       Unexercisable
                                   -----------     -------------         -----------       -------------

<S>                                  <C>               <C>                  <C>                 <C>
David L. Cheek                       33,000            9,000                $   -0-             $   -0-
Bert E. Downing, Jr.                 37,000            5,000                    -0-                 -0-
----------
</TABLE>

(1)  The values shown in the table are based on the $.53 per share closing price
     of the Common Stock on December  31, 2002,  as reported by the OTC Bulletin
     Board, less the exercise price of the options.

     Pension  Plan.  Keystone  maintains a  qualified,  noncontributory  defined
benefit plan which  provides  defined  retirement  benefits to various groups of
eligible employees  including  executive  officers.  Normal retirement age under
Keystone's  pension plan is age 65. The defined benefit for salaried  employees,
including officers, is based on a straight life annuity. An individual's monthly
benefit is the sum of the following:  (a) for credited  service prior to January
1, 1981, the amount  determined by his or her average monthly cash  compensation
for the five  years of his or her  highest  earnings  prior to  January 1, 1981,
multiplied by 1.1%,  multiplied by the years of credited  service,  plus (b) for
each year of service between 1980 and 1989, the amount  determined by the sum of
1.2% multiplied by his or her average monthly cash  compensation that year up to
the social security wage base and 1.75% multiplied by his or her average monthly
cash compensation that year in excess of the social security wage base, plus (c)
for each year  subsequent to 1989, the amount  determined by 1.2%  multiplied by
his or her average monthly cash compensation that year, but not less than $14.00
per month.

     The estimated annual benefits payable upon retirement at normal  retirement
age for each of the named executive officers, assuming continued employment with
Keystone  until normal  retirement  age at current  salary levels are:  David L.
Cheek, $36,847; and Bert E. Downing, Jr., $59,921.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     No  member  of the  Compensation  Committee  is or has been an  officer  or
employee of Keystone or any of its subsidiaries.

                        REPORT ON EXECUTIVE COMPENSATION

     Compensation  Committee  Report.  During 2002,  Keystone's  chairman of the
board  (the  "COB")  and/or  the   Compensation   Committee  (the   "Committee")
administered matters regarding compensation of executive officers. The Committee
is comprised of directors who are neither  officers nor employees of Keystone or
its subsidiaries.

     It is Keystone's policy that employee compensation,  including compensation
to executives,  be at a level which allows Keystone to attract, retain, motivate
and reward individuals of training, experience and ability who can lead Keystone
in accomplishing its goals. It is also the Committee's  policy that compensation
programs maintain a strong  risk/reward  ratio, with a significant  component of
cash  compensation  being  tied to  Keystone's  financial  results,  creating  a
performance-oriented  environment that rewards  employees for achieving  pre-set
financial performance levels. It is Keystone's policy to structure  compensation
arrangements  to be deductible for federal income tax purposes under  applicable
provisions of the Code.

     During 2002, Keystone's  compensation program with respect to its executive
officers consisted of three components:  base salary, incentive bonus, including
deferred compensation and stock option awards.

     Base  Salary.  The COB and/or  the  Committee  reviews  base  salaries  for
executives  at  least  annually.  Base  salaries  for  all  salaried  employees,
including   executive   officers  of  Keystone,   have  been  established  on  a
position-by-position  basis.  Keystone's  management  conducts  annual  internal
reviews of salary levels in an attempt to rank base salary and job value of each
position.  The  ranges  of  salaries  for  comparable  positions  considered  by
management  were based  upon  management's  general  business  knowledge  and no
specific  survey,  study or other  analytical  process was utilized to determine
such  ranges.  Additionally,  no  specific  companies'  or groups of  companies'
compensation  were  compared  with that of Keystone,  nor was an attempt made to
identify or  otherwise  quantify the  compensation  paid by the  companies  that
served as a basis for such individuals' general business knowledge.  Base salary
levels are generally not increased  except in instances of (i) promotions,  (ii)
increases in responsibility or (iii) unwarranted discrepancies between job value
and the  corresponding  base  salary.  Keystone  considers  general  base salary
increases from time to time when competitive  factors so warrant.  Over a period
of years,  base  salaries  are  designed  to be below  the  median  annual  cash
compensation  for  comparable  executives,  but when  combined  with  the  other
components  of   compensation   create  a  competitive  or  above  median  total
compensation package.

     Incentive Bonus Program.  Awards under  Keystone's  incentive bonus program
represent  a  significant  portion  of  an  executive's  potential  annual  cash
compensation  and are awarded at the discretion of the COB and/or the Committee.
Annual performance  reviews are an important factor in determining  management's
recommendation which is primarily based on each individual's performance and, to
a lesser extent, on Keystone's  overall  performance.  No specific  financial or
budget tests were applied in the  measurement  of  individual  performance.  The
executive  officer's  performance  is  typically  measured  by the  ability  the
executive  officer  demonstrates  in performing,  in a timely and cost efficient
manner, the functions of the executive  officer's  position.  Keystone's overall
performance is typically measured by Keystone's historical financial results. No
specific  overall  performance  measures  were  used and  there  is no  specific
relationship  between  overall Company  performance  and an executive  officer's
incentive bonus.

     Stock  Options/Restricted  Stock.  An  integral  part of  Keystone's  total
compensation  program is non-cash incentive awards in the form of stock options,
stock  appreciation  rights and restricted  stock granted to  executives.  Stock
option grants, in particular,  are considered an essential element of Keystone's
total compensation package for the executives. The Committee believes that stock
options,  stock  appreciation  rights and  restrictive  stock awards  provide an
earnings  opportunity  based on  Keystone's  success  measured  by Common  Stock
performance.   Additionally,  awards  establish  an  ownership  perspective  and
encourage the retention of executives.  Incentive stock options are granted at a
price not less than 100% of the fair  market  value of such stock on the date of
grant.  The exercise  price of all options and the length of period during which
the options may be exercised are determined by the Compensation  Committee.  The
Compensation  Committee  also  considers  the  number of stock  options  already
outstanding in granting new stock options.  The  Compensation  Committee did not
grant any stock options in 2002.

     The following  individuals in the capacities indicated submit the foregoing
report:


Glenn R. Simmons           Dr. Thomas E. Barry            Paul M. Bass, Jr.
Chairman of the Board      Chairman of the                Member of the
                           Compensation Committee         Compensation Committee


                                PERFORMANCE GRAPH

     Set  forth  below  is a line  graph  comparing  the  yearly  change  in the
cumulative total stockholder return on Common Stock against the cumulative total
return of the S&P 500 Stock Index and the S&P Steel Index from December 31, 1997
to  December  31,  2002.  The graph  shows the value at December 31 of each year
assuming an original  investment  of $100 and the  reinvestment  of dividends to
stockholders.

        Comparison of Five Year Cumulative Total Stockholder Return Among
        Keystone Consolidated Industries, Inc. Common Stock, the S&P 500
                         Index and the S&P Steel Index

                          [Performance Graph Goes Here]
<TABLE>
<CAPTION>

                                                                          December 31,
                                        --------------------------------------------------------------------------------
                                          1997          1998           1999          2000           2001          2002
                                        --------    --------         --------      --------       --------      --------
<S>                                        <C>          <C>            <C>           <C>           <C>            <C>
Keystone                                   $100         $  68          $  49         $  11         $    5         $   4

S&P 500 Index                               100           129            156           141            125            97

S&P 500 Steel Index                         100            87             95            60             77            59
</TABLE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

                        SECURITY OWNERSHIP OF MANAGEMENT

     As of the April 11,  2003,  the  record  date for  Keystone's  2003  annual
meeting of stockholders  (the "Record Date"),  Keystone's  directors,  the named
executive  officers  and  the  directors  and  executive  officers  as a  group,
beneficially  owned,  as defined  by the rules of the SEC,  the shares of Common
Stock shown in the following table.
<TABLE>
<CAPTION>

                                                                                       Common Stock
                                                                        ----------------------------------------
                                                                          Amount and Nature of        Percent of
                      Name of Beneficial Owner                          Beneficial Ownership (1)     Class (1)(2)
--------------------------------------------------------------------    ------------------------     ------------
<S>                                                                          <C>                          <C>
Thomas E. Barry.....................................................           9,000 (3)(4)                *
Paul M. Bass, Jr....................................................          14,000 (3)(4)                *
David L. Cheek......................................................          42,000 (3)(4)                *
Bert E. Downing, Jr.................................................          44,007 (3)(4)                *
Glenn R. Simmons....................................................         255,150 (3)(4)(5)            2.5%
William Spier.......................................................         386,262 (3)                  3.8%
J. Walter Tucker, Jr................................................         160,450 (3)(4)               1.6%
Steven L. Watson....................................................           3,250 (3)(4)                *

All directors and executive officers as a group (9 persons) ......           939,719 (3)(4)(5)            9.1%

--------------------
*        Less than 1%.
</TABLE>

(1)  All  beneficial  ownership is sole and direct except as otherwise set forth
     herein.  Information  as to the  beneficial  ownership  of Common Stock has
     either been furnished to Keystone by or on behalf of the indicated  persons
     or is taken  from  reports  on file with the SEC.  The number of shares and
     percentage  of ownership  of Common Stock for each person or group  assumes
     the exercise by such person or group  (exclusive of the exercise by others)
     of stock  options  that such  person or group may  exercise  within 60 days
     subsequent to the Record Date.

(2)  The percentages are based on 10,068,450  shares of Common Stock outstanding
     as of the Record Date.

(3)  The shares of Common  Stock shown as  beneficially  owned by such person or
     group include the  following  number of shares such person or group has the
     right to acquire upon the  exercise of stock  options  granted  pursuant to
     Keystone's  various  stock  option  plans  that  such  person  or group may
     exercise within 60 days subsequent to the Record Date:

<TABLE>
<CAPTION>

                                                                                                 Shares of
                                                                                                   Common
                                                                                                   Stock
                                                                                                  Issuable
                                                                                                  Upon the
                                                                                                  Exercise
                                                                                                  of Stock
                                                                                                 Options On
                                                                                                 or Before
                    Name of Beneficial Owner                                                   June 10, 2003
         --------------------------------------------------------------------------         -------------------
         <S>                                                                                      <C>
         Thomas E. Barry...........................................................                 7,000
         Paul M. Bass, Jr..........................................................                 7,000
         David L. Cheek............................................................                42,000
         Bert E. Downing, Jr.......................................................                42,000
         Glenn R. Simmons..........................................................               139,500
         William Spier.............................................................                 7,000
         J. Walter Tucker, Jr......................................................                 7,000
         Steven L. Watson..........................................................                 1,000
         All other executive officers of Keystone as a group (1 person)............                22,000
</TABLE>

(4)  Excludes  certain  shares that such  individual may be deemed to indirectly
     and  beneficially  own as to which  such  individual  disclaims  beneficial
     ownership.   See  footnote  (2)  to  the  "Security  Ownership  of  Certain
     Beneficial Owners" table for a description of such excluded shares.

(5)  Glenn R. Simmons is a brother of Harold C. Simmons. See footnote (2) to the
     "Security Ownership of Certain Beneficial Owners" table.

                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

     The  following  table and  footnotes  set forth the  stockholders  known to
Keystone to be beneficial  owners, as defined by regulations of the SEC, of more
than 5% of the  outstanding  shares of Common Stock as of the Record  Date.  The
table  and  footnotes  also set  forth the  shares  of  Keystone's  Series A 10%
Cumulative  Convertible  Pay-In-Kind Preferred Stock, stated value $1,000 and no
par  value  per  share  (the  "Series  A  Preferred  Stock"),  Contran  and  its
subsidiaries  beneficially own as of the Record Date. See footnote (2) below for
information  concerning  individuals  and  entities  that may be  deemed  to own
indirectly and beneficially those shares of Common Stock that Contran, Valhi and
NL directly and indirectly hold.


<TABLE>
<CAPTION>

                                                                                                                      Common and
                                                                                                                        Series A
                                                       Common Stock                Series A Preferred Stock           Preferred
                                          ------------------------------------ -------------------------------           Stock
                                            Amount and                           Amount and                             Combined
                                           Nature of                             Nature of                              Percent
                                            Beneficial           Percent of      Beneficial           Percent of          of
  Beneficial Owner                        Ownership (1)           Class (1)    Ownership (1)          Class (1)          Class (1)
----------------------------             --------------         ----------     -------------         -----------      -----------
<S>                                        <C>                    <C>             <C>                  <C>               <C>
Contran Corporation and subsidiaries:
     Contran Corporation (2)               4,109,159  (3)         40.8%           54,956  (3)          92.5%             75.0%
     Valhi, Inc. (2)                         326,364  (3)          3.2%              -0-  (3)           -0-%              1.4%
     NL Industries, Inc. (2)                 326,050  (3)          3.2%              -0-  (3)           -0-%              1.4%
                                           ---------                               ------
                                           4,761,573  (3)         47.3%           54,956  (3)          92.5%             77.7%

</TABLE>
--------------------

(1)  The percentages  are based on 10,068,450  shares of Common Stock and 59,399
     shares of Series A  Preferred  Stock  outstanding  as of the  Record  Date.
     Subject to Keystone's Restated Certificate of Incorporation,  each share of
     Series A Preferred Stock entitles its holder to convert such share into 250
     shares of Common Stock (a conversion price equivalent to $4.00 per share of
     the stated value). Currently,  however,  Keystone's Restated Certificate of
     Incorporation  only allows for the issuance of 12,000,000  shares of Common
     Stock, of which 10,068,450 are currently issued and outstanding and Contran
     alone  has the right to  convert  all of its  shares of Series A  Preferred
     Stock into an aggregate of 13,739,000  shares of Common Stock. As a result,
     Keystone is seeking  stockholder  approval of a proposal to be presented at
     Keystone's  2003 annual  meeting of  stockholders  to  increase  Keystone's
     authorized  Common Stock to allow for the full  conversion of the currently
     outstanding  Series A Preferred  Stock  ("Proposal 2"). Except as otherwise
     provided by law, a share of Series A  Preferred  Stock does not entitle its
     holder to voting rights. The combined percent of class assumes the approval
     of Proposal 2 and the full conversion of only Contran's  shares of Series A
     Preferred Stock. The terms of the Series A Preferred Stock are set forth in
     Exhibit 3.2 to this Annual Report on Form 10-K for the year ended  December
     31, 2002. All  information  is taken from or based upon  ownership  filings
     made by such  persons  with the SEC or upon  information  provided  by such
     persons.

(2)  The business address of Contran and Valhi is Three Lincoln Centre, 5430 LBJ
     Freeway,  Suite 1700, Dallas, Texas 75240-2697.  The business address of NL
     is Two Greenspoint  Plaza,  16825 Northchase  Drive,  Suite 1200,  Houston,
     Texas 77060-2544.

     Contran, Valhi, NL, the Harold Simmons Foundation, Inc. (the "Foundation"),
     The Combined Master Retirement Trust (the "Master Trust") and the spouse of
     Harold C.  Simmons are the direct  holders of  approximately  40.8%,  3.2%,
     3.2%, 1.9%, 0.3% and 0.1%,  respectively,  of the outstanding Common Stock.
     Contran is also the direct holder of approximately 92.5% of the outstanding
     Series A Preferred Stock, which is convertible into approximately  57.7% of
     the outstanding  Common Stock assuming only Contran's  conversion of all of
     its Series A Preferred Stock and the approval of Proposal 2.

     Valhi,  Tremont LLC ("Tremont") and the spouse of Harold C. Simmons are the
     direct holders of approximately 63.2%, 21.4% and 0.1%, respectively, of the
     outstanding common stock of NL. Valhi is the sole member of Tremont.

     Valhi Group, Inc. ("VGI"), National City Lines, Inc. ("National"), Contran,
     the Foundation,  the Contran Deferred  Compensation  Trust No. 2 (the "CDCT
     No. 2") and the Master Trust are the direct holders of 77.6%,  9.1%,  2.9%,
     1.3%,  0.4% and 0.1%,  respectively,  of the  outstanding  common  stock of
     Valhi.  National,  NOA,  Inc.  ("NOA") and Dixie  Holding  Company  ("Dixie
     Holding") are the direct holders of approximately  73.3%,  11.4% and 15.3%,
     respectively,  of the outstanding  common stock of VGI. Contran and NOA are
     the direct holders of approximately 85.7% and 14.3%,  respectively,  of the
     outstanding common stock of National.  Contran and Southwest Louisiana Land
     Company,  Inc.  ("Southwest") are the direct holders of approximately 49.9%
     and 50.1%, respectively, of the outstanding common stock of NOA. Dixie Rice
     Agricultural Corporation,  Inc. ("Dixie Rice") is the direct holder of 100%
     of the outstanding common stock of Dixie Holding.  Contran is the holder of
     100% of the outstanding common stock of Dixie Rice and approximately  88.9%
     of the outstanding common stock of Southwest.

     Substantially all of Contran's  outstanding  voting stock is held by trusts
     established for the benefit of certain children and grandchildren of Harold
     C. Simmons (the  "Trusts"),  of which Mr.  Simmons is the sole trustee.  As
     sole  trustee of the Trusts,  Mr.  Simmons has the power to vote and direct
     the  disposition  of the shares of Contran  stock held by the  Trusts.  Mr.
     Simmons, however, disclaims beneficial ownership of any Contran shares that
     the Trusts hold.

     The Foundation  directly holds approximately 1.9% of the outstanding shares
     of Common Stock and 1.3% of the  outstanding  shares of Valhi common stock.
     The  Foundation  is  a  tax-exempt   foundation  organized  for  charitable
     purposes.

     The Master  Trust  directly  holds  approximately  0.3% of the  outstanding
     shares of Common Stock and 0.1% of the  outstanding  shares of Valhi common
     stock.  Valhi  established  the  Master  Trust  as a trust  to  permit  the
     collective  investment by master trusts that maintain the assets of certain
     employee  benefit plans Valhi and related  companies  adopt. Mr. Simmons is
     the sole trustee of the Master  Trust and a member of the trust  investment
     committee for the Master Trust. Mr. Simmons is a participant in one or more
     of the employee benefit plans that invest through the Master Trust.

     Harold C. Simmons is the chairman of the board of NL, Tremont,  Valhi, VGI,
     National,  NOA,  Dixie  Holding,  Dixie  Rice,  Southwest,  Contran and the
     Foundation.

     By virtue of the  holding  of the  offices,  the  stock  ownership  and his
     services as trustee,  all as described  above, Mr. Simmons may be deemed to
     control such entities,  and Mr. Simmons and certain of such entities may be
     deemed to possess  indirect  beneficial  ownership  of the shares of Common
     Stock or Series A Preferred  Stock  directly  held by certain of such other
     entities.  Mr.  Simmons,  however,  disclaims  beneficial  ownership of the
     shares of Common  Stock or Series A  Preferred  Stock  beneficially  owned,
     directly or indirectly,  by any of such  entities,  except to the extent of
     his vested beneficial  interest,  if any, in any shares of Common Stock the
     Master Trust directly holds.

     Harold C.  Simmons'  spouse is the direct owner of 10,645  shares of Common
     Stock and 69,475  shares of NL common stock.  Mr.  Simmons may be deemed to
     share indirect  beneficial  ownership of such shares. Mr. Simmons disclaims
     all such beneficial ownership.

     Messrs.  Barry and Tucker are directors of Valhi. Messrs. Glenn Simmons and
     Watson are  directors  and  executive  officers  of Valhi and  Contran  and
     directors  of NL.  Messrs.  Bass  and  Tucker  are  members  of  the  trust
     investment  committee of the Master Trust.  Messrs. David L. Cheek, Bert E.
     Downing, Jr., Glenn Simmons,  Harold Simmons and Watson are participants in
     one or more of the employee  benefit  plans that invest  through the Master
     Trust. Each of such persons disclaims beneficial ownership of any shares of
     Common Stock directly or indirectly  owned by any of such entities,  except
     to the extent of such person's vested beneficial  interest,  if any, in any
     shares of Common Stock the Master Trust directly holds.

     The CDCT No. 2 directly holds  approximately  0.4% of the outstanding Valhi
     common stock. U.S. Bank National  Association  serves as the trustee of the
     CDCT No. 2. Contran  established  the CDCT No. 2 as an  irrevocable  "rabbi
     trust"  to  assist  Contran  in  meeting  certain   deferred   compensation
     obligations that it owes to Harold C. Simmons. If the CDCT No. 2 assets are
     insufficient to satisfy such  obligations,  Contran is obligated to satisfy
     the balance of such obligations as they come due.  Pursuant to the terms of
     the CDCT No. 2,  Contran  (i) retains the power to vote the shares of Valhi
     common  stock held  directly  by the CDCT No. 2, (ii)  retains  dispositive
     power  over such  shares and (iii) may be deemed  the  indirect  beneficial
     owner of such shares.

     For purposes of calculating the outstanding shares of Valhi common stock as
     of the Record Date,  1,000,000,  3,522,967  and  1,186,200  shares of Valhi
     common stock held by Valmont Insurance  Company,  a wholly owned subsidiary
     of Valhi ("Valmont"), NL and a subsidiary of NL, respectively, are excluded
     from the amount of Valhi  common  stock  outstanding.  Pursuant to Delaware
     corporate law,  Valhi treats these  excluded  shares held by these majority
     owned subsidiaries as treasury stock for voting purposes.

     The business address of Tremont,  VGI,  National,  NOA, Dixie Holding,  the
     Master Trust and the Foundation is Three Lincoln Centre,  5430 LBJ Freeway,
     Suite 1700, Dallas, Texas 75240-2697. The business address of Dixie Rice is
     600 Pasquiere  Street,  Gueydan,  Louisiana  70542. The business address of
     Southwest is 402 Canal Street, Houma, Louisiana 70360.

                      EQUITY COMPENSATION PLAN INFORMATION

     The following table provides summary  information  required by SEC rules as
of December 31, 2002 with respect to Keystone's equity  compensation plans under
which  Keystone's  equity  securities may be issued to employees or nonemployees
(such as directors,  consultants,  advisers, vendors,  customers,  suppliers and
lenders) in exchange for  consideration  in the form of goods or  services.  The
Keystone Consolidated Industries,  Inc. 1992 Incentive Compensation Plan and the
Keystone  Consolidated  Industries,  Inc. 1997 Long-Term Incentive Plan, both of
which have been approved by Keystone's stockholders,  are the only such Keystone
equity compensation plans.

<TABLE>
<CAPTION>
                                        Column (A)                   Column (B)                       Column (C)
                                    ------------------           ------------------            -------------------------
                                                                                                 Number of Securities
                                                                                               Remaining Available for
                                                                                                Future Issuance Under
                               Number of Securities to be         Weighted-Average            Equity Compensation Plans
                                Issued Upon Exercise of          Exercise Price of             (Excluding Securities
                                 Outstanding Options,           Outstanding Options,                Reflected in
 Plan Category                   Warrants and Rights            Warrants and Rights                   Column (A))
----------------                ----------------------          --------------------           ------------------------
<S>                             <C>                                 <C>                                 <C>
Equity compensation plans
approved by security
holders....................      487,300                            $8.18                               208,000

Equity compensation plans
not approved by security
holders....................          -0-                              -0-                                   -0-

Total......................      487,300                            $8.18                               208,000
</TABLE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     As set forth in Item 12 under the caption  "Security  Ownership  of Certain
Beneficial Owners," Harold C. Simmons,  through Contran and other entities,  may
be deemed to beneficially  own  approximately  49.6% of the  outstanding  Common
Stock as of the Record Date (78.7%  assuming  the approval of Proposal 2 and the
full  conversion  of only  Contran's  shares of Series A  Preferred  Stock) and,
therefore,  may be deemed to control Keystone.  Keystone and other entities that
may be deemed to be  controlled  by or  affiliated  with Mr.  Simmons  sometimes
engage in (a)  intercorporate  transactions  such as guarantees,  management and
expense sharing arrangements,  shared fee arrangements,  tax sharing agreements,
joint ventures, partnerships, loans, options, advances of funds on open account,
and sales, leases and exchanges of assets,  including  securities issued by both
related  and  unrelated  parties,  and (b)  common  investment  and  acquisition
strategies,   business   combinations,    reorganizations,    recapitalizations,
securities  repurchases  and  purchases  and sales (and other  acquisitions  and
dispositions)  of  subsidiaries,   divisions  or  other  business  units,  which
transactions  have involved both related and unrelated parties and have included
transactions  that  resulted  in the  acquisition  by  one  related  party  of a
publicly-held  minority  equity  interest  in another  related  party.  Keystone
continuously  considers,  reviews and evaluates and understands that Contran and
related  entities  consider,  review  and  evaluate  transactions  of  the  type
described  above.  Depending  on the  business,  tax and other  objectives  then
relevant,  it is possible that Keystone  might be a party to one or more of such
transactions in the future.  In connection with these  activities,  Keystone may
consider  issuing   additional   equity   securities  or  incurring   additional
indebtedness.  Keystone's acquisition activities have in the past and may in the
future include  participation  in the  acquisition or  restructuring  activities
conducted by other  companies  that may be deemed to be  controlled by Harold C.
Simmons.  It is the policy of Keystone to engage in  transactions  with  related
parties on terms, in the opinion of Keystone, no less favorable to Keystone than
could be obtained from unrelated parties.

     No  specific   procedures  are  in  place  that  govern  the  treatment  of
transactions among Keystone and its related entities, although such entities may
implement  specific  procedures as appropriate for particular  transactions.  In
addition,  under  applicable  principles  of law, in the absence of  stockholder
ratification  or  approval  by  directors  who  may  be  deemed   disinterested,
transactions  involving  contracts  among companies under common control must be
fair to all companies involved.  Furthermore,  directors owe fiduciary duties of
good faith and fair dealing to all  stockholders of the companies for which they
serve.

     Glenn R.  Simmons,  J.  Walter  Tucker,  Jr.  and  Sandra K.  Myers are not
salaried employees of Keystone.  Keystone has contracted with Contran,  on a fee
basis payable in quarterly  installments,  to provide certain administrative and
other  services to Keystone in addition to the  services of Mr.  Simmons and Ms.
Myers,  including  consulting services of Contran executive officers pursuant to
the Intercorporate  Services  Agreement between Contran and Keystone,  a copy of
which is  included as Exhibit  10.1 in this  Annual  Report on Form 10-K for the
fiscal  year  ended  December  31,  2002.  The  fee  incurred  during  2002  was
$1,025,000.  During  each of 2002,  2001 and 2000,  the  portion of the  amounts
Keystone   incurred   pursuant  to  the   Intercorporate   Services   Agreements
attributable  to the  services  Mr.  Glenn  R.  Simmons  provided  Keystone  was
$219,000.  Keystone  compensates  Tucker & Branham,  Inc. for certain consulting
services of Mr.  Tucker on an hourly basis as his services  are  requested.  The
fees paid Tucker & Branham, Inc. during 2002 were $5,100.

     Tall Pines  Insurance  Company  ("Tall  Pines"),  Valmont  and EWI RE, Inc.
("EWI")  provide for or broker certain of Keystone's  insurance  policies.  Tall
Pines is an indirect,  wholly owned captive insurance company of Valhi.  Valmont
is a wholly owned captive insurance company of Valhi.  Parties related to Harold
C. Simmons own all of the outstanding  common stock of EWI. Through December 31,
2000,  a  son-in-law  of  Harold  C.  Simmons  managed  the  operations  of EWI.
Subsequent to December 31, 2000,  and pursuant to an amended  agreement that may
be  terminated  with 90 days written  notice by either  party,  this  son-in-law
provides advisory services to EWI as requested by EWI, for which such son-in-law
is paid  $11,875  per month and  receives  certain  other  benefits  under EWI's
benefit plans.  Such son-in-law is also currently  chairman of the board of EWI.
Keystone  generally does not compensate Tall Pines,  Valmont or EWI directly for
insurance,  but understands that,  consistent with insurance  industry practice,
Tall Pines,  Valmont and EWI receive  commissions  for their  services  from the
insurance  and  reinsurance   underwriters.   During  2002,   Keystone  and  its
subsidiaries paid  approximately  $2.2 million for policies provided or brokered
by Tall Pines,  Valmont and/or EWI. These amounts  principally  include payments
for reinsurance and insurance premiums paid to unrelated third parties, but also
include commissions paid to Tall Pines,  Valmont and EWI. In Keystone's opinion,
the amounts that Keystone and its subsidiaries paid for these insurance policies
are reasonable and similar to those they could have obtained  through  unrelated
insurance  companies and/or brokers.  Keystone expects that these  relationships
with Tall Pines, Valmont and EWI will continue in 2003.

     Dallas Compressor  Company, a subsidiary of Contran,  sells compressors and
related  services to Keystone.  During  2002,  Keystone  purchased  products and
services from Dallas Compressor Company in the amount of $267.

     Aircraft  services were  purchased  from Valhi in the amount of $74,000 for
the year ended December 31, 2002.

     During  2002,  Garden  Zone,  a 51%  owned  subsidiary  of  Keystone,  paid
approximately  $60,000 to one of its other owners for  accounting  and financial
services.

     EWP Financial LLC, a wholly owned subsidiary of Contran, has agreed to loan
Keystone up to an aggregate of $6 million through June 30, 2003. Borrowings bear
interest  at the prime  rate  plus 3%,  and are  collateralized  by the stock of
Engineered  Wire  Products,  Inc., a wholly  owned  subsidiary  of Keystone.  In
addition,  Keystone pays a commitment fee of .375% on the unutilized  portion of
the  facility.  At December 31,  2002,  no amounts  were  outstanding  under the
facility,   and  $6  million  was  available  for  borrowing  by  Keystone.  The
independent  directors of Keystone approved the terms of this loan. During 2002,
Keystone paid Contran unused line fees of $23,000 related to this facility.

     In the opinion of management  and the Board of Directors,  the terms of the
transactions  described above were no less favorable to Keystone than those that
could have been obtained from an unrelated entity.



<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  amendment  to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                       KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                                     (Registrant)




Date:  April  29, 2003                  By:  /s/ Bert E. Downing, Jr.
                                             -----------------------------------
                                             Bert E. Downing, Jr.
                                             Vice President, Chief Financial
                                             Officer, Corporate Controller and
                                             Treasurer
                                             (Principal Financial and Accounting
                                               Officer)



<PAGE>


I, David L.  Cheek,  the  President  and Chief  Executive  Officer  of  Keystone
Consolidated Industries, Inc., certify that:

1)   I have  reviewed  this Annual  Report on Form 10-K/A  (Amendment  No. 1) of
     Keystone Consolidated Industries, Inc.; and

2)   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report.

Date:  April  29, 2003




/s/ David L. Cheek
------------------
David L. Cheek
President and Chief Executive Officer


<PAGE>


I, Bert E. Downing, Jr., the Vice President,  Chief Financial Officer, Corporate
Controller  and Treasurer of Keystone  Consolidated  Industries,  Inc.,  certify
that:

1)   I have  reviewed  this Annual  Report on Form 10-K/A  (Amendment  No. 1) of
     Keystone Consolidated Industries, Inc.; and

2)   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report.

Date:  April  29, 2003





/s/ Bert E. Downing, Jr.
------------------------
Bert E. Downing, Jr.
Vice President, Chief Financial Officer, Corporate Controller and Treasurer