EXHIBIT A

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.


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                                   ARTICLE I.
                                      NAME

     The name of the corporation is KEYSTONE CONSOLIDATED INDUSTIRES,  INC. (the
"Corporation").

                                   ARTICLE II.
                           REGISTERED OFFICE AND AGENT

     The address of the Corporation's registered office in the state of Delaware
is  Corporation  Service  Company,  2711  Centerville  Road,  Suite 400, city of
Wilmington,  county of New  Castle,  state of  Delaware  19808.  The name of the
Corporation's registered agent at such address is Corporation Service Company.

                                  ARTICLE III.
                                     PURPOSE

     The nature of the  business or purposes to be  conducted or promoted by the
Corporation  is to engage in any  lawful  business,  act or  activity  for which
corporations may be organized under the General  Corporation Law of the state of
Delaware as it may be amended from time to time (the "DGCL").

                                   ARTICLE IV.
                                AUTHORIZED STOCK

     Section 4.1. Authorized Stock. The total number of shares of stock that the
Corporation  shall have authority to issue is 11,001,000  shares,  consisting of
11,000,000  shares  of common  stock,  par value  $0.01 per share  (the  "Common
Stock"),  and 1,000  shares of preferred  stock,  par value $0.01 per share (the
"Preferred Stock").

I         Section 4.2. Common Stock. The rights of the holders of common stock
shall be subject to the rights of holders of Preferred Stock and any other
applicable provisions of this certificate of incorporation.

     Section  4.3.   Preferred  Stock.  The  board  of  directors  is  expressly
authorized,  at any time and from time to time,  to provide for the  issuance of
shares  of  Preferred  Stock  in one or  more  series  with  such  designations,
preferences and relative,  participating,  optional or other special rights, and
such qualifications,  limitations or restrictions thereof, as shall be expressed
in the resolution or resolutions  providing for the issuance  thereof adopted by
the board of directors  and as are not  inconsistent  with this  certificate  of
incorporation or any amendment hereto, and as may be permitted by the DGCL.

     Section 4.4. Record Holders. The Corporation shall be entitled to treat the
person in whose name any share of its stock is  registered  as the owner thereof
for all  purposes  and shall not be bound to  recognize  any  equitable or other
claim to, or interest in, such share on the part of any other person, whether or
not the Corporation shall have notice thereof,  except as expressly  provided by
applicable law.

                                   ARTICLE V.
                                    EXISTENCE

     The Corporation is to have perpetual existence.

                                   ARTICLE VI.
                                     BYLAWS

     In  furtherance  and not in limitation of the powers  conferred by statute,
the board of  directors is expressly  authorized  to adopt,  amend or repeal the
bylaws or adopt new bylaws.

                                  ARTICLE VII.
                            MEETINGS OF STOCKHOLDERS
                              BOOKS OF CORPORATION
                              ELECTION OF DIRECTORS

     Meetings  of  stockholders  may be held  within  or  without  the  state of
Delaware,  as the  bylaws  of the  Corporation  may  provide.  The  books of the
Corporation may be kept outside the state of Delaware at such place or places as
may be  designated  from time to time by the board of directors or in the bylaws
of the  Corporation.  Election of directors need not be by written ballot unless
the bylaws of the Corporation so provide.

                                  ARTICLE VIII.
                                 INDEMNIFICATION

     The Corporation  shall, to the fullest extent  permitted by law,  indemnify
any and all officers and directors of the  Corporation,  and may, to the fullest
extent  permitted  by law or to  such  lesser  extent  as is  determined  in the
discretion  of the board of  directors,  indemnify  all other  persons  from and
against all expenses,  liabilities or other matters and advance  expenses to all
persons whom it shall have the power to indemnify.

                                   ARTICLE IX.
                               DIRECTOR LIABILITY

     A  director  of the  Corporation  shall  not be  personally  liable  to the
Corporation  or its  stockholders  for monetary  damages for breach of fiduciary
duty as a director,  except for such  liability as is  expressly  not subject to
limitation under the Delaware General Corporation Law, as the same exists or may
hereafter be amended to further limit or eliminate such liability. Any repeal or
modification of this ARTICLE by the  stockholders  of the Corporation  shall not
adversely  affect  any right or  protection  of a  director  of the  Corporation
existing at the time of such repeal or modification.

                                   ARTICLE X.
                          CERTAIN BUSINESS COMBINATIONS

     The Corporation  expressly  elects not to be governed by Section 203 of the
General Corporation Law of the state of Delaware.

                                   ARTICLE XI.
                   SETTLEMENTS WITH CREDITORS OR STOCKHOLDERS

     Whenever a compromise or arrangement is proposed  between this  Corporation
and its creditors or any class of them and/or between this  Corporation  and its
stockholders  or any class of them, any court of equitable  jurisdiction  within
the  state  of  Delaware  may,  on the  application  in a  summary  way of  this
Corporation or of any creditor or stockholder  thereof or on the  application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the  creditors or class of  creditors,  and/or of the  stockholders  or class of
stockholders  of this  Corporation,  as the case may be, to be  summoned in such
manner  as  the  said  court  directs.  If a  majority  in  number  representing
three-fourths  in value of the  creditors or class of  creditors,  and/or of the
stockholders or class of stockholders of this  Corporation,  as the case may be,
agree  to any  compromise  or  arrangement  and to any  reorganization  of  this
Corporation  as a  consequence  of such  compromise  or  arrangement,  the  said
compromise or arrangement  and said  reorganization  shall, if sanctioned by the
court to which the said  application  has been made, be binding on all creditors
or class of creditors,  and/or on all the stockholders or class of stockholders,
of this Corporation, as the case may be, and also on this Corporation.

                                  ARTICLE XII.
                                    AMENDMENT

     The Corporation shall have the right,  subject to any express provisions or
restrictions  contained in this  certificate of  incorporation  or bylaws of the
Corporation,  from time to time, to amend this  certificate of  incorporation or
any  provision  thereof in any manner now or hereafter  provided by law, and all
rights and powers of any kind  conferred  upon a director or  stockholder of the
Corporation by this certificate of  incorporation  or any amendment  thereof are
conferred subject to such right.