RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.

                                Under Section 245
                                     of the
                        Delaware General Corporation Law



     We,  Ralph P. End,  Vice  President,  and Sandra K.  Myers,  Secretary,  of
Keystone Consolidated Industries, Inc., a corporation existing under the laws of
the state of Delaware,  do hereby certify under the seal of the said corporation
as follows:

     FIRST:   That  the  name  of  the  corporation  is  Keystone   Consolidated
Industries,  Inc.,  which was originally  incorporated  under the name KEYSTEEL,
INC.

     SECOND:  That the certificate of incorporation of the corporation was filed
by the secretary of state, Dover, Delaware, on the 18th day of May, 1955.

     THIRD: The amendments to the certificate of incorporation  effected by this
certificate as follows:

     1.   To replace the  purposes  clause with a  simplified  and more  general
          statement of such purposes;
     2.   To  eliminate  the  right of  stockholders  to  cumulate  votes in the
          election of directors;
     3.   To classify  the Board of  Directors  into three  classes of directors
          with staggered three-year terms;
     4.   To reduce the requisite  stockholder  vote required in connection with
          any  sale,  lease  or  exchange  of  all or  substantially  all of the
          property and assets of the Company;
     5.   To reduce the requisite  stockholder vote to approve future amendments
          to the Certificate of Incorporation;
     6.   To restate the Company's Certificate of Incorporation.

     FOURTH:   The  amendments  and  the   restatement  of  the  certificate  of
incorporation  have been duty adopted by the  stockholders  in  accordance  with
Section  245 of the  General  Corporation  Law of the  State of  Delaware  by an
affirmative  vote of the  holders  of more than  two-thirds  of the  outstanding
shares of common stock of the corporation  entitled to notice of, and to vote at
a duly called meeting of  stockholders  and that the capital of the  corporation
will not be reduced under or by reason of said amendments and restatement.

     FIFTH:  That the text of the certificate of  incorporation of said Keystone
Consolidated Industries,  Inc., as amended is hereby restated as further amended
by this certificate, to read in full, as follows:

     Keystone Consolidated Industries, Inc. a corporation organized and existing
under and by virtue of the laws of the State of Delaware,

         DOES HEREBY CERTIFY:

     That  the  present  name  of  the  corporation  is  Keystone   Consolidated
Industries,  Inc. The  corporation  was originally  incorporated  under the name
Keysteel,  Inc. and its original certificate of incorporation was filed with the
Secretary of State of the State of Delaware on May 18, 1955.

     That  by  written  consent  of  the  entire  Board  of  Directors  of  said
corporation,  pursuant to Section 141(f) of the General  Corporation  Law of the
State of Delaware  (the "GCL"),  resolutions  were duly adopted  setting forth a
proposed  restated   certificate  of  incorporation  of  said  corporation  (the
"Restated   Certificate  of  Incorporation"),   which  Restated  Certificate  of
Incorporation  reflected certain  amendments to the certificate of incorporation
of the Corporation, declaring said Restated Certificate of Incorporation and the
amendments reflected therein to be advisable and approving its submission to the
stockholders of the corporation for consideration thereof.

     That  thereafter,  pursuant to  resolution  of its Board of  Directors,  an
Annual Meeting of the  stockholders of the corporation was duly called and held,
upon notice in  accordance  with  Section 222 of the GCL, at which  meeting more
than two-thirds of the outstanding  shares entitled to vote at such meeting were
voted in favor of the Restated Certificate of Incorporation.

     That this Restated  Certificate  of  Incorporation  amends and restates the
certificate of incorporation of the corporation, as the same heretofore has been
amended, supplemented and/or restated (the "Certificate of Incorporation"),  and
has been duly adopted in accordance with Sections 242 and 245 of the GCL.

     That the text of the  Certificate of  Incorporation  is hereby restated and
integrated and further amended to read in its entirety as follows:

     FIRST.  The name of the  corporation is KEYSTONE  CONSOLIDATED  INDUSTRIES,
INC.

     SECOND. The address of the corporation's  registered office in the State of
Delaware  is  Corporation  Trust  Center,  1209  Orange  Street,  in the City of
Wilmington,  County  of New  Castle.  The name of its  registered  agent at such
address is The Corporation Trust Company.

     THIRD. The nature of the business or purpose to be conducted or promoted is
to engage in any lawful act or activity for which  corporations may be organized
under the General Corporation Law of the State of Delaware.

     FOURTH.  The  total  number of shares  of all  classes  of stock  which the
corporation  shall  have  authority  to issue is  twelve  million  five  hundred
thousand  (12,500,000),  of which twelve million  (12,000,000) shares are Common
Stock of the par value of One  Dollar  ($1.00)  each and five  hundred  thousand
(500,000) shares are Preferred Stock without par value.

     The  Preferred  Stock shall be issued in one or more  series.  The Board of
Directors is hereby expressly  authorized to issue the shares of Preferred Stock
in such series and to fix from time to time before issuance the number of shares
to be included in any series and the designation,  relative rights,  preferences
and  limitations  of all shares of such  series.  The  authority of the Board of
Directors with respect to each series shall include, without limitation thereto,
the  determination  of any or all of the following and the shares of each series
may vary from the shares of any other series in the following respects:

     (a)  The number of shares  constituting  such  series  and the  designation
          thereof to  distinguish  the shares of such  series from the shares of
          all other series;
     (b)  The annual dividend rate on the shares of that series and whether such
          dividends shall be cumulative and, if cumulative,  the date from which
          dividends shall accumulate;
     (c)  The  redemption  price  or  prices  for  the  particular   series,  if
          redeemable, and the terms and conditions of such redemption;
     (d)  The  preference,  if any, of shares of such series in the event of any
          voluntary or involuntary liquidation, dissolution or winding up of the
          corporation;
     (e)  The voting rights, if any, in addition to the voting rights prescribed
          by law and the terms of exercise of such voting rights;
     (f)  The  right,  if any,  of shares of such  series to be  converted  into
          shares of any other  series or class and the terms and  conditions  of
          such conversion; and
     (g)  any other relative rights, preferences and limitations of that series.

     No holder of stock of the  corporation  shall have any  preemptive or other
right whatever,  as such holder, to subscribe for or purchase or to have offered
to him for subscription or purchase any additional shares of stock of any class,
character  or  description  which may be issued or sold by the  corporation,  or
obligations of any kind which may be issued or sold by the corporation and which
shall be  convertible  into stock of any class of the  corporation,  or to which
there shall be attached or appertain any warrant or warrants or other instrument
or instruments that shall confer upon the holder of such obligation the right to
subscribe  for,  or to purchase or receive  from the  corporation  any shares of
capital  stock  of  any  class  of the  corporation,  whether  now or  hereafter
authorized.

     FIFTH.  The  minimum  amount of  capital  with which the  corporation  will
commence business is One Thousand Dollars ($1,000.00).

     SIXTH. The corporation is to have perpetual existence.

     SEVENTH.  The private property of the stockholders  shall not be subject to
the payment of corporate debts to any extent whatever.

     EIGHTH.  The number of directors of the  corporation  shall be fixed by the
by-laws,  subject to the provisions of this certificate of incorporation  and to
the provisions of the laws of the State of Delaware.

     The board of  directors  shall be divided  into three  classes,  designated
Class I, Class II and Class III, as nearly equal in number as possible,  and the
term of office of directors of one class shall expire at each annual  meeting of
stockholders,  and in all cases as to each director until his successor shall be
elected and shall qualify  (except in cases where no successor is elected due to
a reduction in the size of the board) or until his earlier resignation,  removal
from office,  death or incapacity.  Additional  directorships  resulting from an
increase in the number of directors  shall be  apportioned  among the classes as
equally as possible.  Vacancies,  including  vacancies created by an increase in
the size of the board of directors, shall be filled by the affirmative vote of a
majority of the  remaining  board of  directors.  The initial  term of office of
directors of Class I shall expire at the annual meeting of stockholders in 1996;
that of Class II shall expire at the annual meeting of stockholders in 1997; and
that of Class III shall expire at the annual  meeting of  stockholders  in 1998;
and in all cases as to each director  until his  successor  shall be elected and
shall qualify  (except in cases where no successor is elected due to a reduction
in the size of the board) or until his earlier resignation, removal from office,
death or  incapacity.  At each  annual  meeting of  stockholders,  the number of
directors  equal to the number of  directors  of the class whose term expires at
the time of such  meeting  (or,  if  less,  the  number  of  directors  properly
nominated and qualified (or election)  shall be elected to hold office until the
third  succeeding  annual  meeting of  stockholders  after their  election.  Any
director or the entire board of directors may be removed, with or without cause,
by holders of a majority of the shares  then  entitled to vote at an election of
directors.

     In  furtherance  and not in limitation of the powers  conferred by statute,
the board of directors is expressly authorized:

     To make, after, amend or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set  apart  out of any of the  funds of the  corporation  available  for
     dividends a reserve or reserves  for say proper  purpose and to abolish any
     such reserve in the manner in which it was created.

     By resolution  passed by the majority of the whole board,  to designate one
     or  more  committees,  each  committee  to  consist  of two or  more of the
     directors  of the  corporations,  which,  to  the  extent  provided  in the
     resolution  or in the  by-laws  of the  corporation,  shall  have  and  nay
     exercise  the powers of the board of  directors  in the  management  of the
     business and affairs of the corporation,  and may authorize the seal of the
     corporation  to be  affixed  to all  papers  which  may  require  it.  Such
     committee or committees  shall have such name or names as may be determined
     from time to time by resolution adopted by the board of directors.

     NINTH.  Meetings of the  stockholders  may be held  outside of the State of
Delaware,  if the by-laws so provide.  The books of the  corporation may be kept
(subject to any  provision  contained in the  statutes)  outside of 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 by-laws of the corporation.

     TENTH. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate of incorporation,  in the manner now
or hereafter  prescribed by statute,  and all rights conferred upon stockholders
herein are granted subject to this reservation.

     ELEVENTH.  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 liability  (1) for any breach of the  director's
duty of  loyalty  to the  corporation  or its  stockholders,  (ii)  for  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law,  (iii) under Section 174 of the Delaware  General  Corporation
Law, or (iv) for any  transaction  from which the director  derived any improper
personal  benefit.  If the Delaware  General  Corporation  Law is amended  after
approval by the  stockholders  of this provision to authorize  corporate  action
further  eliminating or limiting the personal  liability of directors,  then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.

     Any repeal or modification of the foregoing  paragraph 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.

     IN  WITNESS  WHEREOF,  we have  signed  this  certificate  and  caused  the
corporate  seal of the  corporation  to be  hereunto  affixed  this  15th day of
September, 1995.

                         /s/ Ralph P. End
                             ------------------------------------------------
                             Ralph P. End, Vice President



Attest:


/s/ Sandra K. Myers
Sandra K. Myers, Secretary



State of Texas             )
                           )
County of Dallas           )


     Be it remembered on this 15th day of September 1995, personally came before
jut Linda S. Roberts, a notary public in and for the county and state aforesaid,
Ralph P. End, party to the foregoing  certificate,  known to me personally to be
such,  and duty  acknowledged  the said  certificate to be his act and deed, and
that the facts therein stated are true.

         Given under my band and seat of office the day and year aforesaid.


                             /s/ Linda S. Roberts
                             ------------------------------------------------
                             (Notary public)

         My commission expires:  10-17-96