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, 2005
                                                 -----------------

                         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:

                               Title of each class
                          ----------------------------
                          Common Stock, $.01 par value

  Indicate by check mark:

     If the Registrant is a well-known  seasoned issuer,  as defined in Rule 405
     of the Securities Act. Yes No X

     If the Registrant is not required to file reports pursuant to Section 13 or
     Section 15(d) of the Act. Yes No X

     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

     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. [ ]

     Whether the Registrant is a large  accelerated  filer, an accelerated filer
     or a  non-accelerated  filer (as  defined in Rule 12b-2 of the Act).  Large
     accelerated filer Accelerated filer Non-accelerated filer X .

     Whether the  Registrant is a shell company (as defined in Rule 12b-2 of the
     Exchange Act). Yes No X

     Whether the registrant  has filed all documents and reports  required to be
     filed by Section  12, 13 or 15(d) of the  Securities  Exchange  Act of 1934
     subsequent to the  distribution  of securities  under a plan confirmed by a
     court. Yes X No .

The  aggregate  market  value of the  5,077,832  shares of voting  stock held by
nonaffiliates  of the Registrant,  as of June 30, 2005 (the last business day of
the  Registrant's   most-recently   completed   second  fiscal   quarter),   was
approximately $508,000.

As of June 19, 2006 10,000,000 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, 2005 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  Amended and Restated  Bylaws  dated  August 31, 2005  currently
provide  that the number of  directors  shall be as  determined  by the Board of
Directors from time to time. The Board of Directors has currently set the number
of directors at seven.  Each  director  elected shall hold office until the next
annual  meeting of  stockholders  and until his or her successor is duly elected
and qualified or until his or her earlier death, resignation or removal.

     Set forth below is certain information concerning the directors of Keystone
as of December  31,  2005.  Biographical  information,  including  ages is as of
December 31, 2005.

PAUL M. BASS, JR.                                            Director since 1989

     Mr. Bass, age 70, has served as vice chairman of First Southwest Company, a
privately owned investment banking firm, since prior to 2001. Mr. Bass is also a
director of CompX International Inc. ("CompX"),  a publicly held manufacturer of
precision slides,  security products and ergonomic computer support systems that
is a publicly held  subsidiary of Contran  Corporation  ("Contran"),  which is a
privately held  diversified  holding company.  Mr. Bass is currently  serving as
chairman  of  the  board  of  trustees  of  Southwestern  Medical  Foundation  a
foundation  that  supports  and promotes the  University  of Texas  Southwestern
Medical  Center.  He is a  member  of  Keystone's  audit  committee,  management
development and compensation committee and master trust committee.

RICHARD R. BURKHART                                          Director since 2005

     Mr. Burkhart, age 54, is a principal of Stoutheart  Corporation,  a holding
company  located in Solon,  Ohio.  Prior to 2001,  Mr.  Burkhart  was Group Vice
President of Fabrication and Distribution for RTI International  Metals Inc. and
has been directing  corporation  reorganizations,  start-ups and buy-outs in the
capital  goods,  metals and  systems  integration  industries  since  1982.  Mr.
Burkhart  is  also  a  director  of  Fansteel  Corporation,  a  publicly  traded
manufacturer of engineered metal components.

JOHN R. PARKER                                               Director since 2005

     Mr.  Parker,  age 61, was vice  president  and chief  operating  officer of
Thomas More College,  Crestview Hills,  Kentucky from 2001 - 2005. Prior to 2001
Mr. Parker was vice president and chief financial  officer of NS Group,  Inc., a
specialty  steel  manufacturer.  Mr.  Parker  is  also a  director  of  Fansteel
Corporation,  a publicly traded manufacturer of engineered metal components.  He
is a member  of  Keystone's  audit  committee  and  management  development  and
compensation committee.

GLENN R. SIMMONS                                             Director since 1986

     Mr. Simmons,  age 77, has served as chairman of the board of Keystone since
prior to 2001.  Since prior to 2001,  Mr. Simmons has served as vice chairman of
the Board of Directors of Contran. In addition to CompX and Keystone, Contran is
also a parent corporation of Kronos Worldwide, Inc.


                                      - 2 -
<PAGE>

("Kronos  Worldwide"),  a publicly held  international  manufacturer of titanium
dioxide  pigments;  NL  Industries,  Inc.  ("NL"),  a publicly held  diversified
holding  company;  Titanium  Metals  Corporation,  a  publicly  held  integrated
producer of titanium metals products ("TIMET");  and Valhi, Inc.,  ("Valhi"),  a
publicly held diversified  holding  company.  Mr. Simmons has been a director of
Contran and an executive officer and/or director of various companies related to
Contran since prior to 2001. He is chairman of the board of CompX, vice chairman
of the board of Valhi and a director  of Kronos  Worldwide,  NL and  TIMET.  Mr.
Simmons is chairman of Keystone's master trust committee.

TROY T. TAYLOR                                               Director since 2005

     Mr. Taylor,  age 48, is President,  Algon Group, LLC, a financial  advisory
and investment banking firm and has served in such capacity since 2001.

STEVEN L. WATSON                                             Director since 2000

     Mr. Watson,  age 55, has been chief  executive  officer of Valhi since 2002
and  president  and a director of Valhi and Contran  since prior to 2001. He has
served as vice  chairman  of the board of Kronos  Worldwide  since  2004,  chief
executive  officer of TIMET since January 2006 and vice chairman of the board of
TIMET since November 2005. Mr. Watson also serves as a director of CompX and NL.
He has served as an executive  officer or director of various  companies related
to Valhi and Contran since 1980. Mr. Watson is chairman of Keystone's management
development and compensation  committee and a member of Keystone's  master trust
committee.

DONALD P. ZIMA                                               Director Since 2005

     Mr. Zima, age 73, served as chief financial officer to Stericycle from 2003
to 2004 and as vice president and chief financial officer of Scherer Healthcare,
Inc. from prior to 2001 to 2003. He is chairman of Keystone's audit committee.


                               EXECUTIVE OFFICERS

     In addition to Glenn R. Simmons as chairman of the board the  following are
currently  executive officers of Keystone.  Each executive officer serves at the
pleasure of the Board of Directors. Biographical information, including ages, is
as of December 31, 2005:

     DAVID L.  CHEEK,  age 56, 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 prior
to 2001.

     BERT E. DOWNING,  JR., age 49, 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, and as vice president and corporate  controller  since
prior to 2001.

     C. VICTOR  STIRNAMAN,  age 58 has served as  executive  vice  president  of
Keystone  since  October  2005.  He has served as director,  human  resources of
Keystone Steel & Wire since prior to 2001.

     JOHN M. THOMAS,  age 66 has served as vice president - structural  products
of Keystone  since  October  2005. He also has served as president of Engineered
Wire Products, Inc, a wholly-owned subsidiary of Keystone, since prior to 2001.

                                      - 3 -
<PAGE>

             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 U.S. Securities and Exchange Commission (the "SEC") and Keystone. Based
solely on the review of the copies of such reports filed with the SEC,  Keystone
believes that for 2005 its executive  officers,  directors and 10%  stockholders
complied with all applicable  filing  requirements  under Section 16(a) with the
exception of Messrs. Burkhart,  Parker, Taylor and Zima whose Form 3s were filed
late.

                                 CODE OF ETHICS

     Keystone has adopted a code of business  conduct and ethics that applies to
all of its directors,  officers and employees,  including  Keystone's  principal
executive officer, principal financial officer, principal accounting officer and
controller.  Only the Board of  Directors  may  amend  the code.  Only the audit
committee or other  committee of the Board of Directors with specific  delegated
authority may grant a waiver of this code. Keystone will disclose amendments to,
or waivers of, the code as required by law or applicable rules.









































                                      - 4 -


<PAGE>


ITEM 11. EXECUTIVE COMPENSATION.

                            COMPENSATION OF DIRECTORS

     Directors  of Keystone  receive an annual  retainer  of  $25,000,  a fee of
$1,000 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.  In addition,  directors receive annual
retainers  of $5,000 and $2,000 for serving on the audit  committee  and each of
any other committees,  respectively,  of the Board of Directors.  In addition to
serving as directors,  Messrs. Simmons and Watson provide consulting services to
Keystone.  Keystone pays Contran for the consulting services provided by Messrs.
Simmons  and Watson  pursuant  to  Intercorporate  Services  Agreements  between
Contran and  Keystone  (each an "ISA").  Each of the ISAs in their  current form
extends on a quarter-to-quarter  basis,  generally subject to the termination by
either party pursuant to a written  notice  delivered 30 days prior to the start
of the next quarter.

                             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 2005,  2004
and 2003 by each of the most highly  compensated  individuals who were executive
officers of Keystone at December 31, 2005 (the "named executive officers").  For
amounts  Keystone  incurred  that were  attributable  to the  services  Glenn R.
Simmons provided Keystone in 2005, 2004 and 2003 under  Intercorporate  Services
Agreements, see Item 13 - Certain Relationships and Related Transactions.

                         SUMMARY COMPENSATION TABLE (1)

<TABLE>
<CAPTION>
                                                              Annual Compensation (2)
                                                           ----------------------------
                Name and                                                                               All Other
           Principal Position               Year          Salary                 Bonus               Compensation
      --------------------------           ------     -------------         ---------------         ---------------

<S>                                         <C>            <C>                   <C>                   <C>
David L. Cheek                              2005           $328,270              $150,000              $46,132    (2)
President and Chief                         2004            300,000                    -0-              22,113    (2)
   Executive Officer                        2003            286,540                    -0-               5,431    (2)


Bert E. Downing, Jr                         2005           $226,250              $100,000              $24,447    (2)
Vice President, Chief                       2004            210,000                    -0-              10,842    (2)
   Financial Officer,                       2003            210,000                    -0-                 523    (2)
   Corporate Controller
   and Treasurer

C. Victor Stirnaman                         2005           $157,626              $107,965              $10,500    (2)
Executive Vice President                    2004            137,184                    -0-               6,859    (2)
                                            2003            129,279                    -0-                  -0-   (2)

John M. Thomas                              2005           $185,000              $196,575              $10,500    (2)
Vice President -                            2004            170,000               199,948               10,250    (2)
  Structural Products                       2003            170,000                63,260                   -0-   (2)
--------------
</TABLE>

(1)  For the periods presented for the named executive officers, no stock option
     or shares of  restricted  stock were granted nor payouts  made  pursuant to
     long-term  incentive plans.  Therefore,  the columns for such  compensation
     have been omitted.

                                      - 5 -

<PAGE>

(2)  For the periods  presented,  no named  executive  officer  received  "other
     annual  compensation," as defined by the rules of the SEC, from Keystone or
     its subsidiaries.

(3)  All other  compensation  for the last three years for each of the following
     named   executive   officers   consisted  of  employer's   401(k)  matching
     contributions  and for  Messrs.  Cheek and  Downing,  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 Messrs.  Cheek and
     Downing's retirement,  the termination of their employment with Keystone or
     to their beneficiaries upon their death; as follows:



<TABLE>
<CAPTION>
                                                                   Unfunded Reserve Account Accruals
                                                                     -----------------------------
                                                                     Account Accruals      Interest
                                                                        Related to         Accruals
      Named Executive Officer                      Employer's           401(k) and        Above 120%
                                                     401(k)              Pension          of the AFR
      Officer                         Year        Contributions      Plan Limitations       Rate (b)     Total
---------------------                 ----        -------------       ---------------     -----------   --------

<S>                                   <C>             <C>                   <C>                <C>         <C>
David L. Cheek                        2005            $10,500               $ 35,086           $546        $46,132
                                      2004             10,250                 11,815             48         22,113
                                      2003                 -0-                 5,431             -0-         5,431

Bert E. Downing, Jr.                  2005            $10,500              $  13,783           $164        $24,447
                                      2004             10,250                    564             28         10,842
                                      2003                 -0-                   523             -0-           523

C. Victor Stirnaman                   2005            $10,500              $      -0-          $ -0-       $10,500
                                      2004              6,859                     -0-            -0-         6,859
                                      2003                 -0-                    -0-            -0-            -0-

John M. Thomas                        2005            $10,500              $      -0-          $ -0-       $10,500
                                      2004             10,250                     -0-            -0-        10,250
                                      2003                 -0-                    -0-            -0-            -0-
</TABLE>

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



(a)  Keystone did not make a matching  contribution to the 401(k) plan for 2003.
     Keystone's matching contributions to the 401(k) plan for 2005 and 2004 were
     made in cash during 2006 and 2005, respectively.

(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, 2005,  2004 and 2003, for the date that the credit accruals
     for 2005,  2004 and  2003,  respectively,  were  credited  to the  unfunded
     reserve account.






                                        6


<PAGE>


     No Grants of Stock Options or Stock Appreciation  Rights.  Keystone did not
grant any stock options or stock appreciation rights during 2005.

     Stock Option Exercises and Holdings.  All of Keystone's  outstanding  stock
options were cancelled in connection with  Keystone's  emergence from Chapter 11
bankruptcy  proceedings  in August 2005. As such, no Keystone stock options were
outstanding at December 31, 2005.

     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 $18.00
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, $38,097; and Bert E. Downing, Jr., $64,970; C. Victor Stirnaman, $30,238;
and John M. Thomas, $20,059.

           COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Compensation  for the named  executive  officers  is set by the  management
development and compensation committee of the Board of Directors of Keystone. No
named  executive  officer or other  current or former  officer  or  employee  of
Keystone served on this committee during 2005.


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

                        SECURITY OWNERSHIP OF MANAGEMENT

     As of December  31,  2005,  Keystone's  directors  and the named  executive
officers did not own any shares of Keystone  common  stock,  par value $0.01 per
share (the "Common Stock").

                 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 December 31, 2005.











                                      - 7 -
<PAGE>

<TABLE>
<CAPTION>
                                                                                 Common Stock
                                                                     ------------------------------------
                                                             Amount and
                                                              Nature of
                                                              Beneficial                     Percent of
         Beneficial Owner                                    Ownership (1)                    Class (1)
-------------------------------------                       --------------               -------------------


<S>                                                                <C>                            <C>
Contran Corporation (1)                                            5,100,000                      51.0%

Jack B. Fishman, Esq., President
   of Novare, Inc. as Trustee for the
   Holders of Class A6 Claims (2)                                  4,900,000                      49.0%
                                                                  ----------                      -----

                                                                  10,000,000                     100.0%
                                                                  ==========                      =====
</TABLE>

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

(1)  The business address of Contran is Three Lincoln Centre,  5430 LBJ Freeway,
     Suite 1700, Dallas, Texas 75240-2697.

     Harold C. Simmons is the chairman of the board of Contran.

     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 or held
     by Mr. Simmons or persons or other entities related to Mr. Simmons. 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.

     By  virtue of the  holding  of the  office,  the  stock  ownership  and his
     services as trustee,  all as described  above, Mr. Simmons may be deemed to
     control  Contran,  and  Mr.  Simmons  may be  deemed  to  possess  indirect
     beneficial  ownership  of the  shares  of  Common  Stock  directly  held by
     Contran. Mr. Simmons, however, disclaims beneficial ownership of the shares
     of Common Stock beneficially owned, directly or indirectly, by Contran.

     All of Keystone's directors or executive officers who are also directors or
     executive officers of Contran disclaim  beneficial  ownership of the shares
     of Common Stock that Contran directly holds.

(2)  The business address of Jack B. Fishman,  Esq.,  President of Novare, Inc.,
     as Trustee  for the  Holders  of Class A6 Claims is 824 South Main  Street,
     Suite 202, Crystal Lake, Illinois 60014.

     Mr.  Fishman  holds these shares for the benefit of the holders of Class A6
     Claims in  Keystone's  Chapter 11 case under the federal  bankruptcy  laws.
     Under the terms of  Keystone's  Plan of  Reorganization,  these shares will
     ultimately be distributed  to the  individual  claim holders based on their
     pro-rata share of total Class A6 Claims.

     Keystone  understands  that  Contran  and  related  entities  may  consider
acquiring  or  disposing  of shares  of  Common  Stock  through  open  market or
privately   negotiated   transactions,   depending  upon  future   developments,
including,  but not limited to, the  availability and alternative uses of funds,
the performance of the Common Stock in the market, an assessment of Keystone's

                                      - 8 -

<PAGE>

business and prospects, financial and stock market conditions and other factors
deemed relevant by such entities. Keystone may similarly consider acquisitions
of shares of Common Stock and acquisitions or dispositions of securities issued
by related entities.

                      EQUITY COMPENSATION PLAN INFORMATION

     At December 31, 2005, Keystone does not have any equity compensation plans.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Relationships   with  Related   Parties.   As  set  forth  under  "Security
Ownership,"  Harold C.  Simmons,  through  Contran,  may be  deemed  to  control
Keystone.  Keystone and other entities that may be deemed to be controlled by or
related to Mr. Simmons sometimes engage in the following:

     O    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

     O    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
          an equity interest in another related party.

     Keystone periodically considers, reviews and evaluates and understands that
Contran and related  entities  periodically  consider,  review and evaluate such
transactions.  Depending  upon  the  business,  tax and  other  objectives  then
relevant and restrictions under indentures and other agreements,  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 acquisition  or  restructuring  activities  conducted by other
companies  that  may be  deemed  to be  related  to  Harold  C.  Simmons.  It is
Keystone's  policy to engage in  transactions  with related parties on terms, in
Keystone's  opinion,  no less  favorable to Keystone than could be obtained from
unrelated parties.

     Certain  directors  or  executive  officers  of  Contran,   CompX,   Kronos
Worldwide,  NL, TIMET or Valhi also serve as  Keystone's  directors or executive
officers.  Such relationships may lead to possible conflicts of interest.  These
possible  conflicts  of  interest  may arise from the duties of loyalty  owed by
persons  acting  as  corporate  fiduciaries  to  two  or  more  companies  under
circumstances  in which such companies may have adverse  interests.  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.



                                      - 9 -

<PAGE>

     Intercorporate Services Agreements.  Keystone and certain related companies
have entered into ISAs. Under the ISAs, employees of one company provide certain
services,  including  executive officer services,  to the other company on a fee
basis. The services rendered under the ISAs may include  executive,  management,
financial,  internal audit, accounting,  tax, legal, insurance, risk management,
treasury,  aviation,  human resources,  technical,  consulting,  administrative,
office,  occupancy  and  other  services  as  required  from time to time in the
ordinary course of the recipient's business.  The fees paid pursuant to the ISAs
are  generally  based upon an estimate of the time  devoted by  employees of the
provider of the services to the affairs of the recipient and the employer's cost
related to such employees,  which includes the employees' cash  compensation and
an overhead component that takes into account the employer's other costs related
to the  employees.  Each  of  the  ISAs  in  their  current  form  extends  on a
quarter-to-quarter  basis,  generally subject to the termination by either party
pursuant to a written  notice  delivered  30 days prior to the start of the next
quarter.  Because  of the large  number of  companies  related  to  Contran  and
Keystone, Keystone believes it benefits from cost savings and economies of scale
gained by not having certain  management,  financial and  administrative  staffs
duplicated at each entity, thus allowing certain individuals to provide services
to multiple  companies but only be compensated by one entity.  With respect to a
publicly  held  company  that is a  party  to an  ISA,  the ISA and the  related
aggregate annual charge is approved by the independent  directors of the company
after receiving a recommendation from the company's  management  development and
compensation committee.

     In 2005,  Keystone paid Contran fees of approximately  $1.0 million for its
services  under the ISA between  Contran and  Keystone,  including  $151,000 and
$92,500 for the services of Glenn R. Simmons and Steven L. Watson, respectively.
In 2006,  Keystone  expects to pay Contran fees of $1.0 million for its services
under this ISA.  Keystone  also pays  director  fees and  expenses  directly  to
Messrs. Glenn Simmons and Watson for their services as directors.

     Loans between  Related  Parties.  During 2005,  Keystone paid EWP Financial
LLC, a wholly-owned  subsidiary of Contran,  ("EWPFLLC") $362,000 in interest on
the portion of Keystone's Debtor-In-Possession financing provided by EWPFLLC. In
the opinion of management and the Board of Directors, the terms of the financing
were no less favorable to Keystone than those that could have been obtained from
an unrelated entity.

     Insurance  Matters.  Keystone and Contran  participate  in a combined  risk
management  program.  Pursuant  to  the  program,  Contran  and  certain  of its
subsidiaries  and  related  entities,  including  Keystone  and  certain  of its
subsidiaries and related entities,  purchase certain of their insurance policies
as a group, with the costs of the jointly owned policies being apportioned among
the participating companies. Tall Pines Insurance Company ("Tall Pines") and EWI
RE, Inc. ("EWI") provide for or broker these insurance policies. Tall Pines is a
captive  insurance  company  wholly  owned by  Valhi,  and EWI is a  reinsurance
brokerage and risk management firm wholly owned by NL. Consistent with insurance
industry  practices,  Tall Pines and EWI receive  commissions from insurance and
reinsurance underwriters for the policies that they provide or broker.

     With respect to certain of such jointly  owned  insurance  policies,  it is
possible that unusually  large losses  incurred by one or more insureds during a
given  policy  period  could  leave the other  participating  companies  without
adequate  coverage under that policy for the balance of the policy period.  As a
result, Contran and certain of its subsidiaries or related companies,  including
Keystone,  have entered into a loss sharing  agreement under which any uninsured
loss is shared by those  companies who have submitted  claims under the relevant
policy.  Keystone  believes the  benefits  in the form of  reduced premiums  and

                                     - 10 -

<PAGE>

broader  coverage  associated with the group coverage for such policies  justify
the risks associated with the potential for any uninsured loss.

     During  2005,  Keystone  paid  premiums of  approximately  $2.9 million for
insurance   policies  Tall  Pines  provided  or  EWI  brokered.   These  amounts
principally  included  payments for reinsurance  and insurance  premiums paid to
unrelated third parties,  but also included  commissions  paid to Tall Pines and
EWI. Tall Pines  purchases  reinsurance  for  substantially  all of the risks it
underwrites.   In  Keystone's  opinion,   the  amounts  that  Keystone  and  its
subsidiaries paid for these insurance policies and the allocation among Keystone
and its related  entities of the insurance  premiums are reasonable and at least
as favorable to those  Keystone or they could have  obtained  through  unrelated
insurance  companies or brokers.  Keystone expects that these relationships with
Tall Pines and EWI will continue in 2006.

     Simmons  Family  Matters.  In addition  to the  services  Glenn R.  Simmons
provides under Keystone's ISA with Contran as discussed under  "--Intercorporate
Services  Agreements,"  Harold C. Simmons and James C. Epstein,  a son-in-law of
Harold C. Simmons,  provide  executive and risk management  services to Keystone
and its subsidiaries  pursuant to this ISA. The portion of the fees Keystone and
its  subsidiaries  paid to Contran in 2005 pursuant to this ISA for the services
of each  of  Messrs.  Harold  Simmons  and  Epstein  was  $25,000  and  $17,500,
respectively.  Keystone  and its  subsidiaries  expect  to pay  Contran  similar
amounts for these  services and the services of Mr. Glenn  Simmons in 2006.  Mr.
Glenn Simmons also received additional  aggregate  compensation of approximately
$12,000 in cash from Keystone for his services as a director of Keystone for the
period August 31, through December 31, 2005. Mr. Simmons is expected to continue
to receive a similar rate of compensation for all of 2006.

     Other Matters.  Dallas Compressor  Company, a subsidiary of Contran,  sells
compressors  and related  services to Keystone.  During 2005 Keystone  purchased
products and services from Dallas Compressor Company in the amount of $33,000.

     Keystone  is  engaged in a ferrous  scrap  recycling  joint  venture at its
facility  in  Peoria,  Illinois  through  its 50%  interest  in Alter  Recycling
Company,  L.L.C. ("ARC"), an unconsolidated equity affiliate.  ARC sells ferrous
scrap to Keystone and others.  During  2005,  Keystone  purchased  approximately
$834,000 of ferrous scrap from ARC.

     Keystone  has entered  into a scrap  supply  agreement  with Alter  Trading
Corporation  ("ATC").  Keystone sources the majority of its ferrous scrap supply
from ATC under  this  agreement.  ATC owns the 50%  interest  in ARC that is not
owned by Keystone.  During 2005, Keystone purchased approximately $132.4 million
of ferrous scrap from ATC.

     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.













                                     - 11 -

<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:  June 19, 2006               By: /s/ Bert E. Downing, Jr.
                                       ----------------------------
                                       Bert E. Downing, Jr.
                                       Vice President, Chief Financial
                                       Officer, Corporate Controller and
                                       Treasurer
                                       (Principal Financial and Accounting
                                       Officer)












































                                     - 12 -

<PAGE>

                                                                   Exhibit 31.1

I, David L. Cheek, certify that:

1)   I have reviewed this annual report on Form 10-K/A of Keystone  Consolidated
     Industries, Inc.;

2)   Based on my knowledge, this 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
     report;

3)   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

4)   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: June 19, 2006





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





<PAGE>

                                                                   Exhibit 31.2

I, Bert E. Downing, Jr., certify that:

1)   I have reviewed this annual report on Form 10-K/A of Keystone  Consolidated
     Industries, Inc.;

2)   Based on my knowledge, this 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
     report;

3)   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and  15d-15(e))  for the registrant and we
     have:

     a)   Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     c)   Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

4)   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's  auditors and the audit committee of registrant's board of
     directors (or persons performing the equivalent function):

     a)   All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and

     b)   Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          control over financial reporting.

Date: June 19, 2006



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