UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number 0-1227
 CHICAGO RIVET & MACHINE CO.
  ILLINOIS
    
    36-0904920(State of incorporation)
    
    (I.R.S. Employer Identification Number)901 Frontenac Road, Naperville, Illinois
    
    60563(Address of principal executive offices)
    
    (Zip Code)
 (630) 357-8500
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock - $1.00 Par Value
    
    American Stock Exchange(including Preferred Stock Purchase Rights)
    
    (Trading privileges only, not registered)
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  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if smaller reporting company)
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   Documents Incorporated By Reference




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CHICAGO RIVET & MACHINE CO.
YEAR ENDING DECEMBER 31, 2008
 Item
    
    PageNo.
    
    No.Part I1. Business
    
    
    31A. Risk Factors
    
    
    41B. Unresolved Staff Comments
    
    
    62. Properties
    
    
    63. Legal Proceedings
    
    
    74. Submission of Matters to a Vote of Security Holders
    
    
    7Part II5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    96. Selected Financial Data
    
    
    97. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    97A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    128. Financial Statements and Supplementary Data
    
    
    129. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
    
    
    129A. Controls and Procedures
    
    
    13Part III10. Directors, Executive Officers and Corporate Governance
    
    
    1411. Executive Compensation
    
    
    1412. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    1413. Certain Relationships and Related Transactions,
and Director Independence
    
    
    1414. Principal Accountant Fees and Services
    
    
    14Part IV15. Exhibits and Financial Statement Schedules
    
    
    15
  2




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PART I
 
 ITEM 1  Business
         3




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ITEM 1A  Risk Factors
  We are dependent on the domestic automotive industry.
  We face intense competition.
  We rely on sales to two major customers.
  4




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Increases in our raw material costs or difficulties with our suppliers could negatively affect us.
  We may be adversely affected by labor relations issues.
  We may incur losses as a result of product liability, warranty or other claims that may be brought
against us.
  We could be adversely impacted by environmental laws and regulations.
  We could be adversely impacted by the loss of the services of key employees
  We could be adversely impacted by our failure to comply with Section 404 of the Sarbanes-Oxley Act.
  5




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The
price of our common stock is subject to volatility, and our stock is thinly traded.
   
 ITEM 1B  Unresolved Staff Comments
  
 ITEM 2  Properties
   Plant Locations and Descriptions
 Naperville, Illinois
    
    Brick, concrete block and partial
metal construction with metal roof.Tyrone, Pennsylvania
    
    Concrete block with small tapered
beam type warehouse.Albia, Iowa
    
    Concrete block with prestressed
concrete roof construction.Madison Heights, Michigan
    
    Concrete, brick and partial metal
construction with metal roof.
 6




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ITEM 3  Legal Proceedings
  
 ITEM 4  Submission of Matters to a Vote of Security Holders
  7




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Executive Officers of the Registrant
  Name and Age of Officer
    
    
    
    
    
    Position
    
    Years an OfficerJohn A. Morrissey
    
    
    73
    
    
    Chairman, Chief
   Executive Officer
    
    
    28Michael J. Bourg
    
    
    46
    
    
    President, Chief Operating
   Officer and Treasurer
    
    
    10Kimberly A. Kirhofer
    
    
    50
    
    
    Secretary
    
    
    18
 
    
    Mr. Morrissey has been Chairman of the Board of Directors of the Company since November 1979, and
Chief Executive Officer since August 1981. He has been a director of the Company since 1968.
    
    Mr. Bourg has been President, Chief Operating Officer and Treasurer of the Company since May 2006.
He was Corporate Controller from December 1998 to November 2005. He became Vice President 
Finance in November 2005 and was named Executive Vice President in February 2006. He has been a
director of the Company since May 2006.
    
    Mrs. Kirhofer has been Secretary of the Company since August 1991, and was Assistant Secretary of
the Company from February 1991 through August 1991. Prior to that, she held various administrative
positions with the Company since May 1983.
 8




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PART II
 
 ITEM 5  Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
   
 ITEM 6  Selected Financial Data
  
 ITEM 7  Managements Discussion and Analysis of
Financial Condition and Results of Operations
 Forward-Looking Statements
  RESULTS OF OPERATIONS
  9




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2008 Compared to 2007
    DIVIDENDS
  10




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PROPERTY, PLANT AND EQUIPMENT
    LIQUIDITY AND CAPITAL RESOURCES
  Off-Balance Sheet Arrangements
   APPLICATION OF CRITICAL ACCOUNTING POLICIES
  11




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NEW ACCOUNTING STANDARDS
  OUTLOOK FOR 2009
     
 ITEM 7A Quantitative and Qualitative Disclosures About Market Risk
  
 ITEM 8  Financial Statements and
Supplementary Data
  
 ITEM 9  Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
  12




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ITEM 9A  Controls and Procedures
      13




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PART III
 
 ITEM 10  Directors, Executive Officers and Corporate Governance
   
 ITEM 11  Executive Compensation
   
 ITEM 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
   
 ITEM 13  Certain Relationships and Related Transactions, and Director Independence
  
 Item 14  Principal Accountant Fees and Services
  14




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PART IV
 
 ITEM 15  Exhibits and Financial Statement Schedules
  1.
    
    Financial Statements:See the section entitled Consolidated Financial Statements which appears on
page 17 of this report.2.
    
    Financial statement schedule and supplementary information
required to be submitted:See the section entitled Financial Statement Schedule which appears on pages
18 through 20 of this report.3.
    
    Exhibits:See the section entitled Exhibits which appears on page 21 of this report.
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SIGNATURES
  Chicago Rivet & Machine Co.By
    
    /s/ Michael J. BourgMichael J. BourgPresident and Chief Operating Officer
  /s/ John A. Morrissey
    
    Chairman of the Board of Directors,John A. Morrissey
    
    Chief Executive Officer (Principal Executive Officer) and Member of the Executive Committee March 20, 2009/s/ Michael J. Bourg
 Michael
J. Bourg
    
    President, Chief Operating Officer, Treasurer (Principal Financial and Accounting Officer), Member of the Executive Committee and DirectorMarch 20, 2009/s/ Edward L. Chott
    
    Director, Member ofEdward L. Chott
    
    the Audit Committee
March 20, 2009/s/ Kent H. Cooney
    
    Director, Member ofKent H. Cooney
    
    the Audit Committee
March 20, 2009/s/ William T. Divane, Jr.
    
    Director, Member ofWilliam T. Divane
    
    the Audit Committee
March 20, 2009/s/ George P. Lynch
    
    DirectorGeorge P. Lynch
    
    March 20, 2009/s/ John R. Madden
    
    Director, Member of the ExecutiveJohn R. Madden
    
    Committee and the Audit Committee
March 20, 2009/s/ Walter W. Morrissey
    
    Director, Member of the ExecutiveWalter W. Morrissey
    
    Committee
March 20, 2009
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CHICAGO RIVET & MACHINE CO.
 CONSOLIDATED FINANCIAL STATEMENTS
         17




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FINANCIAL STATEMENT SCHEDULE
 2008 and 2007
  PageFinancial Statement Schedule:Valuation and Qualifying Accounts (Schedule II)
    
    
    19Report of Independent Registered Public Accounting Firm on Financial Statement Schedule
    
    
    20
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Chicago Rivet & Machine Co.
 
 Schedule II  Valuation and Qualifying Accounts
 For the Years Ended December 31, 2008 and 2007
 Balance at
    
    Additions
    
    
    
    
    
    Balance atBeginning
    
    Charged to
    
    
    
    
    
    EndClassification
    
    of Year
    
    Expenses
    

Deductions (1)
    
    of Year2008Allowance for
doubtful accounts,
returns
and allowances
    
    $
    95,000
    
    
    $
    58,715
    
    
    $
    (11,285
    )
    
    $
    165,000Inventory valuation
allowance
    
    $
    475,000
    
    
    $
    385,166
    
    
    $
    280,166
    
    
    $
    580,0002007Allowance for
doubtful accounts,
returns
and allowances
    
    $
    150,000
    
    
    $
    (7,242
    )
    
    $
    47,758
    
    
    $
    95,000Inventory valuation
allowance
    
    $
    456,000
    
    
    $
    334,246
    
    
    $
    315,246
    
    
    $
    475,000
 
 (1)
    
    Accounts receivable written off are net of recoveries. 19




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20




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CHICAGO RIVET & MACHINE CO
 EXHIBITS
 INDEX TO EXHIBITS
 ExhibitNumber
    
    
    
    Page3.1
    
    Articles of Incorporation, as last amended
August 18, 1997. Incorporated by reference to
the Companys report on Form 10-K,
dated March 27, 1998. File number 0000-012273.2
    
    Amended and Restated By-Laws, as amended through
March 24, 2008.
    
    
    22  464.1
    
    Rights Agreement, dated November 22, 1999,
between the Company and First Chicago Trust Company
of New York as Rights Agent. Incorporated
by reference to the Companys report on
Form 10-K, dated March 29, 2000. File number 0000-0122713*
    
    Annual Report to Shareholders for the year
ended December 31, 2008.
    
    
    47  6214
    
    Code of Ethics for Principal Executive and Senior
Financial Officers. Incorporated by reference to
the Companys report on Form 10K, dated
March 29, 2005. File number 0000-0122721
    
    Subsidiaries of the Registrant.
    
    
    6331.1
    
    Certification of Principal Executive Officer Pursuant to
Rule 13a-14(a) or 15d-14(a) as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
    
    
    6431.2
    
    Certification of Principal Financial Officer Pursuant to
Rule 13a-14(a) or 15d-14(a) as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
    
    
    6532.1
    
    Certification of Principal Executive Officer Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
    
    
    6632.2
    
    Certification of Principal Financial Officer Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
    
    
    67
 
 *
    
    Only the portions of this exhibit which are specifically incorporated herein by
reference shall be deemed to be filed herewith. 21