<PAGE>   1
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
                                   FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
 
                  For the fiscal year ended December 31, 1995
 
                                       OR
 
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
 
          For the transition period from             to             .
 
                         Commission File Number 0-1227
                          CHICAGO RIVET & MACHINE CO.
             (Exact Name of Registrant as Specified in Its Charter)
 
                                    Illinois
                        (State or Other Jurisdiction of
                         Incorporation or Organization)
                                   36-0904920
                                (I.R.S. Employer
                              Identification No.)
 
                               901 Frontenac Road
                                 Naperville, IL
                    (Address of Principal Executive Offices)
                                     60563
                                   (Zip Code)
 
       Registrant's Telephone Number, Including Area Code: (708) 357-8500
 
          Securities registered pursuant to Section 12(b) of the Act:
 
<TABLE>
<CAPTION>
                                   NAME OF EACH EXCHANGE
     TITLE OF EACH CLASS            ON WHICH REGISTERED
------------------------------    ------------------------
<S>                               <C>
Common Stock--$2.00 Par Value     American Stock Exchange
                                    (Trading privileges
                                           only,
                                      not registered)
</TABLE>
 
          Securities registered pursuant to Section 12(g) of the Act:
 
                                     None.
--------------------------------------------------------------------------------
                                (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, (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), 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 ]
 
     STATE THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES
OF THE REGISTRANT. THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO
THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF
SUCH STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF FILING.
                      $14,528,786 AS OF FEBRUARY 14, 1996
 
 COMMON SHARES OUTSTANDING AS OF FEBRUARY 14, 1996 WERE 585,748 ($2 PAR VALUE)
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     (1) PORTIONS OF THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR
ENDED DECEMBER 31, 1995 (THE "1995 REPORT") ARE INCORPORATED BY REFERENCE IN
PARTS I, II AND IV OF THIS REPORT.
     (2) PORTIONS OF THE COMPANY'S DEFINITIVE PROXY STATEMENT WHICH IS TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE
COMPANY'S 1996 ANNUAL MEETING OF SHAREHOLDERS ARE INCORPORATED BY REFERENCE IN
PART III OF THIS REPORT.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                                                                 PAGE 1 OF
                                                  EXHIBIT INDEX IS ON PAGE
<PAGE>   2

                                      -2-

                          CHICAGO RIVET & MACHINE CO.
                        PERIOD ENDING DECEMBER 31, 1995



<TABLE>
<CAPTION>

Item                                                                 Page
No.                                                                  No.
----                                                                 ----
<S>  <C>                                                             <C>
                                     Part I

1.   Business                                                          3
2.   Properties                                                        4
3.   Legal Proceedings                                                 4
4.   Submission of Matters to a Vote of Security Holders               5



                                    Part II

5.   Market for Registrant's Common Equity and Related Stockholder
     Matters                                                           7
6.   Selected Financial Data                                           7
7.   Management's Discussion and Analysis of Financial Condition and
     Results of Operations                                             7
8.   Financial Statements and Supplementary Data                       7
9.   Changes in and Disagreements with Accountants on Accounting
     and Financial Disclosure                                          7

                                    Part III

10.  Directors and Executive Officers of the Registant                 7
11.  Executive Compensation                                            8
12.  Security Ownership of Certain Beneficial Owners and Management    8
13.  Certain Relationships and Related Transactions                    8

                                    Part IV

14.  Exhibits, Financial Statement Schedules, and Reports on 
     Form 8-K                                                          8


</TABLE>











<PAGE>   3



                                      -3-

                                     PART I

ITEM 1 - BUSINESS

     The Company operates in the fastener industry in the United States,
producing and selling rivets, automatic rivet setting machines, parts and tools
for such machines, and the leasing of automatic rivet setting machines. For
further discussion regarding the Company's operations see Note 1 which appears
on page 8 of the Company's 1995 Annual Report to Shareholders, incorporated
herein by reference.  The 1995 Annual Report is filed as an exhibit to this
report.

     The principal market for the fastener industry operations is the
automotive and appliance industries within the United States.  Sales are
generally solicited by independent sales representatives.

     The industry in which the Company operates is characterized by active and
substantial competition.  No single company dominates the industry.  The
Company's competitors include both larger and smaller manufacturers, and
segments or divisions of large, diversified companies with substantial
financial resources.  Principal competitive factors in the market for the
Company's products are quality, service, reliability and price.

     The Company serves a wide variety of customers.  Sales are heaviest to the
automotive and appliance industries.  No material part of the business is
dependent upon a single customer.  Information concerning backlog of orders is
not considered material to the understanding of the Company's business due to
relatively short delivery cycles.  The level of business activity of the
Company's business is closely related to the overall index of industrial
activity in the United States.

     On May 7, 1993, the Company acquired certain assets of Textron, Inc.'s
Townsend Automation division.  Townsend Automation was a manufacturer of
customized fastener installation and automated assembly equipment, standard
rivet setting equipment and a line of specialty fasteners used primarily in the
fastener industry.  The assets acquired consisted of inventories, machinery and
equipment, tooling, drawings and certain other intangible assets of the
division.  The acquisition was financed from available funds and the total
price paid amounted to approximately $2 million, including legal and
professional fees and the cost of relocating the assets to existing company
facilities.  This transaction has enhanced the Company's product lines and
expanded its customer base.  For further information regarding the acquisition,
see Note 11 which appears on page 9 of the Company's 1995 Annual Report to
Shareholders, incorporated herein by reference.  The 1995 Annual Report is
filed as an exhibit to this report.

     The Company's business has historically been somewhat stronger during the
first half of the year.

     In conformity with industry practice, the Company does not provide credit
terms in excess of thirty days.


<PAGE>   4

                                      -4-

     The Company purchases raw materials, primarily wire materials used in the
manufacture of rivets, from large domestic metal product manufacturers.
There are numerous sources of raw materials, and the Company does not have to
rely on a single source for any of its requirements.  The Company is not aware
of any significant problem in the availability of raw materials used in its
production.

     Patents, trademarks, licenses, franchises and concessions are not of
significant importance to the business of the Company.

     The Company does not engage in basic research activities, but rather in
ongoing product improvement and development.  The amounts spent on product
development activities in the last three years were not material.

     At December 31, 1995, the Company employed 296 people.

     The Company has no material foreign operations, and sales to foreign
customers are a minor portion of the Company's total sales.

     The Company was incorporated in Illinois in 1927.

ITEM 2 - PROPERTIES

     The Company conducts its fastener manufacturing and warehousing operations
in four plants, which are described below.   All Company-owned properties are
held in fee and are used for the manufacture and warehousing of the Company's
products.  All plants are considered suitable and adequate for their present
use.  The Company also currently maintains a small sales office in Norwell,
Massachusetts in a leased facility.

                        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 shed.
         
Jefferson, Iowa                Steel tapered beam construction.
         

Albia, Iowa                    Concrete block with prestressed concrete
                               roof construction.

ITEM 3 - LEGAL PROCEEDINGS

        The Company is, from time to time, involved in litigation, including    
environmental claims, in the normal course of business.  With regard to
environmental claims, the Company, and a

<PAGE>   5




                                      -5-

former subsidiary, W.S. & W.C., Inc., have been named by state and/or  federal
government agencies as  "potentially responsible parties"  with respect to
certain waste disposal sites.  The specific sites in which the Company and/or
its former subsidiary are involved are as follows:  the Industrial Solvents and
Chemicals Site in York County Pennsylvania, the government agency involved at
this site is the Pennsylvania Department of Environmental Protection and the
Company has been involved since November  1990; the Delta Chemicals Site,
Armstrong County, Pennsylvania, the government agency involved is the
Pennsylvania Department of Environmental Protection, and the Company has been
involved since November 1993; and the Ninth Avenue Site, Gary, Indiana.  With
regard to the sites in Pennsylvania, the Company, along with other potentially
responsible parties,  has entered into consent agreements with the Pennsylvania
Department of Environmental Protection providing for remediation of the sites.
For the Ninth Avenue Site, proceedings, instituted in December 1994,  are
pending in The Ninth Avenue Remedial Group v. Allis Chalmers, et al in the
Northern District of Indiana.  As a potentially responsible party, the Company,
or its former subsidiary, may be considered jointly and severally liable, along
with other potentially responsible parties, for the cost of remediation of
these waste sites.  The actual cost of remediation is presently unknown;
however, estimates currently available suggest that the cost of  remediation at
these sites will be between $100 million and $133 million. Despite the joint
and several nature of liability, these proceedings are frequently resolved on
the basis of the quantity and type of waste disposed by the parties.  The
actual amount of liability for the Company, and its former subsidiary, is
unknown due to disagreement  concerning the allocation of responsibility,
uncertainties regarding the amount of contribution that will be available from
other parties and uncertainties related to insurance coverage.  After
investigation of the quantities and type of waste disposed at these sites, it
is management's opinion that any liability will not be material to the
Company's financial condition.  Nevertheless, it is unlikely that the Company
will  not incur significant costs associated with these proceedings and,
accordingly, the Company has recorded a total liability of approximately
$639,000 related to these matters. The adequacy of this reserve will be
reviewed periodically as more definitive cost information becomes available.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

     No matter was submitted to a vote of the Company's shareholders during the
fourth quarter of 1995.

                      Executive Officers of the Registrant
                      ------------------------------------

     The names, ages and positions of all executive officers of the Company, as
of March 28, 1996, are listed below.  Officers are elected annually by the
Board of Directors at the meeting of the directors immediately following the
Annual Meeting of Shareholders.  There are no family relationships among these
officers, nor any arrangement or understanding between any officer and any
other person pursuant to which the officer was selected.




<PAGE>   6

                                      -6-


<TABLE>
<CAPTION>
                                                                     Number of Years
Name and Age of Officer                   Position                    an Officer
-----------------------                   -----------------------  ------------------
<S>                      <C>              <C>                      <C> 

John A. Morrissey        60               Chairman, Chief
                                          Executive Officer                  16

John C. Osterman         44               President, Chief
                                          Operating Officer
                                          and Treasurer                      12

Donald P. Long           44               Vice President - Sales             1

Stephen D. Voss          34               Assistant Treasurer and
                                          Corporate Controller               7

Kimberly A. Kirhofer     37               Secretary                          5
</TABLE>



-  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. Osterman has been President, Chief Operating Officer and Treasurer of the
   Company since September 1987.   He was Assistant Secretary from November
   1983 to May 1985 when he became Assistant Vice President-Administration.  He
   became Vice President-Administration in May 1986 and was named Executive
   Vice President in May 1987.  He has been a director of the Company since May
   1988.

-  Mr. Long has been Vice President - Sales of the Company since November 1994,
   and was Director of Sales and Marketing of the Company from March 1993
   through November 1994.  Prior to that, he was employed by Townsend Engineered
   Products, a maker of rivets, cold-formed fasteners and rivet setting
   equipment in various sales management positions for more than 5 years.

-  Mr. Voss has been Assistant Treasurer of the Company since May 1992 and has
   been Controller of the Company since November 1988.

-  Mrs. Kirhofer has been Secretary of the Company since August 1991, and was
   Assistant Secretary of the Company from February 1991 through August
   1991.  She has been employed by the Company for more than five years, during
   which she held various administrative positions.



<PAGE>   7


                                      -7-

                                    PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND
RELATED SECURITY HOLDER MATTERS
-------------------------------------------------

     The Company's common stock is traded on the American Stock Exchange
(trading privileges only, not registered).  As of March 5, 1996 there were 547
record holders of such stock.  The information on the market  price of, and
dividends paid with respect to, the Company's common stock, set forth in the
section entitled "Information on Company's Common Stock" which appears on page
11 of the 1995 Annual Report is incorporated herein by reference.  The 1995
Annual Report is filed as an exhibit to this report.

ITEM 6 - SELECTED FINANCIAL DATA
--------------------------------

     The section entitled "Selected Financial Data" which appears on page 10 of
the 1995 Annual Report is incorporated herein by reference.  The 1995 Annual
Report is filed as an exhibit to this report.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------

The section entitled "Management's Discussion and Analysis of Financial
Condition and Results of Operations" which appears on pages 1 through 3 of the
1995 Annual Report is incorporated herein by reference.  The 1995 Annual Report
is filed as an exhibit to this report.

ITEM 8 - FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
---------------------------------

     See the sections entitled "Financial Statements" and "Financial Statement
Schedule" which appear on pages 11 through 13 of this report.

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
---------------------------------------------------------

     There have been no changes in or disagreements with accountants requiring
disclosure herein.

                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

     The information with respect to the Board of Directors' nominees for
directors that is not related to security ownership, which is set forth in the
section entitled "Election of Directors" on pages 3 through 6 of the Company's
1996 Proxy Statement, is incorporated herein by reference.  The 1996 Proxy
Statement is to be filed with the Securities and Exchange Commission in

<PAGE>   8


                                      -8-

connection with the Company's 1996 Annual Meeting of Shareholders.  The
information called for with respect to executive officers of the Company is
included in Part I of this Report on Form 10-K under the caption "Executive
Officers of the Registrant."

ITEM 11 - EXECUTIVE COMPENSATION
--------------------------------

     The information set forth in the section entitled "Executive Compensation"
which appears on pages 7 through 9 of the Company's 1996 Proxy Statement and
the information relating to compensation of directors set forth in the last
paragraph of the section entitled "Additional Information Concerning the Board
of Directors and Committees" which appears on pages 6 and 7 of the Company's
1996 Proxy Statement is incorporated herein by reference.  The 1996 Proxy
Statement is to be filed with the Securities and Exchange Commission in
connection with the Company's 1996 Annual Meeting of Shareholders.


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

     The information set forth in the section entitled "Principal Shareholders"
on pages 2  and 3 of the Company's 1996 Proxy Statement and the information
with respect to security ownership of the Company's directors and officers set
forth in the section entitled "Election of Directors" on pages 3  through 6 of
the Company's 1996 Proxy Statement is incorporated herein by reference.  The
1996 Proxy Statement is to be filed with the Securities and Exchange Commission
in connection with the Company's 1996 Annual Meeting of Shareholders.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

     The information relating to the law firm of Morrissey & Robinson set forth
in the last sentence of footnote (2) on page 5 of the Company's 1996 Proxy
Statement is incorporated herein by reference.  The 1996 Proxy Statement is to
be filed with the Securities and Exchange Commission in connection with the
Company's 1996 Annual Meeting of Shareholders.


                                    PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS ON FORM 8-K
---------------------------------------

     (a) The following documents are filed as a part of this report:

     1.  Financial Statements:

         See the section entitled "Financial Statements" which appears on page 
         11 of this report.



<PAGE>   9


                                      -9-

     2.  Financial statement schedule and supplementary information required to
         be submitted.

         See the section entitled "Financial Statement Schedule" which appears
         on pages 12 and 13 of this report.

     3.  Exhibits:

         See the section entitled "Exhibits".

     (b) Reports on Form 8-K

         The Company was not required to file Form 8-K during the last
         quarter or year ended December 31, 1995.























<PAGE>   10



                                     -10-


                                   SIGNATURES
                                   ----------

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Chicago Rivet & Machine Co. has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

                                      Chicago Rivet & Machine Co.


                                      By         John C. Osterman       
                                         ------------------------------
                                         John C. Osterman, President and 
                                         Chief Operating Officer

Date  March 28, 1996
      --------------

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:


John A. Morrissey    Chairman of the Board of
-----------------    Directors, Chief Executive
John A. Morrissey    Officer and Member of the 
                     Executive Committee                        March 28, 1996
                                                                --------------
                                                                              
                                                                              
 John C. Osterman    President, Chief Operating                               
 ----------------    Officer, Treasurer (Chief                                
 John C. Osterman    Financial Officer), Member of the                        
                     Executive Committee and Director           March 28, 1996
                                                                --------------
                                                                              
                                                                              
Robert K. Brown      Director and Member of                                   
-------------------  the Executive Committee                    March 28, 1996
Robert K. Brown                                                 --------------
                                                                              
                                                                              
                                                                              
                                                                              
Walter W. Morrissey  Director, Member of                                      
-------------------  Executive Committee                                      
Walter W. Morrissey  and Member of Audit                                      
                     Committee                                  March 28, 1996
                                                                --------------
                                                                              
                                                                              
Stephen D. Voss      Assistant Treasurer and                                  
---------------      Controller (Principal Accounting                         
Stephen D. Voss      Officer)                                   March 28, 1996
                                                                --------------
                                                                

<PAGE>   11



                                      -11-


                          CHICAGO RIVET & MACHINE CO.

                              FINANCIAL STATEMENTS

     The financial statements, together with the notes thereto and the report
thereon of Price Waterhouse LLP dated March 1, 1996, appearing on pages 4 to 10
of the accompanying 1995 Annual Report, and the section entitled "Quarterly
Financial Data (Unaudited)" appearing on page 11 of the accompanying 1995
Annual Report are incorporated herein by reference.  With the exception of the
aforementioned information and the information incorporated in Items 1, 3, 5, 6
and 7 herein, the 1995 Annual Report is not to be deemed filed as part of this
Form 10-K Annual Report.


Financial Statements from 1995 Annual Report (Exhibit 13 hereto):





                                                                          Page 
                                                                          ---- 

       Balance Sheets (pages 4 & 5 of 1995 Annual Report)                 
                                                                           
       Statements of Operations (page 6 of 1995 Annual Report)             
                                                                           
       Statements of Retained Earnings (page 6 of 1995 Annual              
       Report)                                                             
                                                                           
       Statements of Cash Flows (page 7 of 1995 Annual Report)             
                                                                           
       Notes to Financial Statements (pages 8 and 9 of 1995 Annual         
       Report)                                                             
                                                                           
       Report of Independent Accountants (page 10 of 1995 Annual Report    
                                                                           
       Quarterly Financial Data (Unaudited)                                
       (page 11 of 1995 Annual Report)                                     
                                                                       



<PAGE>   12



                                      -12-


                          FINANCIAL STATEMENT SCHEDULE

                              1995, 1994 AND 1993
                              -------------------

     The following financial statement schedule should be read in conjunction
with the financial statements and the notes thereto in the 1995 Annual Report.
Financial statement schedules not included herein have been omitted because
they are not applicable or the required information is shown in the financial
statements or notes thereto.

<TABLE>
<CAPTION>
                                                                     Page
                                                                     ----
<S>                                                                <C> 
Financial statement schedule:


             Valuation and Qualifying Accounts (Schedule VIII)        13


Report of Independent Accountants on
             Financial Statement Schedule                             14
</TABLE>









<PAGE>   13




                                     - 13 -

                          CHICAGO RIVET & MACHINE CO.
               SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993



<TABLE>
<CAPTION>
                                     Additions
                        Balance      charged to                            Balance
                       at beginning  costs and                  Other      at end
Classification          of year      expenses    Deductions   adjustments  of year
---------------------  ------------  ----------  -----------  -----------  --------
<S>                    <C>           <C>         <C>          <C>          <C>

1995
Allowance for doubtful
accounts, returns and
allowances             $120,000      $64,000     $17,366 (1)  $            $166,634
                       ========      =======     =======      ========     ========


1994
Allowance for doubtful
accounts, returns and
allowances             $80,000       $52,468     $12,468 (1)               $120,000
                       =======       =======     =======      =========    ========


1993
Allowance for doubtful
accounts, returns and
allowances             $50,000       $48,894     $18,894 (1)  $            $80,000
                       =======       =======     =======      =========    =======
</TABLE>




(1)   Accounts receivable written off, net of recoveries.



<PAGE>   14



                                     - 14 -

                      Report of Independent Accountants on
                          Financial Statement Schedule




To the Board of Directors
of Chicago Rivet and Machine Co.

Our audits of the financial statements referred to in our report dated
March 1, 1996 appearing on page 10 of the 1995 Annual Report to Shareholders of
Chicago Rivet and Machine co. (which report and financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedule listed in Item 14(a) of this Form
10-K.  In our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related financial statements.



PRICE WATERHOUSE LLP


Chicago, Illinois
March 1, 1996











<PAGE>   15




                                      -15-


                          CHICAGO RIVET & MACHINE CO.

                                    EXHIBITS


                               INDEX TO EXHIBITS




Exhibit
Number                                                   Page
------                                                   ----
 2.1  Purchase and Sale Agreement dated February 18,
      1993.  Incorporated by reference to Company's
      Current Report on Form 8-K, dated May 7, 1993.

 3.1  Article of Incorporation and Charter.
      Incorporated by reference to Company's
      report on Form 10, dated March 30, 1935.

 3.2  Certified copy of articles of Amendment to
      Articles of Incorporation , dated November 4,
      1959.  Incorporated by reference to Company's
      report on Form 8-A, dated April 30, 1965.

 3.3  Amendment of Articles of Incorporation
      creating a class of 500,000 shares of no
      par value preferred stock.  Incorporated by
      reference to Company's report on Form 10-K,
      dated April 30, 1972.

 3.4  Amended and Restated By-Laws, dated February
      20, 1989.  Incorporated by reference to
      Company's report on Form 10-K for the
      year ended December 31, 1988.


*13   Annual Report to Shareholders for the year
      ended December 31, 1995.                      

27.1  Financial Data Schedule.


* Only the portions of this exhibit which are specifically incorporated herein
  by reference shall be deemed to be filed herewith.