SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM 10-K


[ X ]          ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
               EXCHANGE ACT OF 1934

               For the Fiscal year Ended December 31, 2001

[   ]          TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15  (d)  OF  THE
               SECURITIES EXCHANGE ACT OF 1934

               For the Transition Period From _____________to ______________.


                        COMMISSION FILE NUMBER 000-25939

                     THE KELLER MANUFACTURING COMPANY, INC.
             (Exact name of registrant as specified in its charter)


          INDIANA                                             35-0435090
          -------                                             ----------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           identification No.)

            701 N. WATER ST.
            CORYDON, INDIANA                                   47112
            ----------------                                   -----
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code         812-738-2222
                                                           ------------

        Securities registered pursuant to Section 12(b) of the Act: None

Securities  registered  pursuant to Section 12(g) of the Act:  Common Stock - No
Par Value

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 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,  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|

         The aggregate market value of common stock, (the only class of
          equity outstanding), held by non-affiliates of the Registrant
          based on the closing price of the common shares of $2.85 as
              of February 28, 2002 was approximately $15,430,216.
           The number of shares outstanding of the registrant's
               common stock as of February 28,2002 was 5,414,111.


                       DOCUMENTS INCORPORATED BY REFERENCE

       Portions of the 2001 Annual Report to Shareholders are incorporated
        by reference into Parts I, II and IV. Portions of the definitive
            Proxy Statement dated March 26, 2002 to be delivered to
               shareholders in connection with the Annual Meeting
                   of Shareholders to be held April 26, 2002
                  are incorporated by reference into Part III.
<PAGE>

                                TABLE OF CONTENTS
                                -----------------


Number                                                                     Page
------                                                                     ----

PART I

ITEM 1   Business                                                           3


ITEM 2   Properties                                                         7

ITEM 3   Legal Proceedings                                                  7

ITEM 4   Submission of Matters to a Vote of Security Holders                7


PART II

ITEM 5   Market for Registrant's Common Equity and Related                  8
           Stockholder Matters

ITEM 6   Selected Financial Data                                            8

ITEM 7   Management's Discussion and Analysis of Financial                  8
           Conditions and Results of Operations

ITEM 8   Financial Statements and Supplementary Data                        8

ITEM 9   Changes in and Disagreements with Accountants on                   8
           Accounting and Financial Disclosures


PART III

ITEM 10  Directors and Executive Officers of the Registrant                 9

ITEM 11  Executive Compensation                                             9

ITEM 12  Security Ownership of Certain Beneficial Owners                    9
           And Management

ITEM 13  Certain Relationships and Related Transactions                     9


PART IV

ITEM 14  Exhibits, Financial Statement Schedules and Reports               10
           On Form 8-K

Signatures                                                                 11

<PAGE>
                                     PART I

     Certain  Items of this Annual  Report or Form 10-K (the  "Report")  contain
     certain statements that are "forward-looking statements" within the meaning
     of Section 27A of the  Securities  Act of and Section 21E of the Securities
     Exchange Act of 1934, as amended.  Those  statements  appear in a number of
     places in this  Report and may  include  statements  regarding  the intent,
     belief or current  expectations of the Company or its officers with respect
     to (i) the  Company's  strategic  plans,  (ii) the  policies of the Company
     regarding  capital  expenditures,  financing and other  matters,  and (iii)
     industry trends affecting the Company's  financial  condition or results of
     operations.  Readers of this  Report are  cautioned  that  reliance  on any
     forward-looking  statement involves risks and  uncertainties.  Although The
     Keller  Manufacturing  Company,  Inc.  (the  "Company")  believes  that the
     assumptions on which the  forward-looking  statements  contained herein are
     based are reasonable, any of those assumptions could prove to be inaccurate
     given the inherent  uncertainties  as to the occurrence or nonoccurrence of
     future  events.  There  can  be  no  assurance  that  the  forward  looking
     statements  contained  in  this  Report  will  prove  to be  accurate.  The
     inclusion of a forward-looking statement herein should not be regarded as a
     representation  by the  Company  that  the  Company's  objectives  will  be
     achieved.

Item 1. Business

General Development of Business

The  Company  history  dates back to 1866 when the  "Keller  Store" in  Corydon,
Indiana was  established.  From that time,  the  operation  entered into various
businesses,  including running an electrical light plant,  manufacturing  spokes
for farm wagons, operation in a hub-mill, farm wagon production, building barns,
producing wooden porch furniture, wooden truck bodies and refrigerator boxes, as
well as making end tables,  magazine  racks,  chair parts - and by 1933,  a drop
leaf table.  The Company was incorporated in 1906 under the laws of the State of
Indiana.

Over 300,000 wagons were built from 1901-1912.  In 1942, however,  the invention
of the farm tractor made the Keller wagon obsolete  thereby  causing the Company
to end its wagon  production.  In late 1943,  the  Company  developed  household
furniture,  including  breakfast room suites and dinettes.  In the early 1960's,
The  Company  introduced  its  first  bedroom  group.  A new  plant was built at
Culpeper, Virginia in 1965 and a third plant was built in 1973 at New Salisbury,
Indiana.  In 1979,  the  Company  leased  four  trucks and  trailers  to deliver
furniture  directly to their  furniture  dealers.  In 1996,  the Company  formed
Keller Dedicated Trucking,  Inc. ("Keller Trucking"),  a wholly owned subsidiary
of the Company.  Its primary  function is to provide  delivery  services for the
Company.  Keller  Trucking also transfers  materials  between  plants,  provides
delivery for some purchased merchandise and provides backhaul services for other
companies when  available.  Keller  Trucking  currently  operates with 22 trucks
delivering approximately 80% of the Company's finished products

Narrative Description of Business

The Company designs and  manufactures  various styles of solid wood dining room,
bedroom,  and  occasional  furniture.  The Company  manufactures  nine different
product lines:  eight made of oak, and one line made of cherry.  The dining room
furniture consists of tables,  chairs,  chinas and servers. The bedroom products
consist of beds,  dressers,  chests,  nightstands and mirrors. The primary items
manufactured  for  occasional  are  cocktail,   end,  sofa  tables,   and  small
entertainment  units.  Some  units  from  bedroom  furniture  are  also  used as
entertainment units.

Certain production facilities  manufacture specific product lines in response to
customer orders. Lumber is kiln dried at each facility.


                                     - 3 -
<PAGE>

In October 2001, The Company introduced its American  Restoration  collection at
the High Point  Market.  Arts and Crafts  style  inspired  the  collection.  The
elements  present in the group  include  exposed  dovetail  joints,  walnut plug
joinery, trellis grill work, exclusively designed hardware and straw glass which
give  it  an  authentic  look  but  today's  modern  consumer  appeal.  American
Restoration  Dining  began  shipping  in November  2001,  and the balance of the
collection began shipping during the first quarter 2002.

Another  collection,  Transitions,  introduced in October 2000 began shipping in
March 2001. The  collection  generated  approximately  $6.9 million in orders in
2001. The PGA Tour Home Collection was discontinued in 2001.

The  Company's  products are sold  primarily in the middle to upper price range.
The 2001 breakdown of sales per category  represents a planned shift of emphasis
to the Company  becoming a complete  resource for retailers in Dining,  Bedroom,
and Occasional.  Net sales of Bedroom accounted for approximately 49.6% of total
volume in 2001,  compared  to  approximately  49.8% in 2000.  Dining  sales were
approximately  44.4% of total volume in 2001,  compared to approximately  48% in
2000,  and Occasional  approximately  6% of total volume in 2001, an increase of
approximately 4.8% over 2000's approximate 1.2% total. The retail price range of
Keller  products in Bedroom  are $1,999 - $4,999,  Dining  $1,499 - $4,999,  and
Occasional $899 - $1,999.

The  Company  sells  its  products   nationwide  through  a  sales  force,  with
approximately  85% of the sales force being company  employees and approximately
15%  independent  representatives.  The  Company  sells to  approximately  1,500
national,  regional and local furniture chains,  independent furniture retailers
and  warehouse  showrooms.  The Company  shows and  promotes  its product at the
International  Home  Furnishings  Center in High Point,  North Carolina where it
leases a 7,000 sq. ft.  showroom.  The Company  uses a  pre-established  fund to
advertise  and promote the  Company's  products.  The fund for 2001  contributed
approximately $1.3 million in additional  advertising,  including TV commercials
and CD ROMs made available to retailers.

Raw Materials

The Company  purchases  lumber from  approximately  50 suppliers  with no single
supplier  representing  over 10% of  purchases.  There  has  been no  difficulty
experienced in obtaining lumber. There are three primary grades of hardwood: #1,
#2 and #3. #1 is the highest  quality  with the least  defects  while #3 has the
greatest number of defects.  The Company purchases #2 grade lumber, cuts out any
defects and uses this refined #2 in its  manufacturing  process.  This  practice
allows the Company to manufacture  furniture of comparable  quality to furniture
made from #1 grade lumber but on a more cost efficient basis. The cost of lumber
declined during 2001 from an average cost of $506 per 1,000 feet in 2000 to $424
per 1,000 feet in 2001.  The  purchase of lumber  during the year depends on the
Company's orders received from our customers.


Patents, Trademarks, Licenses or Franchises

The Company  currently  holds no patents or  franchises.  The  Company  Logo was
changed in 2000 to "KELLER  FURNITURE",  replacing  the old  Company  Logo after
approximately  forty  years.  The new  Logo is not  considered  to  provide  any
financial  benefit to the  Company.  The Logo was changed for trade and consumer
purposes only.

Seasonal Effects

In previous years the Company has  experienced  some seasonal  effects on sales.
The slowest period for sales has traditionally been the second quarter. However,
in 2000 and 1999 the slowest period for sales was the fourth quarter.  And while
the third quarter has  traditionally  been the strongest  quarter for sales,  in
2000 and 1999 the first quarter was the  strongest.  This was due in part to the
orders  taken on new  introductions  in 3rd and 4th  quarters and shipped in the
first quarter of 2000 and 1999. The economy and consumer  confidence had a large
effect on 2001.  Orders were down all four quarters  with an overall  decline of
approximately 9.0% compared to orders written in 2000.



                                     - 4 -
<PAGE>

Working Capital

The  furniture  manufacturing  industry has no standard  guideline  for carrying
working  capital and the Company  does not  require  its  retailers  to maintain
minimum  working  capital.  The Company meets dealer  demand by  scheduling  cut
packages  based on current and  estimated  sales mixes with high volume  dealers
receiving priority on quick shipment of merchandise.

The Company  offers  extended  payment terms to customers for damaged items that
are  repairable.  Each  retailer  is  provided  a list of items  that are deemed
replaceable and will be given an allowance for shop time to repair. Usually, any
defect to  merchandise  that would  require  larger than a 25% discount  will be
returned to the Company.  Since the Company has its own trucking subsidiary,  it
is better equipped than the industry in general to receive returned  merchandise
on a  cost-effective  basis.  Due to the high shipping costs by outside sources,
most of the industry offers discounts for dealers to keep defective merchandise.

Customers

The Company's twenty largest customers  accounted for approximately 47.5% of its
net sales in 2001.  The Company's  largest  customer,  Haverty's,  accounted for
approximately  15% of the  Company's  net sales in 2001.  The loss of  Haverty's
Furniture or another large customer could have a material  adverse effect on the
Company.

Backlog

Backlog  orders  believed to be firm as of December 31, 2001 were  approximately
$1.8 million.  Currently,  all orders placed with the Company will be filled and
shipped  as  ordered  within  four  weeks.  The  Company  does,  however,  allow
modification or cancellations of orders up to the time the product is loaded for
shipment.  A cancellation at such a late stage is subject to a monetary  penalty
and occurs only infrequently.

Competition

As the Company  continues to expand its product line, it becomes more  difficult
to identify a specific  competitive  market. The Company currently  manufactures
and  competes in lines of bedroom,  dining room and  occasional  furniture,  and
sells to retailers  nationwide.  The  Company's  products  fall in the middle to
upper-middle  price line.  The  Company's  direct  competitors  include  Kincaid
Furniture Co. ("Kincaid"),  Cochrane Furniture ("Cochrane"),  Sumter Cabinet co.
("Sumter"), Mobel, Inc. ("Mobel"), Durham Furniture, Inc. ("Durham"), Richardson
Brothers Co. ("Richardson Brothers") and Kimball Furniture ("Kimball").  Kincaid
is considered the Company's most direct competitor,  and its dining, bedroom and
occasional  groups are the strongest  competing  products  against the Company's
product lines. Cochrane and Sumter are the next most competitive companies. They
both  compete in the dining and bedroom  categories.  Cochrane is  strongest  in
dining room lines and Sumter is strongest in the bedroom  lines.  Both Mobel and
Durham compete directly with the Company in bedroom lines.  Richardson  Brothers
and Kimball  both offer lines in dining  room and bedroom  categories  but don't
offer the number of products  within these groups as the  aforementioned  direct
competitors.



                                     - 5 -
<PAGE>

There is a significant amount of furniture being imported from China.  According
to a  Furniture/Today  article,  dated  February 4, 2002,  Volume 25, Number 22,
Mann, Armistead & Epperson Industry Analysts estimated

42% of the wood products  sold in the United  States in 2001 were  imports.  The
predominant  make-up of the product  imported were veneers and in styles with an
ornate look. The Company currently imports 6% of its line, with the bulk of such
imports being wrought iron from Mexico.

To combat  imports in 2001,  Keller  concentrated  its efforts on educating  the
retail  floor  salespeople  on  Keller  product.   The  three  main  areas  that
differentiate Keller are:

         1.  Solid Wood
         2.  Made In America
         3.  Quality Construction

The Company has several attributes,  which it believes, when combined, afford it
a  competitive  advantage.  The Company  specializes  in dining room and bedroom
furniture made of solid wood. Solid wood furniture is considered  higher quality
than furniture made from composite materials.  This is a valuable marketing tool
in selling to consumers.  Moreover,  the Company applies a protective  finish to
its products,  which is more durable than that of most of its  competitors.  The
Company's  products are priced  competitively for high quality furniture and the
range of retail prices  available  for various  product lines makes its products
available to a wide range of customers.

The Company also  believes it is  positioned  to  effectively  compete  based on
customer service. The Company's product line may currently be made available for
delivery to a customer in four weeks.  Products  are cut based on demand,  which
also improves the average delivery time. Moreover, the Company manufactures most
of its own parts  and  dries all of its own  lumber.  All  bending  for  chairs,
headrests  and bows are also  processed  internally.  Finally,  Keller  Trucking
delivers  80% of the  Company's  merchandise  which is shipped.  This allows the
furniture  to be  delivered  faster  and at a  lower  cost  than  using  outside
resources.  These  factors  allow the Company to produce  quality  furniture  at
competitive prices.

Environmental Matters

Pursuant  to an  Agreed  Order  with the  Indiana  Department  of  Environmental
Management, the Company has procedural and record keeping improvements have been
put in place to prevent air quality  violations.  Conditions of the Agreed Order
consisted of completion of a Supplemental  Environmental  Project (SEP). The SEP
consists of installing filters on all existing spray booths at the Corydon Plant
to more efficiently capture over spray from the spray finishing  operation.  The
SEP must be completed by May 23, 2002.  Environment  projects  completed in 2001
include  construction  of a finish  material  storage  structure at the Culpeper
plant and  installation  of improved  monitoring  equipment on the New Salisbury
sewage treatment plant.

Employees

The Company employed 530 individuals as of December 31, 2001,  consisting of 432
hourly employees,  69 salaried employees,  21 salesmen and 8 executive officers.
None of the  employees  belong  to a  labor  union.  The  Company  believes  its
relations with its employees are good.


                                     - 6 -
<PAGE>

Item 2. Properties

The following  table sets forth  certain  information  concerning  the Company's
manufacturing  facilities:  All  manufacturing  facilities and properties listed
below are owned by the Company.

<TABLE>
<CAPTION>
                                                          Approximate Size
                                                          ----------------
   Location                   Description              In Sq. Ft.       Acres
   --------                   -----------              ----------       -----
<S>                           <C>                       <C>             <C>
   Corydon, Indiana           Corporate Office          236,681         63.07
                              and Manufacturing

   New Salisbury, Indiana     Manufacturing             203,004         91.39

   Culpeper, Virginia         Manufacturing             185,660         60.18
</TABLE>

The  Corydon,  Indiana  plant is the  original  facility  that the  Company  has
operated since its incorporation in 1906. In 1966, the Culpeper,  Virginia plant
was built,  and its twin plant in New  Salisbury,  Indiana was built in 1974. In
2000, the Company  increased the shipping  capacity by 18,000 Sq. Ft. at our New
Salisbury plant.

Item 3. Legal Proceedings

The Company is involved in routine  litigation  incidental to the conduct of its
business.  The Company  believes that the outcome of these routine  matters will
not have a material  adverse  effect on its  business,  operations  or financial
condition.

Item 4. Submission of Matters to a vote of Security Holders

No matters were  submitted to a vote of security  holders of the Company  during
the fourth quarter of 2001.


                                     - 7 -
<PAGE>

                                     Part II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

The information set forth on page 8 of the 2001 Annual Report to Shareholders is
incorporated herein by reference as filed herewith as Exhibit 13.01.

Item 6. Selected Financial Data

The information set forth on Page 1 of the 2001 Annual Report to Shareholders is
incorporated herein by reference and is filed herewith as Exhibit 13.01.

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

The information set forth on pages 2-8 of the 2001 Annual Report to Shareholders
is incorporated herein by reference as filed herewith as Exhibit 13.01.

Item 8. Financial Statements and Supplementary Data

The following  financial  statements  for the Company and  independent  auditors
report  set forth on pages 9-21 of the 2001  Annual  Report to  Shareholders  is
incorporated herein by reference and is filed herewith as Exhibit 13.01.

o    Independent Auditor's Report

o    Consolidated Balance Sheets as of December 31, 2001 and 2000

o    Consolidated  Statements of Operations  for the three years ended  December
     31, 2001

o    Consolidated  Statements of Stockholders'  Equity for the three years ended
     December 31, 2001

o    Consolidated  Statements  of Cash Flows for the three years ended  December
     31, 2001

o    Notes to Consolidated Financial Statements

Item 9. Changes  in  and  Disagreements   with  Accountants  on  Accounting  and
        Financial Disclosure

There have been no disagreements with the Company's  independent auditors on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure or any reportable events.



                                     - 8 -
<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

Information with respect to Directors may be found under the caption  "Directors
and Executive Management Officers" on pages 4-6 of the Company's Proxy Statement
dated March 26, 2002, for the Annual Meeting of Shareholders to be held on April
26, 2002 (the "Proxy  Statement").  Such  information is incorporated  herein by
reference.

Item 11. Executive Compensation

The  information in the Proxy  Statement set forth under the caption  "Executive
Compensation" on page 7 is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The information  set forth in the Proxy  Statement  under the caption  "Security
Ownership  of Certain  Beneficial  Owners and  Management"  on pages 2 and 3 are
incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

None.



                                     - 9 -
<PAGE>

                                   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)  The financial statements set forth under Item 8 of this report on Form
          10-K are incorporated herein by reference.

<TABLE>
<CAPTION>
                                                                Location in 10-K
                                                                ----------------

<S>                                                                   <C>
   Independent Auditor's Report                                       Item 8
   Consolidated Balance Sheets as of December 31, 2001 and 2000       Item 8
   Consolidated Statements of Operations for the three years
     ended December 31, 2001                                          Item 8
   Consolidated Statements of Stockholders' Equity for the
     three years ended December 31, 2001                              Item 8
   Consolidated Statements of Cash Flows for the three years
     ended December 31, 2001                                          Item 8
   Notes to Consolidated Financial Statements                         Item 8
</TABLE>

     (2)  Financial Statement Schedule

          Schedules  for the year ended  December 31, 2001 and 2000 are included
          herein.

     II.  VALUATION AND QUALIFYING ACCOUNTS

          All other  schedules  are  omitted,  as the  required  information  is
          inapplicable  or the  information  is  presented  in the  consolidated
          financial statements or the related notes.

     (3)  Exhibits

          See the Index to Exhibits on page 12 of this Form 10-K.

     (b)  Reports on Form 8-K

          No  reports  on Form 8-K  were  filed  during  fourth  quarter  of the
          Company's fiscal year.



                                     - 10 -
<PAGE>

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


                                 THE KELLER MANUFACTURING COMPANY,  INC.



                                 By /s/ Steven W. Robertson
                                    --------------------------------------------
                                    Steven W. Robertson
                                    President and Chief Executive Officer
                                    March 28, 2002


     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.


/s/ Steven W. Robertson
-------------------------------    President, Chief Executive Officer
Steven W. Robertson                  and Director
                                   March 28, 2002

/s/ Robert W. Byrd
-------------------------------    Chairman and Director
Robert W. Byrd                     March 28, 2002


/s/ Danny L. Utz
-------------------------------    Vice President-Finance
Danny L. Utz                         (Principal Financial and Accounting
                                     Oficer) and Director
                                   March 28, 2002

/s/ Scott A. Armstrong
-------------------------------    Director
Scott A. Armstrong                 March 28, 2002


/s/ Ronald W. Humin
-------------------------------    Director
Ronald W. Humin                    March 28, 2002


/s/ Philip L. Jacobs
-------------------------------    Director
Philip L. Jacobs                   March 28, 2002


/s/ Marvin C. Miller
-------------------------------    Director
Marvin C. Miller                   March 28, 2002


/s/ John C. Schenkenfelder
-------------------------------    Director
John C. Schenkenfelder             March 28, 2002


/s/ Bradford T. Ray
-------------------------------    Director
Bradford T. Ray                    March 28, 2002



                                     - 11 -

<PAGE>

                                INDEX TO EXHIBITS


Exhibit
Number                              Description of Exhibit
------                              ----------------------

 3.01          Restated  Articles of Incorporation of the Company  (Incorporated
               by reference to Exhibit 3.01 to the Company's  Amendment No. 2 to
               its  Registration  Statement on Form 10 filed July 23, 1999, File
               No. 000-25939).

 3.02          Articles of Amendment of the Restated  Articles of  Incorporation
               of the Company  (Incorporated by reference to Exhibit 3.02 to the
               Company's  Amendment No. 2 to its Registration  Statement on Form
               10, filed July 23, 1999, File No. 000-25939).

 3.03          Articles of Amendment of the Restated  Articles of  Incorporation
               of the Company  (Incorporated by reference to Exhibit 3.03 to the
               Company's  Amendment No. 2 to its Registration  Statement on Form
               10, filed July 23, 1999, File No. 000-25939).

 3.04          Bylaws of the Company  (Incorporated by reference to Exhibit 3.04
               to the Company's Amendment No. 2 to its Registration Statement on
               Form 10, filed July 23, 1999, File No. 000-25939).

 4.01          Form of Shareholders  Rights Agreement,  dated as of December 18,
               1998, by and between the Company and J.J.B. Hilliard, W.L. Lyons,
               Inc. as Rights Agent  (Incorporated  by reference to Exhibit 4.01
               to the Company's Amendment No. 2 to its Registration Statement on
               Form 10, filed July 23, 1999, File No. 000-25939).

 4.02          See Article IV of the Restated  Articles of  Incorporation of the
               Company  found in Exhibit  3.01  (Incorporated  by  reference  to
               Exhibit 4.02 to the Company's Amendment No. 2 to its Registration
               Statement on Form 10, filed July 23, 1999, File No. 000-25939).

 4.03          See Article II of the Bylaws of the Company found in Exhibit 3.04
               (Incorporated  by  reference  to  Exhibit  4.03 to the  Company's
               Amendment No. 2 to its  Registration  Statement on Form 10, filed
               July 23, 1999, File No. 000-25939).

 10.01         Form of "Lease of Space in International Home Furnishings Center"
               dated  as of  May  1,  1999,  by  and  between  the  Company  and
               International  Home  Furnishings  Center,  Inc.  (Incorporated by
               reference to Exhibit  10.01 to the  Company's  Amendment No. 2 to
               its Registration  Statement on Form 10, filed July 23, 1999, File
               No. 000-25939).

<PAGE>

 10.03         Form of "Effective  Management  Systems,  Inc.  Software License,
               Professional Services and Support Purchase Agreement" dated as of
               July 6, 1998, by and between the Company and Effective Management
               Systems, Inc.  (Incorporated by reference to Exhibit 10.03 to the
               Company's  Amendment No. 2 to its Registration  Statement on Form
               10, Filed July 23, 1999, File No. 000-25939).

 10.05         Form of "Lease  Agreement" by and between the Company and Trailer
               Leasing  Company.  (Incorporated by reference to Exhibit 10.05 to
               the Company's  Amendment No. 2 to its  Registration  Statement on
               Form 10, filed July 23, 1999, File No. 000-25939).

 10.06         Form of  "Ryder  Truck  Rental,  Inc.  Truck  Lease  and  Service
               Agreement"  by and between  the  Company and Ryder Truck  Rental,
               Inc. with  accompanying  schedules  (Incorporated by reference to
               Exhibit   10.06  to  the   Company's   Amendment  No.  2  to  its
               Registration  Statement on Form 10, filed July 23, 1999, File No.
               000-25939)  .  10.07  Schedules  to  Exhibits  10.04  and  10.05.
               (Incorporated  by  reference  to Exhibit  10.07 to the  Company's
               Amendment No. 2 to its  Registration  Statement on Form 10, filed
               July 23, 1999, File No. 000-25939).

 10.08         The Keller  Manufacturing  Company,  Inc.  Craftsman Stock Option
               Plan (Incorporated by reference to Exhibit 10.08 to the Company's
               Amendment No. 2 to its  Registration  Statement on Form 10, filed
               July 23, 1999, File No. 000-25939).

 10.09         The Keller Manufacturing  Company, Inc. Board of Directors' Stock
               Bonus Awards Plan  (Incorporated by reference to Exhibit 10.09 to
               the Company's  Amendment No. 2 to its  Registration  Statement on
               Form 10, filed July 23, 1999, File No. 000-25939).

 10.10         The Keller  Manufacturing  Company,  Inc.  Incentive  Program for
               Executive  Personnel  (Incorporated by reference to Exhibit 10.10
               to the Company's Amendment No. 2 to its Registration Statement on
               Form 10, filed July 23, 1999, File No. 000-25939).

 13.01         2001 Annual Report.

 21.01         Subsidiaries of Company

 23.01         Consent of Deloitte & Touche LLP Independent Auditors

<PAGE>

<TABLE>
<CAPTION>
                                    SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                        THE KELLER MANUFACTURING COMPANY, INC.


                                          Col. A          Col. B            Col. C           Col. D          Col. E
                                          ------          ------            ------           ------          ------
                                        BALANCE AT      CHARGED TO       COLLECTION        DEDUCTIONS      BALANCE AT
                                         BEGINNING       COSTS &        ON WRITEN OFF      (BAD DEBTS        END OF
      DESCRIPTION                         PERIOD         EXPENSES           ACCTS.         WRITE OFFS)       PERIOD
      -----------                         ------         --------           ------         -----------       ------

<S>                                       <C>            <C>                <C>             <C>             <C>
YEAR ENDED DECEMBER 31, 2001

Deducted from asset accts...............  $221,128       $110,000           $  ---          $ 43,503        $287,625
Allowance for doubtful accounts

YEAR ENDED DECEMBER 31, 2000
Deducted from asset accts...............  $257,118       $199,516           $  ---          $235,506        $221,128
Allowance for doubtful accounts

YEAR ENDED DECEMBER 31, 1999
Deducted from asset accts...............  $291,450       $    ---           $2,875          $ 37,207        $257,118
Allowance for doubtful accounts
</TABLE>