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, 2000

       [ ]     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)

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

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 $3.75 as of February  28, 2001 was  approximately
$21,038,089 The number of shares outstanding of the registrant's common stock as
of February 28,2001 was 5,610,157

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2000 Annual Report to Shareholders are incorporated by reference
into Parts I, II and IV. Portions of the definitive  Proxy Statement dated March
27, 2001 to be delivered to  shareholders  in connection with the Annual Meeting
of  Shareholders  to be held April 27, 2001 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 the 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

                                     - 2 -
<PAGE>

                                     PART I

     Item Form 10-K Annual Report (the  "Report")  contains  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,
Keller  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  operated  22 trucks in 2000 which  delivered
approximately 80% of the Company's finished products

NARRATIVE DESCRIPTION OF BUSINESS

The Company  designs and  manufactures  various styles of solid wood dining room
and bedroom  furniture  using lumber which it has kiln dried at its  facilities.
The Company  dedicates certain  production  facilities to specific product lines
and generally  manufactures  products in response to customer orders. The dining
room furniture consists of chairs, tables,  chinas,  buffet/hutches and servers.
The  primary  items   manufactured   for  the  bedroom  are  chests,   dressers,
nightstands, beds, entertainment decks, mirrors and entertainment centers. There
are eight different product lines made of oak, one line made of cherry,  and one
of maple (the Company commonly refers to product lines as "groups" and the terms
will be used interchangeably herein). Another product line was introduced in the
Fall of 1998. This line is a product licensed by the PGA TOUR(R) ("PGA TOUR) and
is  marketing  as such.  The  licensing  agreement  between the PGA TOUR and the
company  gives the Company an  exclusive  license  with  respect to its bedroom,
dining room and casual dining furniture and a nonexclusive  license with respect
to its occasional furniture to use the verbiage "PGA TOUR" and "SENIOR PGA TOUR"
and the graphics  associated with this verbiage in the design of said furniture.
The  sale  of the  licensed  products  is  limited  to the  United  States,  its
territories and possessions and the Commonwealth of Puerto Rico. The term of the
license extends to December 3, 2001,  subject to certain events of default which
will grant the PGA TOUR the right of  termination  and subject to the  Company's
option for an additional three year term subject to agreement of the parties and
the Company's  satisfactory  performance under the terms of the license. The PGA
TOUR group is an antique English style made of oak. The group is priced slightly
higher than other groups  offered due to the royalty  fees  required for the PGA
TOUR licensing. The signature product for the group is a golf locker.


                                     - 3 -
<PAGE>

Keller's  newest  product line is,  "TRANSITIONS",  introduced at the High Point
October  2000  Market.  Mixing  elements of Shaker and  Missions  together  with
Contemporary  lines,  our  Transitions  collection  will allow the  retailer  to
display  several very active style  categories  with one group.  Transitions has
been the most successful  introduction,  with  approximately $2.5 million orders
written at market.  Shipments  of the new group are expected to start around the
middle of March 2001.

We have also expanded into occasional  offerings of our best-selling  Dining and
Bedroom Groups; Chestnut Creek's Occasional Group, PGA Tour Home Collection, and
Casual  Cherry  Dining  Collection,  these  collections  combine solid wood with
wrought iron.

The Company's  products are sold primarily in the middle to  upper-middle  price
range.  Net sales  from  Bedroom  Furniture,  over the past  three  years,  have
exceeded net sales from Dining Room Furniture. Bedroom Furniture Sales increased
from 51.1% in 1997 to 51.5% in 1998 and 51.6% in 1999,  however in 2000  Bedroom
Furniture  Sales  decreased  to 49.8%  with  Dining  Room  Sales  at  48.0%  and
Occasional  Furniture  at 1.2% of total Net  Sales.  The  sales  for  Occasional
Furniture  were  approximately  3.6% of total  Net Sales in 1999.  In 2000,  the
Bedroom Furniture ranged in price from $1,699 to $4,999. Dining Room Sets ranged
from $1,299 to $4,999.

The Company sells its products  nationwide  through an exclusive  sales force of
commissioned  employees  to  approximately  1,600  national,  regional and local
furniture  chains,  independent  furniture  retailers and  warehouse  showrooms.
According to Furniture Design & Manufacturing Magazine, Keller Manufacturing was
ranked 106th in sales among  furniture  manufacturers  in North America in 1999.
The Company's  Multi-Media Plan is a pre-established  fund used to advertise and
promote  the  Company's   products.   The  Multi-Media   Plan  is  budgeted  for
approximately  $1,355,000 in 2001 and is included in the  Company's  advertising
budget.  The  Company  also  promotes  its  products at the  International  Home
Furnishings  Center at High Point,  North Carolina by leasing  showroom space to
display its products at home  furnishings  trade shows.  Keller will be dropping
its sponsorship with the PGA TOUR in March 2001.  However,  Keller will keep its
licensing agreement with the PGA TOUR and continue to produce the PGA TOUR line.

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.  Material prices had declined in 1999 compared
to 1998.  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 increased in 2000
with Cherry Lumber increasing  approximately 40%. The cost of lumber is expected
to decline  during  2001.  For the first half of 2001 the  purchase of lumber is
being  reduced in order to lower  inventory.  The purchase of lumber  during the
year will depend on the Company's orders received from our customers.


                                     - 4 -
<PAGE>

PATENTS, TRADEMARKS, LICENSES OR FRANCHISES

The Company  currently  holds no patents or franchises.  The Company does have a
licensing  agreement  with the PGA TOUR. 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 will have a
large effect on how strong or weak sales will be in 2001.

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 ten largest  customers  accounted for approximately 40% of its net
sales in 2000. The Company's largest customer, Haverty's Furniture ("Havertys"),
accounted for  approximately 16% of the Company's net sales in 2000. The loss of
Havertys or another large customer  could have a material  adverse effect on the
Company.  Orders  decreased  approximately  $259,000  in 2000 due  primarily  to
economic downturn.

BACKLOG
-------

Backlog  orders  believed to be firm as of December 31, 2000 were  approximately
$1,844,000  compared to $8,508,000 in 1999 and  $6,286,000 in 1998.  Backlog was
reduced  to  lower  than  usual  due to slow  down in  fourth  quarter  economy.
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.


                                     - 5 -
<PAGE>

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.

There is a growing number of import  furniture from China.  Mostly it is made up
of promotional and is a veneered product.  Although it's not direct competition,
imports  have taken  more  floor and  warehouse  space.  Keller  has  launched a
National Floor Sales  Training  Campaign to get all retail floor sales people to
differentiate us vs. imports.

There are three primary  methods of competition  in the furniture  manufacturing
industry:

        1.       Product Quality
        2.       Price; and
        3.       Customer Service.

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 in customer  service  areas.  The company's
entire product lines may be made available currently 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.

RESEARCH AND TECHNICAL DEVELOPMENT

The Company's  expenditures on research and development activities can be broken
down into two categories,  product development and tooling.  Product development
consists of research  and design,  with some design  being  outsourced.  Tooling
entails the purchase of tools, patterns, equipment and labor associated with the
introduction of a new group.  Product  Development  expenses for 1998, 1999, and
2000 have been approximately $52,000, $99,000 and $73,000, respectively. Product
Development  costs  increased to $99,000 for 1999 due to an arrangement  for the
Product Designer  receiving a percentage for all PGA TOUR GROUP Orders.  Because
of decline  in PGA Orders in 2000  product  developments  costs were  reduced to
approximately $73,000.


                                     - 6 -
<PAGE>

The tooling cost over the past four years  including  1997,  1998, 1999 and 2000
were approximately  $273,000,  $386,000,  $275,000, and $282,000,  respectively.
Tooling  cost in the future  could  remain about the same or decline due to more
furniture parts being outsourced, requiring no tooling cost for those parts.

ENVIRONMENTAL MATTERS

The Company has made no material expenditures in 2000 due to fines or corrective
actions for  environmental  violations at any of its facilities  through 2000. A
project has been  completed in 2000 to install a new dust  collection  system at
the  Corydon,  Indiana  facility  intending  to  eliminate  any  potential  OSHA
violations for dust particles in the Mill  Departments.  This system reduces the
amount of solids found in the water  drainage,  and keeps the company within the
city of  Corydon's  Water  Department's  standards.  Both  the  Corydon's  Water
Department's standards.  Both the Corydon and New Salisbury facilities have been
granted air  permits  from the State of Indiana and the  Culpeper  facility  has
applied for an air permit from Virginia.

EMPLOYEES

The Company employed 721 individuals as of December 31, 2000,  consisting of 606
hourly  employees,  83  salaried  employees,  23  salesmen  and  nine  executive
officers.  None of the employees  belong to a labor union.  The Company believes
its relations with its employees are good.

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>
   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,  we have  increased  the  shipping  capacity  by 18,000 Sq. Ft. at our New
Salisbury plant.  The Company,  as a whole, at the end of 2000, was estimated to
be at 100% capacity for a single shift, 65% for a double shift.

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 2000.



                                     - 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 2000 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 2000 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 2000 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 2000  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, 2000 and 1999
     o    Consolidated  Statements of Income for the three years ended  December
          31, 2000
     o    Consolidated  Statements of  Stockholders'  Equity for the three years
          ended December 31, 2000
     o    Consolidated  Statements  of Cash  Flows  for the  three  years  ended
          December 31, 2000
     o    Notes to Consolidated Financial Statements

ITEM 9. CHANGES IN  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 27, 2001, for the Annual Meeting of Shareholders to be held on April
27, 2001 (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 3 and 4 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, 2000 and 1999    Item 8
  Consolidated Statements of Income for the three years
           ended December 31, 2000                                Item 8
  Consolidated Statements of Stockholders' Equity for the
           three years ended December 31, 2000                    Item 8
  Consolidated Statements of Cash Flows for the three years
           ended December 31, 2000                                Item 8
  Notes to Consolidated Financial Statements                      Item 8
</TABLE>

          (2)  Financial Statement Schedule

               Schedules  for the  year  ended  December  31,  2000 and 1999 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, 2001


     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
---------------------------------        and Director
Steven W. Robertson                     March 28, 2001


/s/ Robert W. Byrd                      Chairman and Director
---------------------------------       March 28, 2001
Robert W. Byrd


/s/ Danny L. Utz                        Vice President-Finance
---------------------------------      (Principal Financial and Accounting
Danny L. Utz                              Officer) and Director
                                        March 28, 2001

/s/ Scott A. Armstrong                  Director
---------------------------------       March 28, 2001
Scott A. Armstrong


/s/ Ronald W. Humin                     Director
---------------------------------       March 28, 2001
Ronald W. Humin


/s/ Philip L. Jacobs                    Director
---------------------------------       March 28, 2001
Philip L. Jacobs


/s/ Marvin C. Miller                    Director
---------------------------------       March 28, 2001
Marvin C. Miller


/s/ John C. Schenkenfelder              Director
---------------------------------       March 28, 2001
John C. Schenkenfelder


/s/ Bradford T. Ray                     Director
---------------------------------       March 28, 2001
Bradford T. Ray

                                     - 11 -
<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 ON     DEDUCTIONS       BALANCE AT
                                        BEGINNING          COSTS &         WRITTEN OFF      (BAD DEBTS         END OF
         DESCRIPTION                    OF PERIOD         EXPENSES            ACCTS.        WRITE OFFS)        PERIOD
         -----------                    ---------         --------            ------        -----------        ------

<S>                                       <C>             <C>               <C>               <C>             <C>
YEAR ENDED DECEMBER 31, 2000

Deducted from asset accts ................$257,118        $199,516          $   ---           $235,506        $121,128
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

YEAR ENDED DECEMBER 31, 1998
Deducted from asset accts ................$336,716        $    ---          $   119           $ 45,385        $ 29,450
Allowance for doubtful accounts

</TABLE>


                                                         - 12 -
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders of
The Keller Manufacturing Company, Inc.
Corydon, Indiana

We  have  audited  the   consolidated   financial   statements   of  The  Keller
Manufacturing Company, Inc. and subsidiary (the Company) as of December 31, 2000
and 1999, and for each of the three years in the period ended December 31, 2000,
and have issued our report  thereon  dated  February  21, 2001;  such  financial
statements  and report are included in your 2000 Annual  Report to  Stockholders
and are incorporated herein by reference. Our audits also included the financial
statement schedule of the Company,  listed in Item 14. This financial  statement
schedule is the responsibility of the Company's  management.  Our responsibility
is to express an opinion  based on our audits.  In our opinion,  such  financial
statement  schedule,   when  considered  in  relation  to  the  basic  financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.


DELOITTE & TOUCHE LLP
February 21, 2001
Louisville, Kentucky

                                     - 13 -
<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  number 2 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  number 2 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  number 2 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 number 2 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 number 2 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 number 2 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  number 2 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  number 2 Form 10, filed July 23,  1999,  File No.
                    000-25939).

10.02               Form of Lease  Agreement by and between  1355 Market  Street
                    Associates,  L.P.  d/b/a San Francisco Mart and the Company.
                    (Incorporated by reference to Exhibit 10.02 to the Company's
                    Amendment  number 2 Form 10, filed July 23,  1999,  File No.
                    000-25939).

                                     - 14 -
<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
                    number 2 Form 10, Filed July 23, 1999, File No. 000-25939).

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

10.11               License  Agreement  by and  between the Company and PGA TOUR
                    Licensing (Incorporated by reference to Exhibit 10.11 to the
                    Company's  Amendment  number 2 Form 10, filed July 23, 1999,
                    File No. 000-25939).

10.12               Sponsorship  Agreement  by and  between  the Company and PGA
                    TOUR,  Inc.  (Incorporated  by reference to Exhibit 10.12 to
                    the  Company's  Amendment  number 2 Form 10,  filed July 23,
                    1999, File No. 000-25939).

13.01               2000 Annual Report.

21.01               Subsidiaries of Company

23.01               Consent of Deloitte & Touche LLP Independent Auditors.


                                     - 15 -