UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

# FORM 10-K

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

OR
For the Fiscal year Ended December 31, 2002

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

|701 N. WATER ST.CORYDON, INDIANA(Address of principal executive offices) | 47112(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) hasbeen subject tofiling
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 |

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).        
Yes    |     |        
        
No    | 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 $3.00 as of
September 30, 2002 was approximately $15,905,493.
The number of shares  outstanding  of the  registrants  common stock as of
September 30, 2002 was 5,301,831.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2002 Annual Report to Shareholders are incorporated by reference
into Parts I, II, III and IV.  Portions of the definitive  Proxy Statement dated
March 25, 2003 to be delivered to  shareholders  in  connection  with the Annual
Meeting of Shareholders to be held April 25, 2003 are  incorporated by reference
into Part III.

# 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 Stockholder Matters | 8
|------ | --------------------------------------------------------------------- | -

|ITEM 6 | Selected Financial Data | 8
|------ | ----------------------- | -

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

|ITEM 7(a) | Quantitative and Qualitative Disclosures About Market Risk | 8
|--------- | ---------------------------------------------------------- | -

|ITEM 8 | Financial Statements and Supplementary Data | 8
|------ | ------------------------------------------- | -

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

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 And Management | 9
|------- | -------------------------------------------------------------- | -

|ITEM 13 | Certain Relationships and Related Transactions | 9
|------- | ---------------------------------------------- | -

|ITEM 14 | Controls and Procedures | 9
|------- | ----------------------- | -

PART IV

|ITEM 15 | Exhibits, Financial Statement Schedules and Reports On Form 8-K | 10
|------- | --------------------------------------------------------------- | --

|Signatures |  | 11
|---------- |  | --

 2 

# 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 1933 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 Keller Manufacturing  Company,  Inc. (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 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.

With the continued economic downturn,  which started for the Company in November
2000,  it was  announced  on  September  16, 2002 that the  Company  intended to
discontinue  operations  at the Culpeper,  Virginia  facility as of November 22,
2002. This decision was part of a comprehensive  plan to consolidate  production
into the two Indiana facilities.  Future growth of the Company will come from an
expansion of our New Salisbury facility.

## Narrative Description of Business

The Company designs and  manufactures  various styles of solid wood dining room,
bedroom,  and  occasional  furniture.  The Company  manufactures  ten  different
product lines: seven made of oak, two lines made of cherry, and one line made of
sycamore.  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 of occasional  furniture  manufactured  are cocktail
tables, end tables, 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 

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 also appeals to  todays  modern  consumer.
Certain elements of the American Restoration Dining collection 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.

Two new groups were introduced during 2002. Synergy, a solid sycamore collection
blending the classic with  whats  new,  was  introduced at the
April High Point Market.  The markets  orders totaled  approximately  $1.0
million and we began shipping in August 2002. NT/ New Traditions, a solid cherry
group  which was  introduced  at the  October  High  Point  Market,  offers  the
traditional yet modern look with unique elements that include marble and wrought
iron. The collection  generated  approximately $0.9 million in orders.  Shipping
will begin in the Spring of 2003.

The  Companys  products  are sold  primarily  in the middle to upper price
range.  The 2002  breakdown of sales per category  represents a planned shift of
emphasis  to the  Company  becoming a complete  resource  for  retailers  in the
Dining,  Bedroom,  and  Occasional  furniture  categories.  Net sales of Bedroom
accounted  for  approximately  49.6%  of  total  volume  in  2002,  compared  to
approximately  49.6% in 2001.  Dining  sales were  approximately  45.6% of total
volume in 2002,  compared to approximately 44.4% in 2001, and Occasionally sales
were approximately 4.8% of total volume in 2002,  compared to approximately 6.0%
in 2001.  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 square foot showroom.  The Company uses a pre-established fund to
advertise and promote the  Companys  products,  through mediums such as 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  from an average  cost of $424 per 1,000 feet in 2001 to $414 per 1,000
feet in 2002.  The amount of lumber  purchased  during any given 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.

 4 

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 and 2002.  Orders for 2002 were down all four quarters with
an  overall  decline  of  approximately  18.8%  compared  to orders  written  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 is found to offer  discounts for dealers to keep  defective
merchandise.

## Customers

The Companys twenty largest customers accounted for approximately 46.2% of
its net sales in 2002.  The  Companys  largest  customer,  Havertys,
accounted for approximately  10.0% of the  Companys net sales in 2002. 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, 2002 were  approximately
$3.3 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

Competition in the furniture industry is now a global arena. Imports from China,
Taiwan,  Vietnam,  as well as other  countries  make up 40% of the sales of wood
furniture in the United States.  The Company now must consider  several of these
import  companies  direct  competitors  even  though  their  products  cannot be
considered to be solid wood.

 5 

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.

The  competition in the furniture  industry is now a global arena.  Imports from
China,  Taiwan,  Vietnam, as well as other countries make up 40% of the sales of
wood furniture in the United States.  Keller now must consider  several of these
import  companies  direct  competitors  even  though  they  are not  solid
wood.  Some of these companies that are now in competition with Keller for
floor space are A-America, Aico, Legacy, and Rivers Edge.

Keller is  focused on  differentiating  our  products  from our  competitors  by
educating  the retail floor sales people and the end consumer on the  advantages
of: (1) Solid  Wood;  (2) Made In America;  (3) Quality  Construction/Protective
Finish;  (4)  Reliable   Delivery,   and;  (5)  Keller  History  and  Longevity.

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 was  completed  by May 23,  2002.  Environment  projects  completed  in 2001
include  construction  of a finish  material  storage  structure at the Culpeper
plant,  which was  closed  November  22,  2002,  and  installation  of  improved
monitoring equipment on the New Salisbury sewage treatment plant.

As of 2002,  Keller  Manufacturing  Company is in complete  compliance  with all
environmental  regulations at both the Indiana and Virginia plants. There are no
outstanding  issues in air, waste, storm water, or waste water compliance at any
of the plants.  There were no  environmental  issues  related to the shutdown or
closure of the Culpeper plant.

 6 

## Employees

The Company  employed 395  individuals as of December 31, 2002, in comparison to
530 last December 31. The reduced  employment level was due to the plant closing
in Culpeper,  Virginia as of November 22, 2002.  Of the 395  employees,  307 are
hourly employees,  60 salaried employees,  21 salesmen and 7 executive officers.

## 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.

| |  |  | Approximate Size | 
| |  |  | ---------------- | 

| | Location | Description | In Sq. Ft. | Acres
| | -------- | ----------- | ---------- | -----

| | Corydon, Indiana | Corporate Office
and Manufacturing | 236,681 | 63.07
| | ---------------- | ---------------------------------- | ------- | -----

| | New Salisbury, Indiana | Manufacturing | 203,004 | 91.39
| | ---------------------- | ------------- | ------- | -----

| | Culpeper, Virginia | Manufacturing | 185,660 | 60.18
| | ------------------ | ------------- | ------- | -----

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.  On November 22,  2002,  the  Culpeper  plant was closed.  The
information   under  the  heading   Facility   Closure  and  Restructuring
Plan  on page 9 of the 2002 Annual Report to Shareholders,  filed herewith
as Exhibit 13.01,  is  incorporated  herein by reference.  The Company is in the
process of  attempting  to sell the  Culpeper  plant and intends to complete the
transaction during 2003.

## 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 2002.

 7 

# Part II

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

The  information  set forth on page 9 and Note 9 to the financial  statements of
the Company on page 22 of the 2002 Annual Report to Shareholders, filed herewith
as Exhibit 13.01, is incorporated herein by reference.

Please see Item 12 of this  report for a  description  of the  Company's  equity
compensation plans.

## Item 6.        Selected Financial Data

The information  set forth on page 1 of the 2002 Annual Report to  Shareholders,
filed  herewith  as  Exhibit  13.01,  is   incorporated   herein  by  reference.

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

The  information  set forth on pages 2 through  9 of the 2002  Annual  Report to
Shareholders,  filed  herewith  as  Exhibit  13.01,  is  incorporated  herein by
reference.

## Item    7(a).        Quantitative    and
Qualitative Disclosures About Market Risk

Nothing to report.

## Item 8.        Financial  Statements and
Supplementary Data

The following  financial  statements  for the Company and  independent  auditors
report  set  forth  on  pages  10  through  25 of  the  2002  Annual  Report  to
Shareholders,  filed  herewith  as  Exhibit  13.01,  is  incorporated  herein by
reference.

| |  | Independent Auditor's Report
| | - | ----------------------------

| |  | Consolidated Balance Sheets as of December 31, 2002 and 2001
| | - | ------------------------------------------------------------

| |  | Consolidated  Statements of Operations for the three years ended December 31,
2002
| | - | ----------------------------------------------------------------------------------

| |  | Consolidated Statements of changes in Stockholders  Equity for the three
years ended December 31, 2002
| | - | -------------------------------------------------------------------------------------------------------

| |  | Consolidated Statements of Cash Flows for the three years ended December
31, 2002
| | - | ---------------------------------------------------------------------------------

| |  | 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 

# PART III

Item 10.        
Directors and Executive Officers of the Registrant

Information   with  respect  to  Directors   may  be  found  under  the  caption
Election  of  Directors  on pages 3 through 5 of the  Companys
Proxy  Statement dated March 25, 2003, for the Annual Meeting of Shareholders to
be held on April 25, 2003. Such information is incorporated herein by reference.
The  information  provided  under the  heading  Section  16(a)  Beneficial
Ownership  Reporting  on page 12 of the Proxy  Statement  is  incorporated
herein by reference.

## Item                11.        Executive
Compensation

The   information   in  the  Proxy   Statement   set  forth  under  the  caption
Executive   Compensation   on  page  5  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 1 and 2 are incorporated herein by reference.

Disclosure with Respect to the Company's Equity Compensation Plans

|Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options | Weighted Average Exercise Price of Outstanding Options | Number of Securities  Remaining  Available for Future  Issuance under the Equity
Compensation     Plan    (excluding     Securities)     Reflected    in    First
Column
|------------- | ---------------------------------------------------------------------- | ------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Equity compensation plans approved by
    security holders | n/a | n/a | n/a
|---------------------------------------------------------- | --- | --- | ---

|Equity compensation plans not approved by
    security holders | 91,500 | $4.21 | 86,700
|-------------------------------------------------------------- | ------ | ----- | ------

|Total | 91,500 | $4.21 | 86,700
|----- | ------ | ----- | ------

For additional information regarding the Company's stock option plan, please see
Note 9 in the Notes to Consolidated Financial Statements in the Company's Annual
Report, which is incorporated herein by reference.

## Item  13.        Certain   Relationships
and Related Transactions

The Company had  approximately  $90,000 payable to a board member for consulting
services.

## Item       14.        Controls       And
Procedures

Based on their most recent evaluation, which was completed within 90 days of the
filing of this Form 10-K, the  Companys  Chief Executive Officer and Chief
Financial Officer believe the Companys  disclosure controls and procedures
(as defined in Exchange  Act Rules  13a-14 and 15d-14) are  effective  in timely
alerting the Companys  management to material  information  required to be
included  in this  Form 10-K and  other  Exchange  Act  filings.  There  were no
significant  changes in the  Companys  internal  controls or other factors
that could  significantly  affect these controls subsequent to the date of their
evaluation,  and there were no significant  deficiencies or material  weaknesses
which required corrective actions.

 9 

# PART IV

Item   15.        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.
| |  | --- | -----------------------------------------------------------------------------------------------------------------

| |  |  |  | Location in 10-K
| |  |  |  | ----------------

| |  | Independent Auditors Report |  | Item 8
| |  | ---------------------------- |  | ------

| |  | Consolidated Balance Sheets as of December 31, 2002 and 2001 |  | Item 8
| |  | ------------------------------------------------------------ |  | ------

| |  | Consolidated Statements of Operations for the three years
    ended December 31, 2002 |  | Item 8
| |  | ------------------------------------------------------------------------------------- |  | ------

| |  | Consolidated Statements of Changes In Stockholders' Equity
    for the three years ended December 31, 2002 |  | Item 8
| |  | ---------------------------------------------------------------------------------------------------------- |  | ------

| |  | Consolidated Statements of Cash Flows for the three years
    ended December 31, 2002 |  | Item 8
| |  | ------------------------------------------------------------------------------------- |  | ------

| |  | Notes to Consolidated Financial Statements |  | Item 8
| |  | ------------------------------------------ |  | ------

| |  | (2) | Financial Statement Schedule
Schedules  for the years ended  December 31, 2002,  2001,  and 2000 are included
herein.
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 

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, 2003
| | --------------------------------------------------------------------------------------------------------------------------------------------

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
Steven W. Robertson |  | President, Chief Executive Officer and Director
March 28, 2003
|---------------------------------------------- |  | --------------------------------------------------------------

|Robert W. Byrd |  | Chairman and Director
March 28, 2003
|-------------- |  | ------------------------------------

|/s/    Danny L. Utz
Danny L. Utz |  | Vice President-Finance, Treasurer
Chief Financial Officer and Director
March 28, 2003
|-------------------------------- |  | -------------------------------------------------------------------------------------

|/s/    Scott A. Armstrong
Scott A. Armstrong |  | Director
March 28, 2003
|-------------------------------------------- |  | -----------------------

|Ronald W. Humin |  | Director
March 28, 2003
|--------------- |  | -----------------------

|/s/    Philip L. Jacobs
Philip L. Jacobs |  | Director
March 28, 2003
|---------------------------------------- |  | -----------------------

|/s/    John C. Schenkenfelder
John C. Schenkenfelder |  | Director
March 28, 2003
|---------------------------------------------------- |  | -----------------------

|Bradford T. Ray |  | Director
March 28, 2003
|--------------- |  | -----------------------

|Larry M. Roy |  | Director
March 28, 2003
|------------ |  | -----------------------

 11 

# CERTIFICATIONS

I, Steven W. Robertson, Chief Executive Officer, certify that:

|1. | I have reviewed this annual report on Form 10-K of The Keller Manufacturing Company, Inc.;
|-- | ------------------------------------------------------------------------------------------

|2. | Based on my knowledge,  this annual report does not contain any untrue statement
of a  material  fact or omit to  state a  material  fact  necessary  to make the
statements made, in light of the circumstances  under which such statements were
made, not  misleading  with respect to the period covered by this annual report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based  upon  my  knowledge,  the  financial  statements,   and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant  as of,  and  for,  the  periods  presented  in this  annual  report;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The  registrants  other  certifying  officers  and I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | b) | evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this annual report our conclusions  about the  effectiveness of the
disclosure  controls and procedures based on our evaluation as of the Evaluation
Date;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants  other certifying officers and I have disclosed,  based on
our most recent  evaluation,  to the  registrants  auditors  and the audit
committee of  registrants  board of directors (or persons  performing  the
equivalent functions):
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all  significant  deficiencies  in the design or operation of internal  controls
which could adversely affect the registrants  ability to record,  process,
summarize   and   report   financial   data   and   have   identified   for  the
registrants auditors any material weaknesses in internal controls; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any fraud, whether or not material,  that involves management or other employees
who have a significant role in the registrant's internal controls; and
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | The  registrants  other  certifying  officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date:    March 28, 2003

| | /s/  Steven W. Robertson
Steven W. Robertson
Chief Executive Officer
| | --------------------------------------------------------------------

 12 

# CERTIFICATIONS

I, Danny L. Utz, Chief Financial Officer, certify that:

|1. | I have reviewed  this annual report on Form 10-K of The Keller  Manufacturing
Company, Inc.;
|-- | --------------------------------------------------------------------------------------------

|2. | Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Based upon my  knowledge,  the  financial  statements,  and other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | The  registrants  other  certifying  officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | b) | evaluated the  effectiveness of the  registrants  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the Evaluation Date); and
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c) | presented in this annual report our conclusions  about the  effectiveness  of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | The registrants  other certifying officers and I have disclosed,  based
on our most recent evaluation,  to the registrants  auditors and the audit
committee of  registrants  board of directors (or persons  performing  the
equivalent functions):
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | a) | all  significant  deficiencies  in the design or operation of internal  controls
which could adversely affect the registrants  ability to record,  process,
summarize   and   report   financial   data   and   have   identified   for  the
registrants auditors any material weaknesses in internal controls; and
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b) | any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|6. | The registrants  other certifying officers and I have indicated in this
annual report whether there were significant  changes in internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date:    March 28, 2003

| | /s/ Danny L. Utz
Danny L. Utz
Chief Financial Officer
| | -----------------------------------------------------

 13 

# INDEX TO EXHIBITS

|ExhibitNumber |  | 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).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|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).
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 14 

|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 |  | 2002 Annual Report.
|----- |  | -------------------

|21.01 |  | Subsidiaries of Company
|----- |  | -----------------------

|99.03 |  | Independent Auditors' Report
|----- |  | ----------------------------

|23.01 |  | Consent of Deloitte & Touche LLP Independent Auditors
|----- |  | -----------------------------------------------------

|99.01 |  | Certificate of Chief Executive Officer
|----- |  | --------------------------------------

|99.02 |  | Certificate of Chief Financial Officer
|----- |  | --------------------------------------

 15 

SCHEDULE  II -  VALUATION  AND  QUALIFYING  ACCOUNTS  THE  KELLER  MANUFACTURING
COMPANY, INC.

| | Col. A | Col. B | Col. C | Col. D | Col. E
| | ------ | ------ | ------ | ------ | ------

|DESCRIPTION | BALANCE AT
BEGINNINGOF PERIOD | CHARGED
TO COSTS& EXPENSES | COLLECTION
ON WRITTENOFF ACCTS. | DEDUCTIONS
(BAD DEBTSWRITE OFFS) | BALANCE
AT ENDOF PERIOD
|----------- | ----------------------------- | -------------------------- | ------------------------------- | -------------------------------- | -----------------------

|YEAR ENDED DECEMBER 31, 2002
Deducted from asset accts
Allowance for doubtful accounts | $287,625 | $291,727 | $ 3,605 | $163,233 | $419,724
|-------------------------------------------------------------------------------------- | -------- | -------- | ------- | -------- | --------

|YEAR ENDED DECEMBER 31, 2001
Deducted from asset accts
Allowance for doubtful accounts | $221,128 | $110,000 | $      | $ 43,503 | $287,625
|-------------------------------------------------------------------------------------- | -------- | -------- | ------- | -------- | --------

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