EXHIBIT 10.2

                 FIRST AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT


                    This  First  Amendment  to   Term  Loan  and   Security
          Agreement (the "First Amendment") is made and entered into as  of
          September 27, 1996, by and between Congress Financial Corporation
          (Central) ("Lender") and  Keystone Consolidated Industries,  Inc.
          ("Borrower").

                                      RECITALS


          A.   Borrower and Lender  are parties to  that certain Term  Loan
               And Security Agreement dated as  of December 30, 1993  ("the
               Term Loan  Agreement").    Capitalized terms  used  and  not
               otherwise defined in  this Agreement  are used  as they  are
               defined in the Term Loan Agreement.

          B.   Borrower has  requested and  Lender has  agreed that  Lender
               will relend  to Borrower  the amortized  principle  payments
               which have been made under the prior term loan and establish
               a new amortization schedule for the full term loan, all upon
               the terms and subject  to the conditions  set forth in  this
               First Amendment.

                    NOW,  THEREFORE,   in  consideration   of  the   mutual
          conditions and agreements  set forth herein,  and for other  good



          and valuable consideration, the receipt and adequacy of which are
          hereby acknowledged, the parties hereto agree as follows:

          1.  Revised Term Loan Agreement.  Subject to, and upon the terms
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              and  conditions  contained  herein  and  in  the  Term   Loan
              Agreement, Lender agrees to lend to Borrower, within two  (2)
              business days of the Effective Date of this First  Amendment,
              the principal amount  of $10,549,656,  representing the  full
              payments received to date on the Term Loan, such that, as  of
              the date of such advance, the  total principal amount of  the
              Term Loan shall equal $20,000,000 (such increased loan  being
              referred to herein  as the  "Reloaded Term  Loan"; after  the
              disbursement thereof, all references  to the Term Loan  shall
              be deemed to refer to such Reloaded Term Loan).

          2.  Scheduled Principal Payments.  Except as provided in Sections
              ----------------------------

              2.3 and  8.2(b) of  the Term  Loan Agreement,  the  principal
              amount of the Reloaded Term Loan shall be due and payable  in
              38 equal monthly payments of $277,777 due on October 1,  1996
              and on  the first  day of  each  month thereafter  and  final
              payment of the  remaining principal balance  due on  December
              31, 1999.

          3.  Use Of Proceeds.  Borrower shall use the principal amount of
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              the Reloaded Term Loan to reduce the principal amount of  the
              Revolving Loans (as defined in the Revolving Loan Agreement).




          4.  Representations And  Warranties.   Borrower  represents  and
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              warrants that this First Amendment constitutes a legal, valid
              and  binding  obligation  enforceable  against  Borrower   in
              accordance with its terms.

          5.  Reference To And Effect Upon The Term Loan Agreement.
              ----------------------------------------------------


              5.1. Upon the  effectiveness of  this First  Amendment,  each
                   reference in the Term Loan Agreement to "the Agreement,"
                   "hereunder,"  "hereof,"  "herein,"  or  words  of   like
                   import, shall mean and be a  reference to the Term  Loan
                   Agreement, as amended hereby.

              5.2. Except as  specifically amended  hereby, the  Term  Loan
                   Agreement shall remain in full  force and effect and  is
                   hereby ratified and confirmed.

              5.3. The execution, delivery and effectiveness of this  First
                   Amendment shall not  operate as a  waiver of any  right,
                   power or remedy of Lender under the Term Loan Agreement,
                   nor constitute a  waiver of  any provision  of the  Term
                   Loan Agreement.

          6.  Governing Law.  This First Amendment shall be governed by and
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              construed in accordance  with the laws  and decisions of  the
              State of Illinois.




          7.  Section Titles.  The section titles  contained in this First
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              Amendment are  and shall  be  without substance,  meaning  or
              content of any  kind whatsoever  and are  not a  part of  the
              agreement between the parties hereto.

          8.  Partial Invalidity.  If any provision of this First Amendment
              ------------------

              is held to  be invalid or  unenforceable, such invalidity  or
              unenforceability shall not invalidate this First Amendment as
              a whole but this First Amendment shall be construed as though
              it did  not  contain  the particular  provision  held  to  be
              invalid or enforceable and the rights and obligations of  the
              parties hereto shall be construed  and enforced only to  such
              extent as shall be permitted by applicable law.

          9.  Counterparts.  This  First Amendment may  be executed in  any
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              number of counterparts, each such counterpart constituting an
              original  but  all  together  constitute  one  and  the  same
              instrument.

          10. Effectiveness.  This First Amendment shall immediately become
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              effective upon the date  ("Effective Date") when: (i)  Lender
              has  received  duly  executed  counterparts  of  this   First
              Amendment from Borrower; (ii) the satisfaction of (or  waiver
              by Lender) all conditions precedent contained in Section  4.1
              of the Revolving Loan and  Security Agreement by and  between
              Lender  and   Acquisition   Subsidiary,  Inc.,   a   Delaware
              corporation and wholly owned subsidiary of Lender, and  (iii)



              the satisfaction  of (or  waiver  by Lender)  all  conditions
              contained in Article II of the First Amendment to Amended and
              Restated Revolving Loan  and Security Agreement  dated as  of
              the date hereof, by and between Lender and Borrower.



          11. Effect; Ratification.  The  amendments set forth  herein are
              --------------------

              effective solely for the purposes set forth herein and  shall
              be limited precisely as written, and  shall not be deemed  to
              (i) be a consent to any amendment, waiver or modification  of
              any other term  or condition of  the Term  Loan Agreement  or
              (ii) prejudice any right or rights  that Lender may now  have
              or may have  in the future  under or in  connection with  the
              Term Loan  Agreement.    Each  reference  in  the  Term  Loan
              Agreement to "this Agreement",  "herein", "hereof" and  words
              of like import shall mean the Term Loan Agreement as  amended
              hereby.    This  First   Amendment  shall  be  construed   in
              connection with and as  part of the  Term Loan Agreement  and
              all terms, conditions, representations, warranties, covenants
              and agreements set forth in  the Term Loan Agreement,  except
              as  herein  amended  or  waived,  are  hereby  ratified   and
              confirmed and shall remain in full force and effect.

                    IN WITNESS WHEREOF, Borrower has caused these presents
          to be duly executed  and delivered as of  the day and year  first
          above written.

                                        Borrower

                                        KEYSTONE  CONSOLIDATED  INDUSTRIES,
          INC.


                                        By:



                                        Title:

                                        CHIEF EXECUTIVE OFFICE:
          Accepted and Agreed:

          CONGRESS FINANCIAL CORPORATION (CENTRAL)


          By:
          Title:

          Address:
          100 S. Wacker Drive
          Suite 1940
          Chicago, Illinois 60606