EXHIBIT 10.1

                        DEFERRED COMPENSATION AGREEMENT




     THIS AGREEMENT, made as of January 1, 1999, to be effective as of January
1, 1998, by and between, Keystone Consolidated Industries, Inc., a Delaware
corporation, (the "COMPANY") and _______________________  ("EMPLOYEE"), amends
and restates in its entirety that certain Deferred Compensation Agreement dated
as of January 1, 1998, by and between the Company and Employee.

                              W I T N E S S E T H:


     WHEREAS, Employee has been and is presently employed by the Company and
currently serves as an employee thereof; and

     WHEREAS, Employee possesses an intimate knowledge of the business and
affairs of the Company and its policies, procedures, methods and personnel; and

     WHEREAS, the Company desires to further compensate Employee for services
performed by establishing a deferred compensation arrangement on Employee's
behalf.

     NOW, THEREFORE, for and in consideration of the mutual premises,
representations and covenants herein contained, the parties hereto mutually
agree as follows:

     1.   Deferred compensation shall be credited by the Company to a reserve
          account on its accounting books (the "RESERVE ACCOUNT"), on behalf of
          Employee, and such deferred compensation shall be deferred and
          accumulated.
     2.   The amount of deferred compensation to be credited to the Reserve
          Account on behalf of Employee shall be such amount as agreed upon from
          time to time by Employee and the Company.
     3.   An additional amount shall be credited to the Reserve Account, in lieu
          of interest, at the end of each calendar quarter and on the date
          payment is made pursuant to Section 4 of this Agreement, equal to the
          Prime Rate plus two percent (2%) per annum, as may be adjusted from
          time to time, multiplied by the balance outstanding in the Reserve
          Account on a daily basis during each calendar quarter.  The "Prime
          Rate" for purposes of this Agreement shall mean the fluctuating
          interest rate per annum in effect from time to time equal to the base
          rate on corporate loans as reported as the Prime Rate in the Money
          Rates column of the Wall Street Journal, Southwest Edition.
     4.   Upon the termination of Employee's employment with the Company,
          voluntarily, involuntarily or by retirement, death or disability, the
          Company shall pay in cash the full credit balance in the Reserve
          Account to or on behalf of Employee in a lump sum within one-hundred
          eighty (180) days of such termination.
     5.   It is specifically understood and agreed by the parties hereto that
          the deferred compensation provided for in this Agreement shall not be
          funded.  The obligation of the Company hereunder is a contractual
          obligation to make the payments of deferred compensation when due in
          accordance with the terms hereof, and the parties hereto do not intend
          that the amounts credited to the Reserve Account are to be held by the
          Company in trust, escrow or other fiduciary capacity for Employee.
          The amounts credited to the Reserve Account shall not be subject in
          any manner to attachment or other legal process for debts of Employee
          or his successors, legal representatives or assigns, for any reason;
          and neither Employee, nor any legal representative, successor or
          assign shall have any right against the Company with respect to any
          portion of the amounts credited to the Reserve Account, except as a
          general unsecured creditor of the Company.  Neither Employee nor his
          successors, assigns or legal representatives shall have any right to
          assign, transfer, pledge, hypothecate, anticipate or otherwise
          alienate any payment of deferred compensation to become due in the
          future to such person, and any attempt to do so shall be void and will
          not be recognized by the Company.
     6.   It is agreed by Employee and the Company that the correct outstanding
          balance of the Reserve Account, computed as of ___________________,
          was $__________.





     IN WITNESS WHEREOF, the parties have hereunto affixed their signatures as
of January 1, 1999.



ATTEST:                          KEYSTONE CONSOLIDATED
                                    INDUSTRIES, INC.



______________________________   _________________________________


                                 EMPLOYEE:




                                 __________________________________