SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


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




For the quarter ended March 31, 2003          Commission file number 1-3919
                      --------------                                 ------




                     Keystone Consolidated Industries, Inc.
------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




          Delaware                                            37-0364250
-------------------------------                           ------------------
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

    5430 LBJ Freeway, Suite 1740, Three Lincoln Centre, Dallas, TX 75240-2697
       (Address of principal executive offices)                    (Zip Code)



Registrant's telephone number, including area code:            (972) 458-0028
                                                        ---------------------




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during  the  preceding  12  months,  and (2) has  been  subject  to such  filing
requirements for the past 90 days.

                           Yes   X                            No _____
                               -----

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes No X --- ---

Number of shares of common stock outstanding at May 15, 2003:  10,068,450




<PAGE>




                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                                      INDEX

                                                                          Page
                                                                         Number

PART I.        FINANCIAL INFORMATION

  Item 1.  Financial Statements

        Consolidated Balance Sheets - December 31, 2002
         and March 31, 2003                                                3

        Consolidated Statements of Operations - Three months
         ended March 31, 2002 and 2003                                     5

        Consolidated Statements of Cash Flows - Three months
         ended March 31, 2002 and 2003                                     7

        Consolidated Statement of Stockholders' Deficit -
         Three months ended March 31, 2003                                 8

        Notes to Consolidated Financial Statements                         9

  Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations                           16

  Item 4.  Controls and Procedures                                        22

PART II. OTHER INFORMATION

  Item 1.  Legal Proceedings                                              24

  Item 6.  Exhibits and Reports on Form 8-K                               24


<PAGE>


                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)


<TABLE>
<CAPTION>
                                                       December 31,      March 31,
                     ASSETS                                2002            2003
                                                           ----            ----

Current assets:
<S>                                                      <C>            <C>
  Notes and accounts receivable ..................       $ 22,578       $ 37,174
  Inventories ....................................         50,089         53,429
  Prepaid expenses and other .....................            893          2,602
                                                         --------       --------

     Total current assets ........................         73,560         93,205
                                                         --------       --------

Property, plant and equipment ....................        373,833        374,362
Less accumulated depreciation ....................        253,849        258,031
                                                         --------       --------

     Net property, plant and equipment ...........        119,984        116,331
                                                         --------       --------

Other assets:
  Restricted investments .........................          5,730          5,698
  Unrecognized net pension obligation ............         11,852         11,852
  Deferred financing costs .......................          2,319          2,141
  Goodwill .......................................            752            752
  Other ..........................................          1,298          1,234
                                                         --------       --------

     Total other assets ..........................         21,951         21,677
                                                         --------       --------

                                                         $215,495       $231,213
                                                         ========       ========
</TABLE>






<PAGE>

                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                                 (In thousands)


<TABLE>
<CAPTION>
 LIABILITIES AND STOCKHOLDERS' DEFICIT
                                                       December 31,     March 31,
                                                           2002           2003
                                                       ------------     ---------

Current liabilities:
  Notes payable and current maturities of
<S>                                                    <C>            <C>
    long-term debt ...............................     $  33,935      $  76,511
  Accounts payable ...............................        23,696         33,508
  Accounts payable to affiliates .................         1,448          1,706
  Accrued OPEB cost ..............................        11,372         11,385
  Accrued preferred stock dividends ..............         4,683          6,168
  Other accrued liabilities ......................        40,216         41,036
                                                       ---------      ---------

      Total current liabilities ..................       115,350        170,314
                                                       ---------      ---------

Noncurrent liabilities:
  Long-term debt .................................        63,306         32,254
  Accrued OPEB cost ..............................       102,717        103,953
  Accrued pension costs ..........................        48,571         50,271
  Other ..........................................        20,337         19,669
                                                       ---------      ---------

      Total noncurrent liabilities ...............       234,931        206,147
                                                       ---------      ---------

Minority interest ................................             2             31
                                                       ---------      ---------

Redeemable Series A preferred stock ..............         2,112          2,112
                                                       ---------      ---------

Stockholders' deficit:
  Common stock ...................................        10,798         10,798
  Additional paid-in capital .....................        48,388         46,903
  Accumulated other comprehensive loss -
   pension liabilities ...........................      (170,307)      (170,307)
  Accumulated deficit ............................       (25,767)       (34,773)
  Treasury stock, at cost ........................           (12)           (12)
                                                       ---------      ---------

      Total stockholders' deficit ................      (136,900)      (147,391)
                                                       ---------      ---------

                                                       $ 215,495      $ 231,213
                                                       =========      =========
</TABLE>




<PAGE>


                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                   Three months ended March 31, 2002 and 2003

                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                             2002         2003
                                                             ----         ----

Revenues and other income:
<S>                                                       <C>          <C>
  Net sales ...........................................   $  85,912    $ 77,100
  Gain on early extinguishment of debt ................      54,739        --
  Interest ............................................          20          15
  Other, net ..........................................           1          15
                                                          ---------    --------
                                                            140,672      77,130
Costs and expenses:
  Cost of goods sold ..................................      77,179      75,662
  Selling .............................................       1,839       2,229
  General and administrative ..........................       5,915       5,524
  Defined benefit pension expense (credit) ............        (750)      1,700
  Interest ............................................       2,694         992
                                                          ---------    --------
                                                             86,877      86,107

      Income (loss) before income taxes and
       cumulative effect of change in accounting
       principle ......................................      53,795      (8,977)

Provision for income taxes ............................      21,622        --

Minority interest in after-tax earnings ...............         160          29
                                                          ---------    --------

    Income (loss) before cumulative effect of
     change in accounting principle ...................      32,013      (9,006)

Cumulative effect of change in accounting principle ...      19,998        --
                                                          ---------    --------

    Net income (loss) .................................      52,011      (9,006)

Dividends on preferred stock ..........................        --         1,485
                                                          ---------    --------

    Net income (loss) available for common shares .....   $  52,011    $(10,491)
                                                          =========    ========
</TABLE>



<PAGE>


                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)

                   Three months ended March 31, 2002 and 2003

                      (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                           2002         2003
                                                           ----         ----

Basic earnings (loss) per share available for common shares:
  Income (loss) before cumulative effect of change in
<S>                                                     <C>          <C>
   accounting principle .............................   $     3.18   $    (1.04)

  Cumulative effect of change in accounting principle         1.99         --
                                                        ----------   ----------

    Net income (loss) ...............................   $     5.17   $    (1.04)
                                                        ==========   ==========

Basic shares outstanding ............................       10,064       10,068
                                                        ==========   ==========

Diluted earnings (loss) per share
 available for common shares:
  Income (loss) before cumulative effect of
   change in accounting principle ...................   $     3.00   $    (1.04)

  Cumulative effect of change in accounting principle         1.87         --
                                                        ----------   ----------

      Net income (loss) .............................   $     4.87   $    (1.04)
                                                        ==========   ==========

Diluted shares outstanding ..........................       10,683       10,068
                                                        ==========   ==========
</TABLE>




<PAGE>


                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                   Three months ended March 31, 2002 and 2003

                                 (In thousands)

<TABLE>
<CAPTION>
                                                             2002         2003
                                                             ----         ----

Cash flows from operating activities:
<S>                                                        <C>         <C>
  Net income (loss) ....................................   $ 52,011    $ (9,006)
  Depreciation and amortization ........................      4,466       4,253
  Amortization of deferred financing costs .............        166         186
  Deferred income taxes ................................     21,622        --
  Non-cash defined benefit pension expense (credit) ....       (750)      1,700
  Non-cash OPEB expense ................................      1,119       1,249
  Gain on early extinguishment of debt .................    (54,739)       --
  Cumulative effect of change in accounting principle ..    (19,998)       --
  Other, net ...........................................         71          97
  Change in assets and liabilities:
    Notes and accounts receivable ......................    (14,332)    (14,699)
    Inventories ........................................      4,004      (3,340)
    Accounts payable ...................................      1,642      10,070
    Other, net .........................................      4,409      (1,513)
                                                           --------    --------

      Net cash used by operating activities ............       (309)    (11,003)
                                                           --------    --------

Cash flows from investing activities:
  Capital expenditures .................................     (1,288)       (617)
  Collection of notes receivable .......................      1,127          75
  Other, net ...........................................        160          29
                                                           --------    --------

      Net cash used by investing activities ............         (1)       (513)
                                                           --------    --------

Cash flows from financing activities:
  Revolving credit facilities, net .....................        504      12,220
  Other notes payable and long-term debt:
    Additions ..........................................         38          32
    Principal payments .................................        (71)       (728)
    Deferred financing costs paid ......................       (161)         (8)
                                                           --------    --------

      Net cash provided by financing activities ........        310      11,516
                                                           --------    --------

Net change in cash and cash equivalents ................       --          --

Cash and cash equivalents, beginning of period .........       --          --
                                                           --------    --------

Cash and cash equivalents, end of period ...............   $   --      $   --
                                                           ========    ========

Supplemental disclosures:
  Cash paid for:
    Interest, net of amount capitalized ................   $  1,341    $    899
    Income taxes .......................................         69        --
</TABLE>



<PAGE>


                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                        Three months ended March 31, 2003
                                 (In thousands)


<TABLE>
<CAPTION>
                                                    Accumulated
                                                       other
                                                  comprehensive
                                        Additional   loss -
                               Common    paid-in     pension   Accumulated Treasury
                               stock     capital   liabilities   deficit    stock       Total

<S>                           <C>       <C>         <C>          <C>         <C>     <C>
Balance - December 31, 2002   $10,798   $ 48,388    $(170,307)   $(25,767)   $(12)   $(136,900)

Net loss ..................      --         --           --        (9,006)    --        (9,006)

Preferred stock dividends .      --       (1,485)        --          --       --        (1,485)
                              -------   --------    ---------    --------    ----    ---------

Balance - March 31, 2003 ..   $10,798   $ 46,903    $(170,307)   $(34,773)   $(12)   $(147,391)
                              =======   ========    =========    ========    ====    =========
</TABLE>





<PAGE>



                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Organization and basis of presentation:

     The consolidated balance sheet of Keystone  Consolidated  Industries,  Inc.
("Keystone"  or the  "Company") at December 31, 2002 has been condensed from the
Company's  audited   consolidated   financial   statements  at  that  date.  The
consolidated balance sheet at March 31, 2003 and the consolidated  statements of
operations and cash flows for the interim periods ended March 31, 2002 and 2003,
and the consolidated  statement of stockholders'  deficit for the interim period
ended March 31, 2003, have each been prepared by the Company,  without audit, in
accordance with accounting principles generally accepted in the United States of
America ("GAAP"). In the opinion of management, all adjustments, consisting only
of normal  recurring  adjustments  necessary to present fairly the  consolidated
financial  position,  results  of  operations  and cash  flows,  have been made.
However,  it should be understood that accounting  measurements at interim dates
may be less precise than at year end. The results of operations  for the interim
periods are not necessarily  indicative of the operating results for a full year
or of future operations.

     Certain information  normally included in financial  statements prepared in
accordance  with GAAP has been  condensed  or omitted,  and  certain  prior year
amounts have been reclassified to conform to the current year presentation.  The
accompanying  consolidated  financial  statements  should be read in conjunction
with the  consolidated  financial  statements  included in the Company's  Annual
Report on Form 10-K for the year ended December 31, 2002 (the "Annual Report").

     At March 31,  2003,  Contran  Corporation  ("Contran")  and other  entities
related to Mr. Harold C. Simmons,  beneficially  owned  approximately 50% of the
outstanding  common  stock  of  the  Company.  Substantially  all  of  Contran's
outstanding  voting  stock is held by  trusts  established  for the  benefit  of
certain children and grandchildren of Mr. Simmons,  of which Mr. Simmons is sole
trustee.  Keystone may be deemed to be controlled by Contran and Mr. Simmons. At
March 31, 2003,  Contran also owned  54,956  shares of the 59,399  shares of the
Company's outstanding  Redeemable Series A Preferred Stock.  Effective March 15,
2003, each share of Series A Preferred  Stock is  convertible,  at the option of
the holder, into 250 shares of the Company's common stock (equivalent to a $4.00
per share exchange rate).

     Employee  stock  options.  As  disclosed  in the  Annual  Report,  Keystone
accounts for  stock-based  employee  compensation  in accordance with Accounting
Principles  Board  Opinion  ("APBO")  No.  25,  Accounting  for Stock  Issued to
Employees, and its various  interpretations.  Under APBO No. 25, no compensation
cost is generally recognized for fixed stock options in which the exercise price
is equal to or greater  than the market  price on the grant  date.  Compensation
cost related to stock options  recognized by the Company in accordance with APBO
No. 25 was not significant during the first three months of 2002 or 2003.



<PAGE>


     The following  table  presents what the Company's  consolidated  net income
(loss)  available for common shares,  and related per share amounts,  would have
been if  Keystone  would have  elected to account for its  stock-based  employee
compensation  related to stock options in accordance  with the fair  value-based
recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation,
for all awards granted subsequent to January 1, 1995.

<TABLE>
<CAPTION>
                                                     Three months ended March 31,
                                                        2002              2003
                                                        ----              ----
                                                       (In thousands except per
                                                             share amounts)

Net income (loss) available for common shares
<S>                                                  <C>             <C>
 as reported ...................................     $   52,011      $  (10,491)
Adjustments, net of applicable income
 tax effects:
  Stock-based employee compensation
   expense under APBO No. 25 ...................           --              --
  Stock-based employee compensation
   expense under SFAS No. 123 ..................            (54)            (23)
                                                     ----------      ----------

Pro forma net income (loss) available
 for common shares .............................     $   51,957      $  (10,514)
                                                     ==========      ==========

Basic net income (loss) available for
 common shares per share:
 As reported ...................................     $     5.17      $    (1.04)
 Pro forma .....................................     $     5.16      $    (1.04)

Diluted net income (loss) available for
 common shares per share:
 As reported ...................................     $     4.87      $    (1.04)
 Pro forma .....................................     $     4.86      $    (1.04)
</TABLE>

Note 2 - Business segment information:

     The Company's operations are comprised of two segments; the manufacture and
sale of carbon steel rod, wire and wire products for  agricultural,  industrial,
construction,  commercial,  original equipment manufacturers and retail consumer
markets and the distribution of wire,  plastic and wood lawn and garden products
to retailers through Garden Zone.

     Keystone is also engaged in a scrap recycling joint venture through its 50%
interest in Alter Recycling Company,  L.L.C.  ("ARC"), an unconsolidated  equity
affiliate.

<TABLE>
<CAPTION>
                                                      Three months ended March 31,
                                                         2002             2003
                                                         ----             ----
                                                             (In thousands)

Revenues:
<S>                                                    <C>             <C>
Steel and wire products ........................       $ 82,009        $ 72,389
Lawn and garden products .......................          4,340           5,487
                                                       --------        --------
                                                         86,349          77,876
Elimination of intersegment revenues ...........           (437)           (776)
                                                       --------        --------

                                                       $ 85,912        $ 77,100
                                                       ========        ========
</TABLE>



<PAGE>



<TABLE>
<CAPTION>
                                                       Three months ended March 31,
                                                          2002            2003
                                                          ----            ----
                                                                (In thousands)

Income (loss) before income taxes and
 cumulative effect of change in
 accounting principle:
  Operating profit (loss):
<S>                                                     <C>             <C>
  Steel and wire products .......................       $  1,870        $(6,809)
  Lawn and garden products ......................            356             88
                                                        --------        -------
                                                           2,226         (6,721)

General corporate items:
  Interest income ...............................             20             15
  General expenses ..............................           (496)        (1,279)
  Gain on early extinguishment of debt ..........         54,739           --
Interest expense ................................         (2,694)          (992)
                                                        --------        -------

                                                        $ 53,795        $(8,977)
                                                        ========        =======
</TABLE>
Note 3 - Inventories:

     Inventories are stated at the lower of cost or market. At December 31, 2002
and March 31, 2003, the last-in, first-out ("LIFO") method was used to determine
the cost of approximately  77% and 78%,  respectively,  of total inventories and
the first-in,  first-out or average cost methods were used to determine the cost
of other inventories.

<TABLE>
<CAPTION>
                                                         December 31,    March 31,
                                                             2002          2003
                                                             ----          ----
                                                              (In thousands)

Steel and wire products:
<S>                                                        <C>           <C>
  Raw materials ....................................       $ 8,825       $ 7,621
  Work in process ..................................        14,920        14,033
  Finished goods ...................................        21,178        25,764
  Supplies .........................................        14,710        14,392
                                                           -------       -------
                                                            59,633        61,810
  Less LIFO reserve ................................        13,352        13,352
                                                           -------       -------
                                                            46,281        48,458

Lawn and garden products - finished goods ..........         3,808         4,971
                                                           -------       -------

                                                           $50,089       $53,429
                                                           =======       =======
</TABLE>
Note 4 - Notes payable and long-term debt:

<TABLE>
<CAPTION>
                                                     December 31,       March 31,
                                                         2002             2003
                                                         ----             ----
                                                             (In thousands)

Revolving credit facilities:
<S>                                                   <C>               <C>
  Keystone .................................          $ 28,328          $ 36,278
  EWP ......................................             1,362             3,900
  Garden Zone ..............................             1,650             3,382
8% Notes ...................................            28,908            28,512
6% Notes ...................................            16,031            16,031
9 5/8% Notes ...............................             6,150             6,150
Keystone Term Loan .........................             4,167             3,854
County Term Loan ...........................            10,000            10,000
Other ......................................               645               658
                                                      --------          --------
                                                        97,241           108,765
  Less current maturities ..................            33,935            76,511
                                                      --------          --------

                                                      $ 63,306          $ 32,254
                                                      ========          ========
</TABLE>


     At March 31, 2003,  Keystone was not in compliance  with certain  financial
covenants  included in its primary  revolving  credit  facility  (the  "Keystone
Revolver").  Under the terms of the  Keystone  Revolver,  failure to comply with
these covenants is considered an event of default and gives the lender the right
to accelerate  the maturity of both the Keystone  Revolver and the Keystone Term
Loan. As such, the Keystone Term Loan was  classified as a current  liability at
March 31, 2003. The Company is currently  negotiating with the Keystone Revolver
and Keystone Term Loan lender to obtain waivers of such  financial  covenants or
otherwise amend the respective  loan agreements to cure the defaults.  There can
be no  assurance  Keystone  will be  successful  in  obtaining  such  waivers or
amendments  and if Keystone is  unsuccessful  there is no assurance  the Company
would have the liquidity or other  financial  resources  sufficient to repay the
applicable  indebtedness  if such  indebtedness  is  accelerated.  The indenture
governing  Keystone's 8% Notes provides the holders of such Notes with the right
to  accelerated  the maturity of the Notes in the event of a default by Keystone
with respect to any of the Company's  other secured debt. As such,  the 8% Notes
were also  classified  as a current  liability at March 31, 2003.  However,  the
Notes cannot be  accelerated  through  December  31, 2003  because  Keystone has
obtained a consent from holders of more than 67% of the principal  amount of the
Notes to forebear remedies available to them solely as a result of the Company's
failure to comply with the financial  covenants in the Keystone Revolver through
such date.

     As previously reported, a wholly-owned  subsidiary of Contran has agreed to
loan the Company up to an aggregate of $6 million under the terms of a revolving
credit facility that matures on June 30, 2003.  This facility is  collateralized
by the common stock of a wholly-owned subsidiary of the Company. Through May 15,
2003, the Company has not borrowed any amounts under such facility.

Note 5 - Income taxes:

     At March 31, 2003,  the Company  expects that its  long-term  profitability
should  ultimately  be  sufficient  to enable it to realize  full benefit of its
future tax  attributes in part due to the long-term  nature of its net operating
loss  carryforwards.  However,  considering all factors believed to be relevant,
including the Company's recent operating results,  its expected future near-term
productivity  rates;  cost of raw  materials,  electricity,  labor and  employee
benefits,  environmental  remediation,  and retiree medical  coverage;  interest
rates;  product mix; sales volumes and selling prices; and the fact that accrued
OPEB expenses will become deductible over an extended period of time and require
the  Company to  generate  significant  amounts of future  taxable  income,  the
Company  believes  its  gross  deferred  tax  assets do not  currently  meet the
"more-likely-than-not"  realizability  test. As such, at December 31, 2002,  the
Company has provided a deferred tax asset valuation  allowance of  approximately
$86.5 million.  As a result of the deferred tax asset valuation  allowance,  the
Company  does not  anticipate  recognizing  a tax  benefit  associated  with its
expected pre-tax losses during 2003 will be appropriate. Accordingly, during the
first quarter of 2003,  the Company  increased the deferred tax asset  valuation
allowance by $3.4 million.  Keystone will continue to review the  recoverability
of its deferred tax assets,  and based on such periodic reviews,  Keystone could
recognize a change in the valuation allowance related to its deferred tax assets
in the future.

     Summarized  below are (i) the differences  between the income tax provision
(benefit)  and the amounts that would be expected by applying  the U.S.  federal
statutory income tax rate of 35% to the loss before income taxes,  extraordinary
item and  cumulative  effect  of  change in  accounting  principle  and (ii) the
components of the income tax provision (benefit).

<TABLE>
<CAPTION>
                                                             Three months ended
                                                                  March 31,
                                                             2002         2003
                                                             ----         ----
                                                              (In thousands)

<S>                                                        <C>          <C>
Expected tax provision (benefit), at statutory rate ...    $ 18,828     $(3,142)
U. S. state income taxes (benefit), net ...............       2,429        (260)
Deferred tax asset valuation allowance ................         361       3,396
Other, net ............................................           4           6
                                                           --------     -------

Income tax provision ..................................    $ 21,622     $  --
                                                           ========     =======

Comprehensive provision (benefit) for
 income taxes:
  Currently refundable:
    U.S. federal ......................................    $     (8)    $    (8)
    U.S. state ........................................           8           8
                                                           --------     -------
      Net currently refundable ........................        --          --

  Deferred income taxes, net ..........................      21,622        --
                                                           --------     -------

                                                           $ 21,622     $  --
                                                           ========     =======

  Comprehensive provision (benefit) for
   income taxes allocable to:
    Income (loss) before cumulative
     effect of change in accounting principle .........    $ 21,622     $  --
    Cumulative effect of change in accounting
     principle ........................................        --          --
                                                           --------     -------

                                                           $ 21,622     $  --
                                                           ========     =======
</TABLE>



<PAGE>


Note 6 - Other accrued liabilities:


<TABLE>
<CAPTION>
                                                        December 31,     March 31,
                                                           2002            2003
                                                        ------------     ---------
                                                              (In thousands)

Current:
<S>                                                       <C>            <C>
  Employee benefits ..............................        $11,455        $11,892
  Self insurance .................................         10,336         10,507
  Environmental ..................................          8,103          8,062
  Deferred vendor payments .......................          3,338          3,338
  Legal and professional .........................          1,176          1,022
  Disposition of former facilities ...............            659            644
  Interest .......................................            318            124
  Other ..........................................          4,831          5,447
                                                          -------        -------

                                                          $40,216        $41,036
                                                          =======        =======
Noncurrent:
  Deferred vendor payments .......................        $10,252        $ 9,587
  Environmental ..................................          7,087          6,918
  Workers compensation payments ..................          2,309          2,376
  Interest .......................................            298            399
  Other ..........................................            391            389
                                                          -------        -------

                                                          $20,337        $19,669
                                                          =======        =======
</TABLE>

Note 7 - Contingencies:

     At March 31, 2003, the Company's  financial  statements  reflected  accrued
liabilities  of  $15.0  million  for  estimated   remedial  costs  arising  from
environmental  issues.  There is no assurance  regarding  the  ultimate  cost of
remedial measures that might eventually be required by environmental authorities
or  that  additional   environmental   hazards,   requiring   further   remedial
expenditures,  might not be asserted  by such  authorities  or private  parties.
Accordingly,  the  ultimate  costs of remedial  measures  may exceed the amounts
currently accrued.

     For additional  information  related to commitments and contingencies,  see
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and the Annual Report.



<PAGE>


Note 8 - Earnings per share:

     Net income  (loss) per share is based upon the weighted  average  number of
common shares and dilutive  securities.  A reconciliation  of the numerators and
denominators  used in the  calculations of basic and diluted  earnings per share
computations of income (loss) before  cumulative  effect of change in accounting
principle is presented below. The effect of the assumed conversion of the Series
A Convertible  Preferred Stock was  antidilutive in the three months ended March
31, 2003 period.  Keystone  stock  options  were  omitted  from the  calculation
because they were antidilutive in all periods presented.

<TABLE>
<CAPTION>
                                                                                          Three months ended
                                                                                               March 31,
                                                                                        2002            2003
                                                                                        ----            ----


Numerator:
<S>                                                                                 <C>             <C>
  Net income (loss) before cumulative effect
   of change in accounting principle                                                $32,013         $ (9,006)


  Less  Series A Preferred Stock dividends                                              -             (1,485)
                                                                                    -------         --------
  Basic and diluted net income (loss) before cumulative
   effect of change in accounting principle                                         $32,013         $(10,491)
                                                                                    =======         ========

Denominator:
  Average common shares outstanding                                                  10,064           10,068

  Dilutive effect of Series A Preferred Stock                                           619             -
                                                                                    -------         --------

  Diluted shares                                                                     10,683           10,068
                                                                                    =======         ========

</TABLE>




<PAGE>


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS:

     Keystone  believes it is a leading  manufacturer  of steel  fabricated wire
products,  industrial  wire  and  wire  rod  for the  agricultural,  industrial,
construction,  original  equipment  manufacturer  and retail  consumer  markets.
Historically,  the Company has experienced  greater sales and profits during the
first  half of the  year due to the  seasonality  of  sales  in  principal  wire
products markets,  including the agricultural and construction markets. Keystone
is also engaged in the  distribution  of wire,  plastic and wood lawn and garden
products to retailers through Garden Zone and in scrap recycling through ARC.

     As  provided  by the  safe  harbor  provisions  of the  Private  Securities
Litigation  Reform Act of 1995,  the Company  cautions  that  statements in this
Quarterly  Report on Form 10-Q relating to matters that are not historical facts
including, but not limited to, statements found in this "Management's Discussion
And  Analysis  Of  Financial   Condition   And  Results  Of   Operations",   are
forward-looking  statements that represent  management's  belief and assumptions
based on currently  available  information.  Forward-looking  statements  can be
identified by the use of words such as "believes",  "intends",  "may", "should",
"could", "anticipates", "expected", or comparable terminology, or by discussions
of strategies or trends.  Although Keystone believes the expectations  reflected
in such forward-looking statements are reasonable, it cannot give any assurances
that these  expectations  will prove to be  correct.  Such  statements  by their
nature involve  substantial  risks and  uncertainties  that could  significantly
impact expected results,  and actual future results could differ materially from
those described in such forward-looking statements.  While it is not possible to
identify all factors,  Keystone  continues to face many risks and uncertainties.
Among the factors that could cause actual  future  results to differ  materially
are the risks and  uncertainties  discussed in this  Quarterly  Report and those
described  from time to time in the Company's  other filings with the Securities
and Exchange Commission, including, but not limited to;

o    Future supply and demand for the Company's products (including  cyclicality
     thereof),
o    Customer inventory levels,
o    Changes in raw material and other  operating  costs (such as ferrous  scrap
     and energy),
o    General economic conditions,
o    Competitive products and substitute products,
o    Change in customer and competitor strategies,
o    The impact of pricing and production decisions,
o    The possibility of labor disruptions,
o    Environmental  matters  (such as those  requiring  emission  and  discharge
     standards for existing and new facilities),
o    Government regulations and possible changes therein,
o    Significant  increases  in  the  cost  of  providing  medical  coverage  to
     employees and retirees,
o    The ultimate resolution of pending litigation,
o    International  trade  policies  of the United  States and  certain  foreign
     countries,
o    Any possible future litigation, and
o    Other risks and uncertainties as discussed in this Quarterly Report and the
     Annual Report, including, without limitation, the section referenced above.

     Should one or more of these risks materialize, (or the consequences of such
a development  worsen) or should the  underlying  assumptions  prove  incorrect,
actual  results  could  differ  materially  from those  forecasted  or expected.
Keystone  disclaims  any  intention  or  obligation  to  update  or  revise  any
forward-looking statement whether as a result of new information,  future events
or otherwise.

     The  following  table  sets  forth  Keystone's  steel and wire  production,
ferrous scrap costs, sales volume and pricing data for the periods indicated:

<TABLE>
<CAPTION>
                                                                Three months ended
                                                                     March 31,
                                                                 2002        2003
                                                                 ----        ----
                                                                (Tons in thousands)

Production volume (tons):
<S>                                                               <C>        <C>
  Billets ................................................        175        171
  Wire rod ...............................................        182        166

Average per-ton ferrous scrap purchase cost ..............       $ 82       $106

Sales volume (tons):
  Fabricated wire products ...............................         75         67
  Industrial wire ........................................         25         24
  Wire rod ...............................................         81         64
  Billets ................................................        --           3
                                                                 ----       ----

                                                                  181        158
                                                                 ====       ====

Per-ton selling prices:
  Fabricated wire products ...............................       $662       $654
  Industrial wire ........................................        423        418
  Wire rod ...............................................        269        280
  Billets ................................................        --         145
  All steel and wire products ............................        452        457
</TABLE>

     The  following  table sets forth the  components of the Company's net sales
for the periods indicated.

<TABLE>
<CAPTION>
                                                             Three months ended
                                                                  March 31,
                                                                (In millions)
                                                            2002            2003
                                                            ----            ----

Steel and wire products:
<S>                                                        <C>             <C>
  Fabricated wire products .....................           $49.4           $43.8
  Industrial wire ..............................            10.6            10.1
  Wire rod .....................................            21.8            17.8
  Billets ......................................            --                .4
  Other ........................................              .2              .3
                                                           -----           -----
                                                            82.0            72.4

Lawn and garden products .......................             3.9             4.7
                                                           -----           -----
                                                           $85.9           $77.1
                                                           =====           =====
</TABLE>



<PAGE>


         The following table sets forth selected operating data of Keystone as a
percentage of net sales for the periods indicated.

<TABLE>
<CAPTION>
                                                         Three months ended
                                                              March 31,
                                                       2002            2003
                                                       ----            ----

<S>                                                    <C>            <C>
Net sales                                              100.0 %        100.0 %
Cost of goods sold                                      89.8           98.1
                                                       -----          -----
Gross profit                                            10.2 %          1.9 %
                                                       =====          =====

Selling expense                                          2.1 %          2.9 %
General and administrative expense                       6.9 %          7.2 %
Pension expense (credit)                                 (.9)%          2.1 %
Gain on early extinguishment of debt                    63.7 %           -  %

Income (loss) before income taxes and cumulative
 effect of change in accounting principle               62.6 %        (11.7)%
Provision for income taxes                              25.2             -
Minority interest in after-tax earnings                   .1             -
                                                       -----          -----

Net income (loss) before cumulative effect of
 change in accounting principle                         37.3 %        (11.7)%
                                                       =====          =====
</TABLE>


     Net sales of $77.1  million  in the 2003 first  quarter  were down 10% from
$85.9 million  during the same period in 2002. The decline in sales was due to a
13% decline in  shipments of the  Company's  steel and wire  products  partially
offset by a 1% overall increase in steel and wire product per-ton selling prices
and a 21% increase in Garden Zone's  sales.  Shipments of wire rod decreased 21%
while per-ton selling prices of wire rod increased 4%. Industrial wire shipments
during 2003  declined 4% from the 2002  quarter  while  per-ton  selling  prices
declined  1%.  Fabricated  wire product  shipments  declined 11% during the 2003
first quarter as compared to the 2002 first quarter while per-ton selling prices
declined 1%. In addition,  during the first quarter of 2003, Keystone sold 3,000
tons of billets as  compared  to none sold  during the 2002 first  quarter.  The
higher per-ton selling price of the Company's steel and wire products during the
2003 first quarter  favorably  impacted total net sales by $800,000.  Management
believes the decline in shipment  volume of steel and wire  products  during the
2003 first  quarter was due to large  volumes of import  product  and  softening
demand due in part to prolonged  winter  weather  throughout  most of the United
States and uncertainties  regarding military action in the Middle East. Although
high  levels of  imported  wire rod  continues,  these  import  levels have been
somewhat mitigated by former competitors of the Company exiting the marketplace.
However,  despite this decline in domestic production capacity, rod imports have
filled the resulting  production  shortfall and as such,  per-ton selling prices
continue to be adversely impacted by the availability of high levels of imported
wire rod.

     Billet production of 171,000 tons during the first quarter of 2003 declined
2% from 2002's first quarter  production  level of 175,000 tons.  The decline in
production was due primarily to intentional production  curtailments as a result
of weakening demand and excess inventory levels. Wire rod production declined 9%
to 166,000 tons from 182,000 tons in the 2002 first quarter.  The decline in rod
production was due primarily to unplanned  production  outages to effect repairs
to the Company's rod mill.

     Gross profit during the 2003 first  quarter  decreased to $2.7 million from
$8.7 million in the 2002 first  quarter as the Company's  gross margin  declined
from 10.2% in the 2002 period to 1.9% in the 2003 first quarter. This decline in
gross margin was due  primarily to higher  costs for ferrous  scrap,  Keystone's
primary raw material,  and energy costs  partially  offset by the higher overall
per-ton  selling price of the Company's  steel and wire  products.  In addition,
during the 2002 first  quarter,  the  Company  received  $428,000  of  insurance
proceeds from business interruption policies related to incidents in prior years
as compared to none  received  during the 2003 first  quarter.  The  increase in
ferrous  scrap  and  energy  costs  between  the 2002 and  2003  first  quarters
adversely impacted gross profit by $4.5 million and $2.6 million, respectively.

     Selling  expenses in the 2003 first quarter of $2.2 million were,  $400,000
higher than selling  expenses in the first quarter of 2002 of $1.8 million.  The
primary  reason for this  increase was higher  advertising  expenses  during the
first quarter of 2003.

     General and administrative  expenses during the 2003 first quarter declined
$400,000  to $5.5  million  from $5.9  million  in the 2002  first  quarter  due
primarily to higher legal and  professional  fees during the 2002 first  quarter
related to the Company's debt restructuring completed in March 2002. As a result
of such debt restructuring,  the Company recognized a $54.7 million pre-tax gain
($33.1 million net of tax) in the first quarter of 2002.

     During the first quarter of 2003, Keystone recorded defined benefit pension
expense of $1.7  million as opposed to a $750,000  credit  recorded in the first
quarter of 2002.  Keystone currently  anticipates the total 2003 pension expense
will approximate $6.8 million. The anticipated higher pension expense in 2003 is
due  primarily  to a $50  million  decline in plan  assets  during  2002 and the
resulting  lower  expected  return on plan assets  component of defined  benefit
pension  plan  expense.   However,   the  Company  does  not   anticipate   cash
contributions for defined benefit pension plans will be required in 2003.

     Interest  expense  in the first  quarter  of 2003 was lower  than the first
quarter of 2002 due  principally to lower debt levels and lower interest  rates.
The lower debt levels and  interest  rates were  primarily a result of the March
2002 debt  restructuring.  Average  borrowings by the Company  approximated $104
million in the first  quarter of 2003 as compared  to $138  million in the first
quarter  of  2002.   During   the  first   quarter   of  2003,   the   Company's
weighted-average  interest rate was 2.8% per annum as compared to 7.7% per annum
in the first quarter of 2002.

     The principal reasons for the difference between the U.S. federal statutory
income tax rate and the  Company's  effective  income tax rates are explained in
Note 5 to the Consolidated Financial Statements.  At March 31, 2003, the Company
had recorded a deferred tax asset valuation allowance of $89.9 million resulting
in no net deferred tax assets.  Keystone periodically reviews the recoverability
of  its  deferred  tax  assets  to  determine   whether  such  assets  meet  the
"more-likely-than-not" recognition criteria. The Company will continue to review
the  recoverability  of its  deferred  tax  assets,  and based on such  periodic
reviews,  Keystone could recognize a change in the recorded valuation  allowance
related to its  deferred  tax assets in the future.  As a result of the deferred
tax asset valuation allowance, the Company does not anticipate recognizing a tax
benefit associated with its expected pre-tax losses during the remainder of 2003
will be appropriate.

     Effective  January 1, 2003,  the Company  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets. As
a result of adopting  SFAS No. 142,  negative  goodwill of  approximately  $20.0
million  recorded at December 31, 2001 was eliminated as a cumulative  effect of
change in accounting principle.

     As a result of the items  discussed  above,  Keystone  recorded  a net loss
during the first  quarter of 2003 of $9.0  million as compared  to recorded  net
income of $52.0 million in the first quarter of 2002.

Outlook for 2003

     Despite the current level of rod imports,  management  currently  believes,
capacity  utilization and shipment volumes in 2003 will approximate 2002 levels.
Although the 2003 first quarter  average  per-ton  selling  prices were slightly
higher than the 2002 fourth quarter per-ton selling prices, management currently
believes average per-ton selling prices for the year 2003 will approximate those
of the fourth quarter of 2002. In addition,  management currently believes these
volumes and per-ton selling prices combined with  anticipated  continued  higher
energy costs and an $8.4 million  increase in defined  benefit  pension  expense
will result in Keystone  recording a loss  before  income  taxes and  cumulative
effect of change in  accounting  principle  for  calendar  2003 in excess of the
comparable  amount in 2002 (exclusive of the $54.7 million gain in 2002 on early
extinguishment of debt).  However,  despite anticipating  recording an operating
loss and a loss before income taxes in 2003, Keystone currently believes it will
show positive cash flows from operating  activities in 2003, in part because the
increased  defined  benefit  pension  expense  is  non-cash  in  nature  and  no
contribution to the Company's defined benefit pension plan is currently expected
to be  required  during  2003.  In  addition,  the  Company  does not  currently
anticipate  that  recognizing a tax benefit  associated  with its pre-tax losses
during 2003 will be appropriate.

LIQUIDITY AND CAPITAL RESOURCES:

     The  Company's  cash flows from  operating  activities  are affected by the
seasonality  of  its  business  as  sales  of  certain   products  used  in  the
agricultural and construction industries are typically highest during the second
quarter  and  lowest  during the fourth  quarter  of each year.  These  seasonal
fluctuations  impact  the timing of  production,  sales and  purchases  and have
typically  resulted  in a use of  cash  from  operations  and  increases  in the
outstanding  balance under  Keystone's  revolving credit  facilities  during the
first quarter of each year. In addition,  lower than normal sales volumes during
the first quarter of 2003 resulted in higher than expected  inventory levels and
a  corresponding  increase in the  Company's use of cash. In order to reduce the
higher than normal inventory levels,  during March 2003 and April 2003, Keystone
curtailed production levels of certain products.

     At March 31, 2003 Keystone had negative  working  capital of $77.1 million,
including  $2.6  million of notes  payable and current  maturities  of long-term
debt,  $30.3 million of long-term debt  classified as current as a result of the
Company's  failure to comply with  certain  financial  covenants in the Keystone
Revolver as well as outstanding  borrowings under the Company's revolving credit
facilities  of $43.6  million.  The amount of available  borrowings  under these
revolving  credit  facilities  is based on  formula-determined  amounts of trade
receivables and inventories,  less the amount of outstanding  letters of credit.
At March 31, 2003,  unused credit  available for borrowing under  Keystone's $45
million  revolving credit facility (the "Keystone  Revolver"),  which expires in
March 2005, EWP's $7 million  revolving  credit facility,  which expires in June
2004  (the  "EWP  Revolver")  and  Garden  Zone's $4  million  revolving  credit
facility,  which  expires in May 2003,  the ("Garden Zone  Revolver")  were $6.5
million,  $1.7  million,  and  $324,000,  respectively.  The  Keystone  Revolver
requires  daily cash receipts be used to reduce  outstanding  borrowings,  which
results in the Company  maintaining  zero cash  balances when there are balances
outstanding under this credit facility.  Keystone  currently intends to renew or
replace the Garden Zone Revolver  upon its maturity in May 2003. A  wholly-owned
subsidiary  of Contran  has agreed to loan  Keystone  up to an  aggregate  of $6
million under the terms of a revolving  credit facility that matures on June 30,
2003.  Through May 15, 2003, the Company had not borrowed any amounts under such
facility.

     During the first  quarter of 2003,  Keystone's  operating  activities  used
approximately  $11.0  million of cash  compared  to  $309,000  used in the first
quarter of 2002,  due  primarily to lower  earnings from  operations  and higher
levels of inventories.

     During the first quarter of 2003, the Company made capital  expenditures of
approximately  $617,000 as compared to $1.3  million in the 2002 first  quarter.
Capital  expenditures  for  calendar  year 2003 are  currently  estimated  to be
approximately  $5.0 million and are related  primarily to upgrades of production
equipment.  Keystone  currently  anticipates these capital  expenditures will be
funded using cash flows from  operations  together with  borrowing  availability
under the Company's credit facilities.

     At March 31, 2003, the Company's  financial  statements  reflected  accrued
liabilities  of  $15.0  million  for  estimated   remediation  costs  for  those
environmental matters which Keystone believes are reasonably estimable. Although
the  Company  has   established  an  accrual  for  estimated   future   required
environmental  remediation costs,  there is no assurance  regarding the ultimate
cost of remedial  measures that might  eventually  be required by  environmental
authorities or that additional environmental hazards, requiring further remedial
expenditures,  might not be asserted  by such  authorities  or private  parties.
Accordingly,  the costs of remedial  measures  may exceed the  amounts  accrued.
Keystone  believes it is not possible to estimate the range of costs for certain
sites. The upper end of range of reasonably possible costs to Keystone for sites
for which the Company believes it is possible to estimate costs is approximately
$20.6 million.

     The Company  periodically  reviews the  recoverability  of its deferred tax
assets  to  determine  whether  such  assets  meet  the   "more-likely-than-not"
recognition  criteria. At March 31, 2003, the Company expects that its long-term
profitability  should  ultimately  be  sufficient  to enable it to realize  full
benefit of its future tax deductions. Although, considering all factors believed
to be relevant,  including the Company's recent operating results,  its expected
future near-term productivity rates; cost of raw materials,  electricity,  labor
and employee benefits,  environmental remediation, and retiree medical coverage;
interest rates;  product mix; sales volumes and selling prices and the fact that
accrued OPEB expenses will become deductible over an extended period of time and
require the Company to generate  significant  amounts of future taxable  income,
the Company  believes the gross  deferred tax assets may not currently  meet the
"more-likely-than-not"  realizability  test. As such, the Company has a deferred
tax asset valuation allowance of approximately  $89.9 million.  The Company will
continue to review the  recoverability of its deferred tax assets,  and based on
such periodic reviews,  the Company could change the valuation allowance related
to its deferred tax assets in the future.  The Company does not currently expect
it will be  appropriate  to recognize a tax benefit  with its  expected  pre-tax
losses during 2003.

     Keystone  incurs  significant  ongoing  costs for plant and  equipment  and
substantial employee medical benefits for both current and retired employees. As
such,  Keystone is vulnerable to business  downturns and increases in costs, and
accordingly,  routinely  compares its liquidity  requirements  and capital needs
against  its  estimated  future  operating  cash  flows.  In addition to planned
reductions in fixed costs and  announced  increases in certain  product  selling
prices,  Keystone is taking  additional  action towards improving its liquidity.
These actions include, but are not limited to, reducing inventory levels through
more  efficient  production  schedules and modifying  coverages and  participant
contribution  levels of medical plans for both employees and retirees.  Keystone
has  also  considered,  and may in the  future  consider,  the  sale of  certain
divisions  or  subsidiaries  that are not  necessary  to achieve  the  Company's
long-term business objectives.  However, there can be no assurance Keystone will
be successful in any of these or other efforts, or that if successful, they will
provide sufficient liquidity for the Company's operations during the next year.

     At March 31, 2003,  Keystone was not in compliance  with certain  financial
covenants  included in the  Keystone  Revolver.  Under the terms of the Keystone
Revolver,  failure to comply  with these  covenants  is  considered  an event of
default and gives the lender the right to  accelerate  the  maturity of both the
Keystone  Revolver  and  the  Keystone  Term  Loan.  The  Company  is  currently
negotiating  with the Keystone  Revolver and Keystone Term Loan lender to obtain
waivers of such  financial  covenants or  otherwise  amend the  respective  loan
agreements  to cure the  defaults.  There can be no assurance  Keystone  will be
successful  in  obtaining  such  waivers  or  amendments,  and  if  Keystone  is
unsuccessful,  there is no  assurance  the Company  would have the  liquidity or
other  financial  resources  sufficient  to repay the Keystone  Revolver and the
Keystone Term Loan if such indebtedness is accelerated.  The indenture governing
Keystone's  8% Notes  provides  the  holders  of such  Notes  with the  right to
accelerate  the maturity of the Notes in the event of a default by Keystone with
respect to any of the Company's other secured debt. However, the Notes cannot be
accelerated  through  December 31, 2003 because  Keystone has obtained a consent
from  holders  of more  than  67% of the  principal  amount  of the 8%  Notes to
forebear remedies  available to them solely as a result of the Company's failure
to comply with the  financial  covenants in the Keystone  Revolver  through such
date.  There  can be no  assurance  Keystone  will be in  compliance  with  such
financial  covenants  subsequent  to December  31,  2003.  If Keystone is not in
compliance with such financial covenants  subsequent to December 31, 2003, there
is no assurance  Keystone would be successful in obtaining an extended agreement
to forebear from a sufficient amount of holders of the 8% Notes, and if Keystone
is  unsuccessful,  there is no assurance  Keystone  would have the  liquidity or
other  financial  resources  sufficient  to  repay  the 8%  Notes  if they  were
accelerated.

     Management  currently  believes  cash flows from  operations  together with
funds available under the Company's credit facilities will be sufficient to fund
the anticipated needs of the Company's  operations and capital  improvements for
the year  ending  December  31,  2003.  This  belief is based upon  management's
assessment of various  financial and  operational  factors,  including,  but not
limited to, assumptions  relating to product shipments,  product mix and selling
prices,  production schedules,  productivity rates, raw materials,  electricity,
labor,  employee  benefits and other fixed and variable  costs,  interest rates,
repayments of long-term debt,  capital  expenditures,  and available  borrowings
under the  Company's  credit  facilities.  However,  there are many factors that
could cause actual future results to differ materially from management's current
assessment,  as discussed above, and actual results could differ materially from
those  forecasted  or  expected  and  materially  adversely  effect  the  future
liquidity,  financial  condition  and  results  of  operations  of the  Company.
Additionally,  significant  declines in the Company's end-user markets or market
share,  the inability to maintain  satisfactory  billet and wire rod  production
levels, or other unanticipated costs, if significant, could result in a need for
funds  greater  than  the  Company  currently  has  available.  There  can be no
assurance the Company  would be able to obtain an adequate  amount of additional
financing.  See Notes 13 and 15 to the Consolidated  Financial Statements in the
Annual Report.

ITEM 4.  CONTROLS AND PROCEDURES

     The Company maintains a system of disclosure  controls and procedures.  The
term  "disclosure  controls and  procedures,"  as defined by  regulations of the
Securities and Exchange Commission ("SEC"),  means controls and other procedures
that are  designed to ensure that  information  required to be  disclosed in the
reports  that the  Company  files or  submits  to the SEC under  the  Securities
Exchange Act of 1934, as amended (the "Act"), is recorded, processed, summarized
and  reported,  within the time periods  specified in the SEC's rules and forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that information  required to be disclosed by the
Company  in the  reports  that it files or  submits  to the SEC under the Act is
accumulated  and  communicated  to  the  Company's  management,   including  its
principal  executive officer and its principal financial officer, as appropriate
to allow timely  decisions to be made  regarding  required  disclosure.  Each of
David L. Cheek, the Company's President and Chief Executive Officer, and Bert E.
Downing, Jr., the Company's Vice President,  Chief Financial Officer,  Corporate
Controller and Treasurer,  have evaluated the Company's  disclosure controls and
procedures  as of a date  within 90 days of the  filing  date of this Form 10-Q.
Based upon their  evaluation,  these executive  officers have concluded that the
Company's  disclosure  controls and  procedures  are effective as of the date of
such evaluation.

     The  Company  also  maintains  a  system  of  internal  controls.  The term
"internal  controls," as defined by the American  Institute of Certified  Public
Accountants'  Codification of Statement on Auditing  Standards,  AU Section 319,
means controls and other  procedures  designed to provide  reasonable  assurance
regarding the  achievement  of objectives  in the  reliability  of the Company's
financial   reporting,   the  effectiveness  and  efficiency  of  the  Company's
operations and the Company's  compliance with  applicable laws and  regulations.
There have been no significant  changes in the Company's internal controls or in
other factors that could significantly  affect such controls,  subsequent to the
date of their last evaluation,  including any corrective  actions with regard to
significant deficiencies and material weaknesses.



<PAGE>


PART II.

ITEM 1. Legal Proceedings

     Reference  is  made to  disclosure  provided  under  the  caption  "Current
litigation" in Note 15 to the Consolidated  Financial Statements included in the
Annual Report.

ITEM 6. Exhibits and Reports on Form 8-K.
        --------------------------------

(a)     The following exhibits are included herein:



         99.1  Chief  Executive  Officer's  Certification  Pursuant to 18 U.S.C.
               Section   1350  as  Adopted   Pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002

         99.2  Chief  Financial  Officer's  Certification  Pursuant to 18 U.S.C.
               Section   1350  as  Adopted   Pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002

 (b) Reports on Form 8-K filed during the quarter ended March 31, 2003:

     None


<PAGE>


                               S I G N A T U R E S



Pursuant  to the  requirements  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.

                        Keystone Consolidated Industries, Inc.
                                  (Registrant)


Date:  May 20, 2003           By /s/Bert E. Downing, Jr.
                                 ----------------------------------
                                    Bert E. Downing, Jr.
                                    Vice President, Chief Financial Officer,
                                    Corporate Controller and Treasurer
                                    (Principal Financial and Accounting Officer)


                                 CERTIFICATIONS


I, David L.  Cheek,  the  President  and Chief  Executive  Officer  of  Keystone
Consolidated Industries, Inc. certify that:

1)   I have reviewed this quarterly report on Form 10-Q of Keystone Consolidated
     Industries, Inc.;

2)   Based on my knowledge,  this  quarterly  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 quarterly report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  quarterly  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
     quarterly 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 we 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  quarterly
          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 quarterly report the "Evaluation Date"); and

     c)   presented  in  this  quarterly   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 function):

     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)   Theregistrant's  other  certifying  officers  and I have  indicated in this
     quarterly report whether or not 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:  May 20, 2003

/s/ David L. Cheek
--------------------------
David L. Cheek
President and Chief Executive Officer




<PAGE>



                                 CERTIFICATIONS



I, Bert E. Downing, Jr., the Vice President,  Chief Financial Officer, Corporate
Controller and Treasurer of Keystone Consolidated Industries, Inc. certify that:

1)   I have reviewed this quarterly report on Form 10-Q of Keystone Consolidated
     Industries, Inc.;

2)   Based on my knowledge,  this  quarterly  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 quarterly report;

3)   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  quarterly  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
     quarterly 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 we 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  quarterly
          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 quarterly report the "Evaluation Date"); and

     c)   presented  in  this  quarterly   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 function):

     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
     quarterly report whether or not 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:  May 20, 2003

/s/ Bert E. Downing, Jr.
--------------------------
Bert E. Downing, Jr.
Vice President, Chief Financial Officer,
Corporate Controller and Treasurer





<PAGE>