CERTIFICATE OF AMENDMENT
                                     OF THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.

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     Keystone  Consolidated  Industries,   Inc.,  a  corporation  organized  and
existing  under  and by virtue of the  General  Corporation  Law of the state of
Delaware (the "Corporation"), does hereby certify that:

     FIRST:  The  amendments  to  the  Corporation's   restated  certificate  of
incorporation  set  forth  below  were  duly  adopted  in  accordance  with  the
provisions  of  section  242 of the  General  Corporation  Law of the  state  of
Delaware, as amended.

     SECOND:  Article  Fourth  of  the  Corporation's  restated  certificate  of
incorporation is amended to read in its entirety as follows:

     FOURTH.  The  total  number of shares  of all  classes  of stock  which the
corporation  shall have authority to issue is twenty-seven  million five hundred
thousand  (27,500,000),  of which twenty-seven  million  (27,000,000) shares are
Common  Stock  of the par  value of One  Dollar  ($1.00)  each and five  hundred
thousand  (500,000)  shares are  Preferred  Stock  without par value  (including
250,000 shares of Series A Cumulative Convertible Pay-In-Kind Preferred Stock by
prior designation, as amended).

     The  Preferred  Stock shall be issued in one or more  series.  The Board of
Directors is hereby expressly  authorized to issue the shares of Preferred Stock
in such series and to fix from time to time before issuance the number of shares
to be included in any series and the designation,  relative rights,  preferences
and  limitations  of all shares of such  series.  The  authority of the Board of
Directors with respect to each series shall include, without limitation thereto,
the  determination  of any or all of the following and the shares of each series
may vary from the shares of any other series in the following respects:

     (a)  The number of shares  constituting  such  series  and the  designation
          thereof to  distinguish  the shares of such  series from the shares of
          all other series;

     (b)  The annual dividend rate on the shares of that series and whether such
          dividends shall be cumulative and, if cumulative,  the date from which
          dividends shall accumulate;

     (c)  The  redemption  price  or  prices  for  the  particular   series,  if
          redeemable, and the terms and conditions of such redemption;

     (d)  The  preference,  if any, of shares of such series in the event of any
          voluntary or involuntary liquidation, dissolution or winding up of the
          corporation;

     (e)  The voting rights, if any, in addition to the voting rights prescribed
          by law and the terms of exercise of such voting rights;

     (f)  The  right,  if any,  of shares of such  series to be  converted  into
          shares of any other  series or class and the terms and  conditions  of
          such conversion; and

     (g)  Any other relative rights, preferences and limitations of that series.

     No holder of stock of the  corporation  shall have any  preemptive or other
right whatever,  as such holder, to subscribe for or purchase or to have offered
to him for subscription or purchase any additional shares of stock of any class,
character  or  description  which may be issued or sold by the  corporation,  or
obligations of any kind which may be issued or sold by the corporation and which
shall be  convertible  into stock of any class of the  corporation,  or to which
there shall be attached or appertain any warrant or warrants or other instrument
or instruments that shall confer upon the holder of such obligation the right to
subscribe  for,  or to purchase or receive  from the  corporation  any shares of
capital  stock  of  any  class  of the  corporation,  whether  now or  hereafter
authorized.

     THIRD:  Article  Eighth  of  the  Corporation's   restated  certificate  of
incorporation is amended to read in its entirety as follows:

     EIGHTH.  The number of directors of the  corporation  shall be fixed by the
by-laws,  subject to the provisions of this certificate of incorporation  and to
the provisions of the laws of the State of Delaware.

     Any  director or the entire  board of  directors  may be  removed,  with or
without  cause,  by holders of a majority of the shares then entitled to vote at
an election of directors.

     In  furtherance  and not in limitation of the powers  conferred by statute,
the board of directors is expressly authorized:

     To make, alter, amend or repeal the by-laws of the corporation.

     To authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.

     To set  apart  out of any of the  funds of the  corporation  available  for
dividends a reserve or reserves  for any proper  purpose and to abolish any such
reserve in the manner in which it was created.

     By resolution  passed by the majority of the whole board,  to designate one
or more committees, each committee to consist of two or more of the directors of
the  corporation,  which,  to the extent  provided in the  resolution  or in the
by-laws of the corporation,  shall have and may exercise the powers of the board
of directors in the  management of the business and affairs of the  corporation,
and may authorize the seal of the  corporation to be affixed to all papers which
may require it. Such  committee or  committees  shall have such name or names as
may be  determined  from  time to time by  resolution  adopted  by the  board of
directors.

     IN WITNESS WHEREOF, Keystone Consolidated Industries,  Inc. has caused this
certificate  to be signed by Sandra K. Myers,  its  secretary,  this __th day of
October, 2003.

                                      KEYSTONE CONSOLIDATED INDUSTRIES, INC.




                                      By: /s/Sandra K. Myers, Secretary
                                          Sandra K. Myers, Secretary