EX-31.2 3 kci10q1stqrt033108exh31_2.htm KEYSTONE CONSOLIDATED INDUSTRIES, INC. - 10Q 1ST QUARTER EXHIBIT 31.2 - 03-31-08 kci10q1stqrt033108exh31_2.htm
Exhibit 31.2

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 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 report;

3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Keystone Consolidated Industries, Inc. as of, and for, the periods presented in this report;

4)
Keystone Consolidated Industries, Inc. other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Keystone Consolidated Industries, Inc. and we have:

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Keystone Consolidated Industries, Inc., including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
Evaluated the effectiveness of Keystone Consolidated Industries, Inc.'s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
Disclosed in this report any change in Keystone Consolidated Industries, Inc.’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (Keystone Consolidated Industries, Inc.’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, Keystone Consolidated Industries, Inc.’s internal control over financial reporting; and

5)
Keystone Consolidated Industries, Inc.’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Keystone Consolidated Industries, Inc.’s auditors and the audit committee of Keystone Consolidated Industries, Inc.’s board of directors (or persons performing the equivalent function):
 
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Keystone Consolidated Industries, Inc.’s ability to record, process, summarize and report financial information; and
 
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in Keystone Consolidated Industries, Inc.’s internal control over financial reporting.



Date: May 9, 2008



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