S-8

      As filed with the Securities and Exchange Commission on June 3, 1998

                                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                     KEYSTONE CONSOLIDATED INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)
                              DELAWARE  37-0364250
                 (State or other jurisdiction  (I.R.S. Employer
             of incorporation or organization)  Identification No.)
                              Three Lincoln Centre
                                5430 LBJ Freeway
                                   Suite 1740
                           Dallas, Texas  75240-2697
                    (Address of principal executive offices)

                                  DeSoto, Inc.
                                1992 Stock Plan
                            (Full title of the plan)
                               Alan C. Leet, Esq.
                              Rogers & Hardin LLP
                            2700 International Tower
                           229 Peachtree Street, N.E.
                            Atlanta, Georgia  30303
                                 (404) 522-4700
(Name, address and telephone number, including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE


Title of Securities toAmount to be  Proposed Maximum     Proposed Maximum Amount of
be Registered         Registered(2) Offering Price Per   Aggregate        Registration
                                    Share                Offering Price   Fee
                                                              
Common Stock, $1.00   147,062       $12.125 (3)          $1,783,126.75    $ 526.03
par value per share
(1)


(1)  Issuable pursuant to the DeSoto, Inc. 1992 Stock Plan.

(2)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also includes an
     indeterminable number of additional shares that may become issuable as a result of cancelled, terminated or expired options for
     Common Stock.

(3)  Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and solely for the purpose of calculating the applicable
     registration fee, the proposed maximum offering price per share has been estimated at $12.125, which amount represents the
     average of the high and low sales prices of the common stock of Keystone Consolidated Industries, Inc. on May 27, 1998 as
     reported on the New York Stock Exchange.





     PART II

     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.


     The following documents are incorporated by reference in this Registration
Statement:

          (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Commission on March 24, 1998;

          (b)  The Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998, filed with the Commission on May 5, 1998;

          (c)  The Registrant's Current Report on Form 8-K dated as of December
23, 1997, filed with the Commission on January 16, 1998; and

          (d)  The Description of Capital Stock provided in the Registrant's
Registration Statement on Form 8-A, filed with the Commission on April 29, 1968.

        All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all the shares of Common Stock
offered hereby have been sold or which deregisters all of such shares then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.


     Not applicable.

Item 5.  Interests of Named Experts and Counsel.


     Not applicable.

Item 6.  Indemnification of Officers and Directors.


     Section 145 of the Delaware General Corporation Law ("DGCL") provides that,
to the extent a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding, whether civil, criminal, administrative or investigative or in
defense of any claim, issue, or matter therein (hereinafter a "Proceeding"), by
reason of the fact that he is or was a director, officer, employee or agent of a
corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise (collectively an "Agent" of the
corporation), he shall be indemnified against expenses (including attorney's
fees) actually and reasonably incurred by him in connection therewith.
     Section 145 also provides that a corporation may indemnify any person who
was or is a party or is threatened to be made a party to any threatened
Proceeding by reason of the fact that he is or was an Agent of the corporation,
against expenses (including attorney's fees), judgment, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interest of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful; provided, however, that in
an action by or in the right of the corporation, the corporation may not
indemnify such person in respect of any claim, issue, or matter as to which he
is adjudged to be liable to the corporation unless, and only to the extent that,
the Court of Chancery or the court in which such proceeding was brought
determines that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is reasonably entitled to indemnity.

     Article V of the Bylaws of Registrant provides with respect to the
indemnification of directors and officers that the Registrant shall indemnify to
the same extent currently permitted by Section 145 of the DGCL, each person that
such Section grants the Registrant power to indemnify.  Article Eleventh of the
Certificate of Incorporation of the Registrant provides that no director shall
be personally liable to the corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director, except with respect to (1) a
breach of the director's duty of loyalty to the corporation or its stockholder,
(2) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) liability under Section 174 of the DGCL, or
(4) a transaction from which the director derived an improper personal benefit.
Article Eleventh further provides that the liability of the corporation's
directors to the corporation or its stockholders will be limited to the fullest
extent permitted by Section 102(b)(7) of the DGCL, as amended from time to time.
     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that, in
the opinion of the Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.


     Not applicable.

Item 8.  Exhibits.


     The exhibits to this Registration Statement are listed on the Exhibit Index
included elsewhere herein.

Item 9.  Undertakings.


     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
the Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
after the  effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set  forth in the Registration
Statement.

               (iii)     To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described in Item 6, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer of controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


     SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on this 3rd day of June,
1998.

                         KEYSTONE CONSOLIDATED INDUSTRIES, INC.


                         By:
                               Robert W. Singer
                               President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of June 3, 1998.

     Signatures                              Capacity


               *                        Chairman of the Board

Glenn R. Simmons

                                        President and Chief Executive Officer

Robert W. Singer


                             
                                        Vice President - Finance and Treasurer
Harold M. Curdy                         (Principal and Financial Officer)

                                        Corporate Controller (Principal
Bert E. Downing, Jr.                    Accounting Officer)

               *                        Director

Thomas E. Barry

               *                        Director

Paul M. Bass, Jr.

               *                        Director

David E. Connor

               *                        Director

William P. Lyons

               *                        Director

William Spier

               *                        Director

J. Walter Tucker, Jr.

                                        Director
               *

Richard N. Ullman

*    By:

                              
          Harold M. Curdy, as Attorney-in-Fact
































                              II-14

                                    EXHIBIT INDEX

Exhibit
  No.                    Description


4.1  Certificate of Incorporation of the Registrant (incorporated herein by
     reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for
     the year ended December 31, 1990).

4.2  Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2
     to the Registrant's Annual Report on Form 10-K for the year ended December
     31, 1994).

4.3  Indenture dated as of August 7, 1997 relating to the Registrant's 9 5/8%
     Senior Secured Notes due 2007 (incorporated by reference to Exhibit 4.1 to
     the Registrant's Current Report on Form 8-K filed on September 4, 1997).

5.1  Opinion of Rogers & Hardin LLP

23.1 Consent of Coopers & Lybrand L.L.P.

23.2 Consent of Rogers & Hardin LLP (contained in Exhibit 5.1).

24.1 Power of Attorney

EX-5.1

                                  EXHIBIT 5.1

[The following text appears as letterhead:

Rogers & Hardin
Attorneys at Law
2700 International Tower
229 Peachtree Street, N.E.
Atlanta, Georgia  30303-1601]



     June 2, 1998



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Keystone Consolidated Industries, Inc.
          Registration Statement on Form S-8


Ladies and Gentlemen:

     We have acted as counsel to Keystone Consolidated Industries, Inc. (the
"Company") in connection with the filing by the Company of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission") registering under the Securities Act of
1933, as amended (the "Act"), 147,062 shares of common stock, $1.00 par value

per share (the "Common Stock"), of the Company issuable in connection with the
DeSoto, Inc. 1992 Stock Plan (the "Plan").  All such shares of Common Stock are
referred to herein as the "Shares".

     The opinion hereinafter set forth is given pursuant to Item 8 of Form S-8
and Item 601 of Regulation S-K.  Such opinion is given solely for the benefit of
the Commission, may be relied upon only by the Commission in connection with the
Registration Statement and may not be used, circulated, quoted or referred to by
or filed with any other person or entity, including any other governmental unit
or agency, without first obtaining the express written consent of this firm.

     In giving the opinion hereinafter set forth, we have examined the minutes
of the proceedings of the stockholders and the Board of Directors of the Company
and of DeSoto, Inc., the Plan, and such other agreements, documents, instruments
and records as we deemed necessary or appropriate under the circumstances for us
to express the opinion hereinafter set forth.  As to various factual matters
that are material to our opinion, we have relied upon certificates of officers
of the Company and certificates and orders of various public officials.  In
making the foregoing examinations, we assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to the original documents of all documents submitted to us as copies, the
authority of the person or persons who executed each of such documents on behalf
of any person or entity other than the Company, the correctness and accuracy of
all certificates of officers of the Company and the correctness and accuracy of
all certificates and orders of various public officials.

     We are members of the Bar of, and are admitted to practice only in, the
State of Georgia.  Accordingly, we express no opinion herein as to the laws of
any jurisdiction other than the United States, the State of Georgia and the
Delaware General Corporation Law (the "DGCL").  Except as to the DGCL, to the

extent that any of the opinions contained herein requires consideration of the
laws of a state other than the State of Georgia, we have assumed, with your
permission, that the laws of such states are the same as the laws of the State
of Georgia.

     Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued in accordance with the Plan against payment in full of the
purchase price therefor, when applicable, will be validly issued, fully paid and
nonassessable.

     Our conclusions are limited to the matters expressly set forth as our
"opinion" in the immediately preceding paragraph, and no opinion is implied or
to be inferred beyond the matters expressly so stated.  Such opinion is given as
of the date hereof, and we expressly decline any undertaking to revise or update
such opinion subsequent to the date hereof or to advise the Commission of any
matter arising subsequent to the date hereof that would cause us to modify, in
whole or in part, such opinion.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving the foregoing consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.

                                   Very truly yours,



                                   ROGERS & HARDIN

EX-23.1

                                  EXHIBIT 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in the registration statement of
Keystone Consolidated Industries, Inc. on Form S-8 related to the registration
of common stock for the DeSoto, Inc. 1992 Stock Plan of our report dated March
2, 1998, on our audits of the consolidated financial statements and financial
statement schedule of Keystone Consolidated Industries, Inc. and Subsidiaries as
of December 31, 1997 and 1996, and for the years ended December 31, 1997, 1996,
and 1995, which report is included in the Annual Report on Form 10-Keystone.



Dallas, Texas
June 2, 1998

EX-24

                                  EXHIBIT 24.1

                                  POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Robert W. Singer or Harold M. Curdy, and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign the
Registration Statements on Form S-8 of Keystone Consolidated Industries, Inc.
(the "Company"), relating to the Keystone Consolidated Industries, Inc. 1997
Long-Term Incentive Plan, the Keystone Consolidated Industries, Inc. 1992
Incentive Compensation Plan and the DeSoto, Inc. 1992 Stock Plan, each to be
filed with the Commission, and any and all amendments (including post-effective
amendments) thereto, and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     This 2nd day of June, 1998.





Glenn R. Simmons                        David E. Connor




Robert W. Singer                        William P. Lyons




Harold M. Curdy                         William Spier




Bert E. Downing, Jr.                    J. Walter Tucker, Jr.




Thomas E. Barry                         Richard N. Ullman




Paul M. Bass, Jr.