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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549

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FORM 10-K
(Mark One)

[x]FOR ANNUAL REPORTAND TRANSITION REPORTS
PURSUANT TO SECTIONSECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000,
OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to
Commission File Number:
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002
OR

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

For the transition period from to

Commission file number 0-1227

CHICAGO RIVET & MACHINE CO.
(Exact nameName of registrantRegistrant as specifiedSpecified in its charter)

Illinois 36-0904920
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

901 Frontenac Road, Naperville, IL 60563
(Address or principal executive offices)Its Charter)

Illinois 36-0904920
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

901 Frontenac Road, Naperville, Illinois 60563
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (630) 357-8500

Securities registered pursuant to Section 12(b) of the Act:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS
ON WHICH REGISTERED
------------------- ------------------------------------
Common Stock -- $1.00 Par Value
American Stock Exchange
(including Preferred Stock Purchase Rights)
NAME OF EACH EXCHANGE
ON WHICH REGISTERED
--------------------
American Stock Exchange
(Trading privileges only, not registered)

Securities registered pursuant to Section 12(g) of the Act: None

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(Title of Class)

INDICATE BY CHECK MARK WHETHER THE REGISTRANTREGISTRANT: (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [CHECK MARK] NO___X NO ____

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [ ]

STATE[X]

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED IN EXCHANGE ACT RULE 12B-2). YES ____ NO X

THE AGGREGATE MARKET VALUE OF THE VOTINGCOMMON STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT. THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO
THE PRICE AT WHICH THE STOCK WAS SOLD, OR THE AVERAGE BID AND ASKED PRICES OF
SUCH STOCK,REGISTRANT AS OF A SPECIFIED DATE WITHIN 60 DAYS PRIOR TO THE DATE OF FILING.

$13,953,453JUNE 28, 2002 WAS $20,177,327.

AS OF JANUARY 31, 2001FEBRUARY 15, 2003, 966,132 SHARES OF THE REGISTRANT'S COMMON SHARES OUTSTANDING AS OF JANUARY 31, 2001STOCK WERE
967,132 ($1 PAR VALUE)OUTSTANDING.

DOCUMENTS INCORPORATED BY REFERENCE

(1) PORTIONS OF THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS FOR THE YEAR
ENDED DECEMBER 31, 20002002 (THE "2000"2002 REPORT") ARE INCORPORATED BY REFERENCE IN
PARTS I, II AND IV OF THIS REPORT.

(2) PORTIONS OF THE COMPANY'S DEFINITIVE PROXY STATEMENT WHICH IS TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE
COMPANY'S 20012003 ANNUAL MEETING OF SHAREHOLDERS ARE INCORPORATED BY REFERENCE IN
PART III OF THIS REPORT.
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2
CHICAGO RIVET & MACHINE CO.
PERIOD ENDING DECEMBER 31, 20002002

Item Page
No. No.
- ---
---- ----

Part I

1. Business 3
2. Properties 4
3. Legal Proceedings 4
4. Submission of Matters to a Vote of Security Holders 4
3. Legal Proceedings 4
4. Submission of Matters to a Vote of Security Holders 5

Part II

5. Market for Registrant's Common Equity and Related
Stockholder Matters 6
6. Selected Financial Data 6
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
7a. Quantitative and Qualitative Disclosures About Market Risk 11
8. Financial Statements and Supplementary Data 11
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 11

Part III

10. Directors and Executive Officers of the Registrant 11
11. Executive Compensation 11
8. Financial Statements and Supplementary Data 11
9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 12

Part III

10. Directors and Executive Officers of the Registrant 12
11. Executive Compensation 12
12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 12
13. Certain Relationships and Related Transactions 12

Part IV
14. Controls and Procedures 12

Part IV

15. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K 13

2
3

PART I

ITEM 1 - BUSINESS

Chicago Rivet & Machine Co. (the Company) was incorporated under the
laws of the State of Illinois in December, 1927, as successor to the business of
Chicago Rivet & Specialty Co. The Company operates in two segments of the
fastener industry: Fastenersfasteners and Assembly Equipment.assembly equipment. The Fastenerfastener segment
consists of the manufacture and sale of rivets, cold-formed fasteners and parts
and screw machine products. The Assembly Equipmentassembly equipment segment consists primarily of
the manufacture of automatic rivet setting machines, automatic assembly
equipment, parts and tools for such machines, and the leasing of automatic rivet
setting machines. For further discussion regarding the Company's operations see
Note 110 which appears on page 810 of the Company's 20002002 Annual Report to
Shareholders, incorporated herein by reference.Shareholders. The 20002002 Annual Report is filed as an exhibit to this report.

The principal market for the fastener segment operationsCompany's products is the North American
automotive and appliance industries within the United States.industry. Sales are solicited by employees and by independent sales
representatives.

The segments in which the Company operates are characterized by active
and substantial competition. No single company dominates the industry. The
Company's competitors include both larger and smaller manufacturers, and
segments or divisions of large, diversified companies with substantial financial
resources. Principal competitive factors in the market for the Company's
products are quality, service, reliability and price.

The Company serves a wide variety of customers. Sales revenuesRevenues are primarily
derived from sales to customers involved, directly or indirectly, in the
manufacture of automobiles and appliances.automotive components. Information concerning
backlog of orders is not considered material to the understanding of the
Company's business due to relatively short production cycles. The level of
business activity for the Company is closely related to the overall level of
industrial activity in the United States. During 2000,2002, sales to two customers
exceeded 10% of the Company's consolidated revenues. Sales to TI Group
Automotive Systems Corporation accounted for approximately 19%18% of the Company's
consolidated revenues in 2000, 17%2002, 18% in 19992001 and 15%19% in 1998.2000. Sales to Fisher &
Company accounted for approximately 11%17%, 14% and 11% of the Company's
consolidated revenues in 2002, 2001, and 2000, respectively. Sales to Purchased
Parts Group accounted for approximately 10% of the Company's consolidated
revenues in 2000, 1999, and 1998, respectively.2001.

The Company's business has historically been somewhat stronger during the first
half of the year.

The Company generally does not provide credit terms in excess of thirty
days.

The Company purchases raw materials from a number of sources, primarily
within the United States. There are numerous sources of raw materials, and the
Company does not have to rely on a single source for any of its requirements.
The Company is not aware of any significant problem in the availability of raw
materials used in its production.

Patents, trademarks, licenses, franchises and concessions are not of
significant importance to the business of the Company.

3
4

The Company does not engage in basic research activities, but rather in
ongoing product improvement and development. The amounts spent on product
development activities in the last three years were not material.

3
At December 31, 2000,2002, the Company employed 366340 people.

The Company has no foreign operations, and sales to foreign customers
represent only a minor portion of the Company's total sales.

ITEM 2 - PROPERTIES

The Company conducts its manufacturing and warehousing operations at
five plants, which are described below. All five plants are owned by the Company
and considered suitable and adequate for their present use. The Company also
currently maintains a small sales office in Norwell, Massachusetts in a leased
facility.

Of the properties described below, the Jefferson, Iowa and the Madison
Heights, Michigan facilities are used entirely in the fastener segment. The
Albia, Iowa facility is used exclusively in the assembly equipment segment. The
Tyrone, Pennsylvania and the Naperville, Illinois facilites are utilized in both
operating segments.

Plant Locations and Descriptions
--------------------------------

Naperville, Illinois Brick, concrete block and partial metal
construction with metal roof.

Tyrone, Pennsylvania Concrete block with small tapered beam
type warehouse.

Jefferson, Iowa Steel tapered beam construction.

Albia, Iowa Concrete block with prestressed
concrete roof construction.

Madison Heights, Michigan Concrete, brick and partial metal
construction with
Michigan metal roof.

ITEM 3 - LEGAL PROCEEDINGS

The Company is, from time to time involved in litigation, including
environmental claims, in the normal course of business. With regardWhile it is not possible
at this time to environmental claims,establish the Company has been named by state and/or federal
government agencies as a "potentially responsible party"ultimate amount of liability with respect to
certain
waste disposal sites. As a potentially responsible party, the Company may be
considered jointly and severally liable, along with other potentially
responsible parties, for the cost of remediation of these waste sites. The
actual cost of remediationcontingent liabilities, including those related to legal proceedings, management
is presently unknown. Despite the joint and several
nature of liability, these proceedings are frequently resolved on the basis of the quantity and type of waste disposed byopinion that the parties. The actualaggregate amount of liabilityany such liabilities, for the Company is unknown due to disagreement concerning the
allocation of responsibility, uncertainties regarding the amount of contribution
that will be available from other parties and uncertainties related to insurance
coverage. After investigation of the quantities and type of waste disposed at
these sites, it is management's opinion that any liabilitywhich
provision has not been made, will not behave a material toadverse effect on the
Company's financial condition. At a number of waste disposal sites, the
issues affecting the Company, have been favorably resolved, or are nearing
resolution, and accordingly, the Company has reduced the amount of reserves
recorded in connection with these sites. Nevertheless, it is likely that the
Company

4
5

will incur additional costs associated with the remaining proceedings and,
accordingly, the Company has recorded a total liability of $25,000 related to
these matters. The adequacy of this reserve will be reviewed periodically as
more definitive cost information becomes available.position.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of the Company's shareholders during
the fourth quarter of 2000.2002.

Executive Officers of the Registrant

The names, ages and positions of all executive officers of the Company,
as of March 24, 2001,26, 2003, are listed below. Officers are elected annually by the
Board of Directors at the meeting of the directors immediately following the
Annual Meeting of Shareholders. There are no family relationships among these
officers, nor any arrangement or understanding between any officer and any other
person pursuant to which the officer was selected.

Number of years
Name and Age of Officer Position an Officer
- ----------------------- -------- ---------------

John A. Morrissey 65 Chairman, Chief 21
Executive Officer

John C. Osterman 49 President, Chief 17
Operating Officer
and Treasurer

Donald P. Long 49 Vice-President Sales 6

Kimberly A. Kirhofer 42 Secretary 10

Michael J. Bourg 38 ControllerName and Age of Officer Position Years an Officer
- -------------------------- -------- ----------------

John A. Morrissey 67 Chairman, Chief 22
Executive Officer

John C. Osterman 51 President, Chief Operating 19
Officer and Treasurer

Nirendu Dhar 61 General Manager, 2

H & L Tool Company, Inc.

Donald P. Long 51 Vice-President Sales 8

Kimberly A. Kirhofer 44 Secretary 12

Michael J. Bourg 40 Controller 4

- - Mr. Morrissey has been Chairman of the Board of Directors of the
Company since November 1979, and Chief Executive Officer since August
1981. He has been a director of the Company since 1968.

- - Mr. Osterman has been President, Chief Operating Officer and Treasurer
of the Company since September 1987. He was Assistant Secretary from
November 1983 to May 1985 when he became Assistant Vice
President-Administration. He became Vice President-Administration in
May 1986 and was named Executive Vice President in May 1987. He has
been a director of the Company since May 1988.

- - Mr. Dhar has been employed as General Manager of the Company's
subsidiary, H & L Tool Company, Inc., since 1996. Mr. Dhar was employed
as Plant Manager and Chief Engineer of H & L Tool Company, Inc. prior
to the Company's acquisition of H & L Tool Company for more than five
years.

- - Mr. Long has been Vice President-Sales of the Company since November
1994, and was Director of Sales and Marketing of the Company from March
1993 through November 1994. Prior to that, he was employed by Townsend
Engineered Products, a maker of rivets, cold-formed fasteners and rivet
setting equipment in various sales management positions for more than 5
years.

- - Mrs. Kirhofer has been Secretary of the Company since August 1991, and
was Assistant Secretary of the Company from February 1991 through
August 1991. Prior to that, she held various administrative positions
with the Company since May 1983.

5
6

- - Mr. Bourg has been Controller of the Company since December 1998. Prior
to that, he was Accounting Manager at Fuchs Lubricants Co., a
manufacturer of industrial lubricants, for two years and prior to that
was employed by the public accounting firm of McGladrey & Pullen, LLP
as a public accountant, for more than five years.

5
PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDERSTOCKHOLDER MATTERS

The Company's common stock is traded on the American Stock Exchange
(trading privileges only, not registered). As of December 31, 20002002 there were
374320 record holders of such stock. The information on the market price of, and
dividends paid with respect to, the Company's common stock, set forth in the
section entitled "Information on Company's Common Stock" which appears on page
12 of the 20002002 Annual Report is incorporated herein by reference. The 20002002
Annual Report is filed as an exhibit to this report.

ITEM 6 - SELECTED FINANCIAL DATA

The section entitled "Selected Financial Data" which appears on page 11
of the 20002002 Annual Report is incorporated herein by reference. The 20002002 Annual
Report is filed as an exhibit to this report.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This discussion contains certain "forward-looking statements" which are
inherently subject to risks and uncertainties that may cause actual events to
differ materially from those discussed herein. Factors which may cause such
differences in events include, among other things, our ability to maintain our
relationships with our significant customers; increased global competition;
increases in the prices of, or limitations on the availability of, our primary
raw materials; or a downturn in the automotive industry, upon which we rely for
sales revenue, and which is cyclical and dependent on, among other things,
consumer spending, international economic conditions and regulations and
policies regarding international trade. Many of these factors are beyond our
ability to control or predict. Readers are cautioned not to place undue reliance
on these forward-looking statements. We undertake no obligation to publish
revised forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.

In addition to the disclosures contained herein, readers are also urged
to carefully review and consider any risks and uncertainties contained in other
documents filed by the Company with the Securities and Exchange Commission.

RESULTS OF OPERATIONS

For 2002, the Company posted increases in both revenues and net income
compared with 2001. The long running economic expansion thatCompany's performance is especially gratifying in view
of available data indicating the U.S. economy has enjoyed
appears to have run its course. Though there may be some debate as to the extentlevel of the slowdown in the overall economy, there is little doubt thatindustrial production within the
manufacturing sector slowed dramatically during 2000.of the domestic economy declined again in 2002. With the
notable exception of automobile production, we witnessed little, if any,
improvement in conditions within our markets. Despite record automobile
sales, companiesthe fact that operating
withinresults improved, our enthusiasm is restrained by the knowledge that while
revenues increased overall, gains were customer specific, rather than a broadly
based improvement that would suggest the beginning of a sustained rebound.
Indeed, while we are pleased to have successfully solicited new customers, and
new business from existing customers, we are mindful that our markets continue
to be intensely competitive; and, that as global sourcing becomes more
widespread, we are also affected by customers' decisions to shift manufacturing
to facilities outside of the United States.

7We continued to benefit from successful efforts to control many cost
elements; however, costs of certain items - such as health insurance, and to a
lesser extent raw materials - seem to be driven by factors that segmentare beyond our
immediate control. Despite the increase in operating levels within the
automotive industry in 2002, there were limited opportunities to recover these
higher costs by increasing prices. We see no reason to anticipate a meaningful
change in this situation in the near future. Our past investments in new
equipment have helped offset some of the economy generally posted weaker results thanincrease in the prior
year. This was the case for Chicago Rivet. The softness in new orders that we
reported early in 2000 continued to characterize our markets throughout the
year,costs of operations,
while also expanding our capabilities and the softening accelerated during the second half. In view of these
conditions, which contributed to both lower revenues and reduced income compared
to the record performance in 1999, our resultsproviding a foundation for the year were respectable.

2000future.

2002 COMPARED TO 1999

Conditions in our major markets tended to weaken as the year
progressed. As a result, net2001

Net sales and lease revenues declinedimproved approximately 6% compared with
2001 and totaled $43,012,766 in 2002. As discussed below, revenue gains were
achieved in both the fastener and assembly equipment segments and the increased
volume, coupled with successful efforts to $45,423,263hold the line on costs, translated
into improvements in 2000. Ongross margins, which amounted to $10,585,563 for 2002,
compared with $9,187,046 recorded in 2001.

Within the fastener segment, revenues increased 7%, to $34,991,758,
reflecting an overall basis,increase in automobile production. However, it should be
noted that our volumes did not increase across our entire customer base.
Instead, our overall gain was due to increases in business with certain key
customers, bolstered by revenues related to new customers and new products from
existing customers.

Gross margins within the fastener segment improved to 21.1% in 2002,
compared with 19.9% recorded in 2001. This improvement is largely attributable
to the effects of higher volumes and increases in efficiency associated with
those higher volumes. A number of other factors impacted operations during the
year. While we benefited from reductions in tooling costs, those savings were
offset by increases in the cost of materials and by a substantial increase in
the cost of employee health insurance.

Activity levels within the assembly equipment segment remain well below
the level that we consider normal. While revenues within the segment improved to
$8,021,008 in 2002, compared with $7,738,868 in 2001, the change is attributable
to a few large orders and not due to any significant improvement in the market
for equipment, which remains adversely affected by a persistent decline in the
broad manufacturing sector and the related restraint on capital spending.
Nevertheless, gross margins within this representssegment improved to approximately 40% in
2002 compared with 35% for 2001. This improvement is primarily attributable to
higher volumes and reduced labor expense.

Selling and administrative expenses increased approximately 3.7%
compared with 2001. Both profit sharing and sales commissions increased as a
result of higher sales and increased profits. Other factors contributing to the
increase include higher salary expense and increased health insurance costs,
partially offset by a decrease in the provision for bad debt expense, which was
unusually high in the prior year due to the bankruptcy filing of a certain
customer.

The Company recorded net interest income during 2002 of $4,214,
compared with net interest expense of $114,607 in 2001, as a result of lower
prevailing interest rates and reduced debt levels.

2001 COMPARED TO 2000

The effect of the recession was apparent in the comparison of revenues
and margins between 2001 and 2000. Net sales and lease revenues fell to
$40,443,010 in 2001, a decline of 7.5%11% compared to the
record2000. This lower level of
$49,080,257 recordedoperations was the

primary factor contributing to the decrease in 1999.gross margins, which fell to
$9,187,046 for 2001, compared to $11,943,030 reported for 2000.

Revenues within the fastener segment which begandeclined 8.5% and amounted to
$32,704,142 during 2001. This decline stems from the combination of lower
volumes for existing business, partially offset by successful efforts to win new
business from both new and existing customers. Gross margins within this segment
declined from 22.3% in 2000 at a slightly stronger pace than in the prior year,
endedto 19.9% for 2001. During the year, at $35,735,699, a declinethe Company was
able to take advantage of 4.7% compared to 1999, as the second
half of the year was characterized by business levels that were sharply lower
than the preceding six months. This downturn is attributable to a decline in the
level of activitysoftness within the motor vehicleraw materials market, successfully
negotiating price reductions for certain raw materials and automotive parts sector ofsupplies.
Unfortunately, the economy upon which we depend for the majority of our fastener revenues. Within
the assembly equipment segment, demandpositive contribution from those activities was comparatively soft early in the year,
and became weaker as the year progressed. As a result, revenues for the full
year declined approximately 16% compared to 1999, totaling $9,687,564 during
2000.

Given the reduced operating levels, gross margins within the fastener
segment declined compared to the prior year. However, there were other
significant factors that impacted gross margins. Among them were increases in
wage levels necessary to retain skilled labor in the face of very tight labor
markets,offset by
increases in the cost of tooling and supplies used in manufacturing,
significantly higher costs for health insurance and a somewhat higher depreciation expense
associatedcost for
perishable tooling. Other than those two areas, we were generally successful in
reducing our variable costs in a manner consistent with recent investmentsthe reduced level of
operations. Fixed costs, as would be expected, remained relatively unchanged
despite the reduced levels of operations.

The domestic metalworking machinery market suffered a significant
decline in new manufacturing equipment. While
competitive situations continued2001, with overall activity falling to hamper our ability to recover the higher
costs outlined above, favorableits lowest level in nearly a
decade. These conditions were plainly evident in the market for raw materials
enabled usresults of operations
within our assembly equipment segment. Revenues fell to negotiate modest$7,738,868 during 2001,
compared to $9,687,564 recorded during 2000. Despite our efforts to reduce costs
and manage the negative effects of lower volumes, we were unable to cut costs as
quickly and as deeply as demand declined. Because we believe that this downturn
is of a cyclical nature, we made a decision to attempt to maintain as much of
our skilled workforce as possible, rather than attempt to match volume declines
with a wholesale reduction in the workforce. As a result, labor and benefit
costs remained at levels somewhat higher than might otherwise be expected, given
recent business conditions. On a short-term basis, we view this as the most
practical response to what we believe will be a temporary situation. We were
able to achieve only limited reductions in the prices paid for certain raw
materials. Overall, however, the combination of lower volume and generally
higher manufacturingfixed costs caused gross margins within the fastener segment to
fall to 22.3% compared to 23.9% inwith the prior
year. During 2000, revenues within the assembly equipment segment declinedThe net result was an overall decline in gross margins, which fell to
approximately 16%35% in 2001, compared to 1999. Most42% recorded in 2000.

Selling and administrative expenses declined significantly compared
with the prior year. Successful completion of this decline wasthe first phase of implementation
of new data processing systems resulted in a function of
reduced unit sales, as demand was comparatively weak throughoutsignificant reduction in consulting
expenses compared with the prior year. Gross
marginsIn addition, salary and benefit expenses
declined from approximately 45%significantly due to reductions in 1999 to 42% in 2000, due in part to a
continued shift toward lower pricedheadcount, achieved mainly through
attrition. Sales commissions and lower margin equipment, and also
reflects the impact of higher health insurance costs. Most other costs of
manufacturing were reducedprofit sharing expense declined to levels
consistent with the lower operating levels.

Sellingsales volumes and administrative expenses declined 3.6% comparedlower income, respectively.
Unfortunately, bad debt expense increased by a net amount of $114,000, mainly
due to the third quarter bankruptcy filing of a certain customer.

Lower prevailing interest rates, combined with 1999.
Costs incurredlower debt, resulted in
a net interest expense reduction of $61,000.

DIVIDENDS

The Company paid four regular quarterly dividends of $.18 per share
during 2002. In addition, an extra dividend of $.15 per share was paid during
the second quarter of 2002, bringing the total dividend distribution to $.87 per
share. On February 17, 2003 your Board of Directors declared a regular quarterly
dividend of $.18 per share, payable March 20, 2003 to shareholders of record
March 5, 2003. This continues the uninterrupted record of consecutive quarterly
dividends paid by the Company to its shareholders that extends over 69 years. At
that same meeting, the Board declared an extra dividend of $.25 per share,
payable April 17, 2003 to shareholders of record on April 4, 2003.

MACHINERY AND EQUIPMENT

Investments in machinery and equipment totaled $886,009 in 2002. The
majority of this investment was related to the fastener segment of our
operations. Approximately $567,000 was invested in new equipment directly
related to the manufacture of fasteners, with an additional $123,000 expended
for equipment related to quality control and finishing operations for the
fastener segment. The balance was expended for a variety of miscellaneous items,
including material handling, data processing and other equipment.

The Company invested approximately $1.4 million in machinery, equipment
and building improvements during 2001. The majority of these expenditures were
related to the fastener segment of our operations. Specifically, a total of $1.1
million was expended for the purchase of equipment used directly in the
manufacture of fasteners and $88,000 was invested in new equipment related to
the quality control process in fastener manufacturing. $129,000 was expended in
connection with the implementation of new data processing systems declined substantiallyand data communications equipment, $61,000 was
spent for building improvements, primarily related to the fastener segment of
our business, and the balance was expended for a variety of smaller machinery
and equipment, including the manufacture of automatic rivet setting equipment
that is leased to our customers.

Capital investments totaled approximately $2.1 million during 2000.
Slightly over $1.9 million of this total was invested in new equipment related
to the production of fasteners. Of the amount expended within the fastener
segment, $1.5 million was invested in new cold heading and thread-forming
equipment and certain support equipment. This equipment was purchased to expand
our capacity to manufacture certain specialty products for which demand has
exceeded our capacity. Certain obsolete heat treating equipment was replaced at
a cost of $276,000. The balance was expended for various smaller projects,
including new quality control equipment and building improvements. Within the
assembly equipment segment, capital expenditures totaled $150,372, primarily for
the replacement of machine tools used in the manufacture of perishable tooling
that is sold to our customers. The balance was expended for data processing
equipment and various office equipment.

Depreciation expense amounted to $1,915,726 in 2002, $1,921,703 in
2001, and $1,889,849 in 2000.

LIQUIDITY AND CAPITAL RESOURCES

At year end, working capital amounted to $12.9 million, an increase of
$1.3 million compared with 1999, but still remained atyear end 2001. The most significant change in working
capital components was the increase in accounts receivable. This increase is due
to two factors: higher than normal levels for mostsales in the latter part of the current year. Both commission expense and
profit sharing expense declinedyear in proportion2002 compared
with the decline in sales and
profits, respectively. Offsetting these changes were professional fees incurred
in connection with the Company's "Dutch auction" tender offer, higher health
insurance costs, and increases in salary expense.

Interest expense increased approximately $123,000 due primarily to
additional borrowing in connection with the tender offer2001 and, to a lesser extent, higherchanges in the payment practices of certain
customers. As a result, our credit risk is somewhat greater than in the past,
but we do not believe that this change in payment practices represents a
significant deterioration in the quality of receivables.

In connection with a "Dutch auction" tender offer in April 2000, the
Company obtained, on an unsecured basis, a financing commitment that provided
borrowing capacity of up to $9.0 million, plus a $1.0 million line of credit.
The new borrowing was used to finance the unpaid balance of a 1996 loan related
to the acquisition of H & L Tool Company, Inc. ($2.7 million) and to fund the
purchase of stock under the terms of the "Dutch auction." At December 31, 2002,
the indebtedness under the term loan was approximately $1.63 million. Under the
terms of the note, the Company is scheduled to repay the principal in quarterly
installments of $450,000, plus interest rates.

7computed on the unpaid balance at a
variable rate that is calculated under one of two methods, selected at the
option of the Company: the London Inter-Bank Offering Rate (LIBOR) plus an
applicable margin; or the lender's prime rate, less an applicable margin. The
applicable margin is based upon the

8funded debt ratio and, for any portion of the loan that bears interest at the
prime rate, this margin is up to 50 basis points, and for any portion that bears
interest at the LIBOR rate, it is up to 130 basis points. This rate is adjusted
quarterly and was approximately 2.4% at December 31, 2002. The line of credit
was extended through May 31, 2003 and remained unused at December 31, 2002. The
loan agreement expires on March 1, 2005, at which time any unpaid principal and
interest is due. Management believes that current cash, cash equivalents,
operating cash flow and the available line of credit will be sufficient to
provide adequate working capital for the foreseeable future.

The Company has not entered into, and has no current plans to enter
into, any off-balance sheet financing arrangements. The Company has no long-term
supply contracts that will have a material impact on liquidity and financial
resources.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the amounts of revenue and expenses during
the reporting period. During interim periods, the Company uses estimated gross
profit rates to determine the cost of goods sold for a portion of its
operations. Actual results can vary from these estimates, and these estimates
are adjusted, as necessary, when actual information is available. During the
fourth quarter of 2000, net income included net favorable adjustments to
inventory, accruals and allowances aggregating $.10 per share. Similar
adjustments in the fourth quarter of 1999 and 1998 amounted to $.09 per share
and $.05 per share, respectively.

1999 COMPARED TO 1998

The Company's net sales and lease revenues increased approximately 9%,
totaling $49,080,257 in 1999, compared with $44,938,184 recorded in 1998.
Revenues within the fastener segment improved 10.5%, reflecting the strength of
the automotive industry, which represents the Company's largest market. While
revenue from sales within the assembly equipment segment improved 6.4%, lease
revenues in that segment declined compared to the prior year, which resulted in
a net increase in sales and lease revenues within the assembly equipment segment
of 5.3%. Overall, gross margins improved to $13,361,375, an increase of
approximately 5%, despite a charge of $910,000 associated with a product recall.
Selling and administrative expenses increased significantly, primarily due to
expenditures for information technology, and net income increased to $3,454,291.

The fastener segment produced the most dramatic changes compared with
1998. Revenues within this segment increased 10.5% to $37,486,536. This increase
was largely a reflection of very strong growth in the economy in general and
record levels of production within the automotive industry. The increased volume
levels contributed to generally higher margins as fixed costs, with the
exception of depreciation, remained relatively constant compared with 1998. The
strength of the employment market contributed to increases in wage levels that
slightly exceeded the overall inflation level, and the limited availability of
skilled labor necessitated an increase in overtime expense in order to meet
increased demand within this segment of our operations. Despite the strong
market conditions prevalent throughout the year, our markets remained extremely
price competitive, and our ability to obtain price relief continued to be
limited. Fortunately, efforts to control manufacturing costs in other areas
continued to be successful, and the Company also benefited from negotiated
reductions in the costs of certain raw materials. While the fundamental
performance within this segment of our business was very successful, that
success was tarnished by a charge incurred in connection with a recall of
vehicles that contained certain non-conforming parts which were manufactured by
the Company. As previously reported, a settlement was successfully negotiated,
but total costs incurred in connection with this incident amounted to $944,000
before taxes, of which $910,000 was charged to cost of goods sold, offsetting a
portion of the positive improvements recognized in operations.

Revenues within the assembly equipment segment, as a whole, also
improved compared with 1998. However, competitive conditions caused the Company
to occasionally accept margins below those that were enjoyed in the past, and,
as a result, the increase in revenues was slightly biased toward products with
lower margins. In addition, increases in costs of raw materials and other
manufacturing expenses nearly offset the increase in revenues. As a result, the
margin increase within this segment was minimal.

Selling and administrative expenses increased approximately 8% compared
to the prior year. Costs incurred in connection with implementation of new data
processing systems, including efforts related to mitigating the impact of any
potential Y2K issues, amounted to nearly $500,000 during the year and represent
the primary factor contributing to the increased level of selling and
administrative expense. Increases in data communications expense and
depreciation related to the new information system added an additional $103,000
to administrative expenses and profit sharing expense increased by $123,000. Bad
debt expense was reduced by $94,000 and travel expense declined by $50,000.
Increases in salary expense were partially offset by a reduction in commission
expense as a larger percentage of sales was handled by Company employees.

Interest expense during 1999 decreased approximately $120,000 compared
with 1998 as the effect of
higher interest rates was offset by a lower
outstanding balance on the loan. Interest income was approximately $51,000 lower
than that recordedthese estimates is described in the prior year due to a reduction in the level of funds
available for investment in interest- bearing accounts.

8
9

DIVIDENDS

The Company paid four regular quarterly dividends of $.18 per share
during 2000. In addition, an extra dividend of $.35 per share was paid during
the second quarter of 2000, bringing the total dividend payout to $1.07 per
share. On February 19, 2001 the Board of Directors declared a regular quarterly
dividend of $.18 per share, payable March 20, 2001 to shareholders of record
March 5, 2001. These dividends continued the uninterrupted record of consecutive
quarterly dividends paid by the Company to its shareholders that extends over 67
years. At that same meeting, the Board declared an extra dividend of $.25 per
share, payable April 20, 2001 to shareholders of record, April 5, 2001.

MACHINERY AND EQUIPMENT

Capital investments totaled approximately $2.1 million during 2000.
Slightly over $1.9 million of this total was invested in new equipment related
to the production of fasteners. Of the amount expended within the fastener
segment, $1.5 million was invested in new cold heading and thread-forming
equipment and certain support equipment. This equipment will be utilized to
expand our capacity to manufacture certain specialty products for which demand
has exceeded our capacity. Certain obsolete heat treating equipment was replaced
at a cost of $276,000. The balance was expended for various smaller projects,
including new quality control equipment and building improvements. Within the
assembly equipment segment, capital expenditures totaled $150,372, primarily for
the replacement of machine tools used in the manufacture of perishable tooling
that is sold to our customers. The balance was expended for data processing
equipment and various office equipment.

Investments in machinery and equipment totaled $1,709,527 during 1999.
Investments in new equipment related to the manufacture of fasteners accounted
for the majority of these investments and amounted to $994,000 during the year.
Investments in hardware and software related to improved information management
technology totaled $267,000. A total of $181,000 was expended for the purchase
of a variety of test and inspection equipment related to quality control
initiatives. Investments in new machine tools used in the manufacture of
assembly equipment totaled $108,000. Approximately $41,000 was invested in new
telephone equipment and the balance was expended for the purchase, or repair, of
various, smaller machine tools and building repairs.

The Company made a number of significant investments in both equipment
and building improvements during 1998. Capital expenditures totaled nearly
$2,700,000. Expenditures related to new data processing systems, including
computer hardware and software, amounted to approximately $542,000. Expenditures
for the purchase of new equipment used in the manufacture of fasteners amounted
to $1,430,000. The Company also purchased a variety of new machine tools,
material handling equipment and inspection equipment valued at approximately
$313,000. Building improvements, which included the installation of new

9
10
air compressors at one facility and a new roof at another facility, amounted to
approximately $252,000. Investment in both new equipment and rebuilding of
existing equipment used to plate and heat treat fasteners amounted to $63,000. A
total of $51,000 was expended for the construction of new automatic rivet
setting equipment that is leased to customers. The balance was expended for a
variety of smaller office equipment and for the construction of new rivet
setting machines that will be used for demonstration purposes.

Depreciation expense amounted to $1,889,849 in 2000, $1,711,721 in 1999
and $1,498,302 in 1998.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at year-end amounted to $12.0 million. Although this is
a slight decline from the prior year-end, the change is not unexpected given the
significant expenditures for new equipment made during the year. The decline in
accounts receivable balance at year-end reflects the fact that sales during the
latter portion of 2000 were substantially lower than during the same period in
the prior year. This sudden change in demand resulted in an opposite change in
inventory levels, which increased $280,000 compared to the end of 1999.
Production activity has been adjusted to compensate for the lower sales
activity, and we expect that inventories will be reduced to a level consistent
with current sales. In connection with a "Dutch auction" tender offer in April
2000, the Company obtained, on an unsecured basis, a financing commitment that
provided borrowing capacity of up to $9.0 million plus a $1.0 million line of
credit. The new borrowing was used to finance the unpaid balance of a 1996 loan
related to the acquisition of H & L Tool Company, Inc. ($2.7 million) and to
fund the purchase of stock under the terms of the "Dutch auction". At year-end,
the indebtedness under the term loan was approximately $5.2 million. Under the
terms of the note, the Company is scheduled to repay the principal in quarterly
installments of $450,000, plus interest computed on the unpaid balance at a
variable rate that is calculated under one of two methods, selected at the
option of the Company: the London Inter-Bank Offering Rate (LIBOR) plus an
applicable margin; or the lender's prime rate, less an applicable margin. The
applicable margin is based upon the funded debt ratio and, for any portion of
the loan that bears interest at the prime rate, this margin is up to 50 basis
points, and for any portion that bears interest at the LIBOR rate, it is up to
130 basis points. This rate is adjusted quarterly. At year-end 2000, the rate
was approximately 7.5%. Management believes that current cash, cash equivalents
and the available line of credit will be sufficient to provide adequate working
capital for the foreseeable future.Note 11.

NEW ACCOUNTING STANDARDS

The Company's financial statements and financial condition were not,
and are not expected to be, materially impacted by any new, or proposed, accounting
standards.

STOCK PURCHASE PROGRAM

Terms of a stock repurchase authorization originally approved by the
Board of Directors in February of 1990, and subsequently amended to permit the
repurchase of an aggregate of 200,000 shares, provide forpermit purchases of the Company's
common stock to be made from time to time, in the open market or in private
transactions, at prices deemed reasonable by management. PurchasesDuring 2002, the
company purchased 1,000 shares at an average price of $26.98 per share.
Cumulative purchases under the current repurchase authorization have amounted to
161,996162,996 shares at an average price of $15.58$15.66 per share. This includes the purchase of 11,400 shares
during 2000 at an average price of $19.75 per share. It is management's
intention to continue this program, provided market conditions are favorable and
funding for repurchases is available.

In addition to the purchases described above, the Company purchased
159,564 shares at a price of $23.00 per share pursuant to a "Dutch auction"
tender offer completed in 10
11
April 2000.

Funding for the purchases was provided through additional borrowing
described above.

YEAR 2000 COMPLIANCE

We are pleased to report that no significant Y2K disruptions were
incurred by the Company.

OUTLOOK FOR 2001

As this is written,2003

Much of last year's success was attributable to the economic outlook forsurprising strength
of the balance of 2001 is
uncertain. While experts continue to debate whetherautomotive industry. Excluding the economy is headed for a
recession, there is mounting evidenceautomotive sector, domestic
manufacturing activity exhibited very little strength during 2002. Some analysts
express doubt that the so-called old economy has beenautomotive sector can repeat its 2002 performance in
recession for2003. Still, others expect the past several months. Certainly, we have seen demand in our
markets soften dramatically over that time period. While in many years our first
quarter is often our strongest quarter, bookings for the first quarterrest of 2001
are well below the levels that we would consider satisfactory. Anecdotal
evidence suggests that our situation is far from unique - especially in the
segment of the economy in which we operate. While we anticipate that conditions
will improve, when that improvement will be manifested is uncertain, and depends
in large measure upon factors over which we have little or no control.

In the interim, we have taken appropriate actions to adjust operating
levels to match the reduced level of demand that is prevalent in our markets.
Spending will be closely controlled, and every opportunity to reduce costs will
be evaluated. During 2000, we began a program to expand our capacity in certain
products where demand outpaced our capacity. We anticipate that program, which
should be completed in the second quarter of 2001, will have a positive impact
on both revenues and profits. However, the timing and magnitude of its
contribution to revenues and profits will depend, in part, upon a recovery in the manufacturing sector will soon
recover from its current weakness, mitigating the effects of a decline in
automobile manufacturing. Early indications from customers within our markets
suggest that meaningful improvement is still some distance away. Our order
levels are approximately the same as they were one year ago, and although our
quotation activity has picked up slightly, that increased activity has not yet
been translated into increased orders. Margins will likely remain under pressure
from the combination of rising costs and customers' expectations that we reduce
our prices in order to successfully compete with global producers. In many
respects, 2003 seems likely to present many of the economy.

The rapidly changing nature ofsame

challenges we have faced in the competitive arena will continue to
present new challenges and new opportunities. We believe thatrecent past. Fortunately, the Companycompany can
continue to meetrely upon highly skilled and dedicated employees who have
consistently demonstrated that they are equal to those challenges. We gratefully
acknowledge their contributions, as well as the challenges presentedcontinued loyalty and take advantage of opportunities as
they arise. We recognize that success depends upon many factors and take this
opportunity to express our gratitude for the loyaltysupport of
our customers and for
the continued support of our shareholders. We also take this opportunity to
acknowledge the efforts of our dedicated and skilled workforce. Their
contributions are essential to the Company's success - both past and future.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Over time, the Company is exposed to market risks arising from changes
in interest rates. The Company has not historically used derivative financial
instruments. As of December 31, 2000, $5.232002, $1.63 million of floating-rate debt was
exposed to changes in interest rates compared to $3.15$3.43 million at the prior year-end.year
end. This exposure was primarily linked to the London Inter-Bank Offering Rate
and the lender's prime rate under the Company's term loan. A hypothetical 10%
change in these rates would not have had a material effect on the Company's
annual earnings.

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the sections entitled "Consolidated Financial Statements" and
"Financial Statement Schedule" which appear on pages 1517 through 1820 of this
report.

11
12

ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants
requiring disclosure herein.

PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information with respect to the Board of Directors' nominees for
directors that is not related to security ownership, which is set forth in the
section entitled "Election of Directors" on pages 4 through 87 of the Company's
20012003 Proxy Statement, is incorporated herein by reference. The information with
regard to compliance with Section 16 (a) of the Exchange Act, which is set forth
at the end ofin the section entitled "Additional Information Concerning the Board
of Directors and Committees""Section 16(a) Beneficial Ownership Reporting
Compliance" on pages 7 andpage 8 of the 20012003 Proxy Statement, is incorporated herein by
reference. The 20012003 Proxy Statement is to be filed with the Securities and
Exchange Commission in connection with the Company's 20012003 Annual Meeting of
Shareholders. The information called for with respect to executive officers of
the Company is included in Part I of this Report on Form 10-K under the caption
"Executive Officers of the Registrant."

ITEM 11 - EXECUTIVE COMPENSATION

The information set forth in the section entitled "Executive
Compensation" which appears on pages 9 through 1213 of the Company's 20012003 Proxy
Statement and the information relating to compensation of directors set forth in
the last paragraph of the section entitled "Additional Information Concerning
the Board of Directors and Committees" which appears on pages 7 and 8 of the
Company's 20012003 Proxy Statement is incorporated herein by reference. The 20012003
Proxy Statement is to be filed with the Securities and Exchange Commission in
connection with the Company's 20012003 Annual Meeting of Shareholders.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS

The information set forth in the section entitled "Principal
Shareholders" on page 3 of the Company's 20012003 Proxy Statement and the
information with respect to security ownership of the Company's directors and
officers set forth in the section entitled "Election"Security Ownership of Directors"Management" on
pages 45 through 87 of the Company's 20012003 Proxy Statement is incorporated herein
by reference. The 20012003 Proxy Statement is to be filed with the Securities and
Exchange Commission in connection with the Company's 20012003 Annual Meeting of
Shareholders.

The Company does not have any equity compensation plans or
arrangements.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information relating to the law firm of Morrissey & Robinson set
forth in the penultimatelast sentence of footnote (2) on page 6 of the Company's 20012003 Proxy
Statement is incorporated herein by reference. The 20012003 Proxy Statement is to be
filed with the Securities and Exchange Commission in connection with the
Company's 20012003 Annual Meeting of Shareholders.

ITEM 14 - CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. The Company's
Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of the Company's disclosure controls and procedures (as such term
is defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"). Based on such
evaluation, such officers have concluded that, as of the Evaluation Date, the
Company's disclosure controls and procedures are effective in alerting them on a
timely basis to material information relating to the Company (including its
consolidated subsidiary) required to be included in the Company's periodic
filings under the Exchange Act.

(b) Changes in Internal Controls. Since the Evaluation Date, there have
not been any significant changes in the Company's internal controls or in other
factors that could significantly affect such controls.

12
13

PART IV

ITEM 1415 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as a part of this report:

1. Financial Statements:

See the section entitled "Consolidated Financial Statements"
which appears on page 1517 of this report.

2. Financial statement schedule and supplementary information
required to be submitted.

See the section entitled "Financial Statement Schedule" which
appears on pages 1618 through 1820 of this report.

3. Exhibits:

See the section entitled "Exhibits" which appears on page 1921
of this report.

(b) Reports on Form 8-K

1. The Company did not file any reports on Form 8-K during the
quarter ended December 31, 2000.2002.

13
14
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Chicago Rivet & Machine Co. has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Chicago Rivet & Machine Co.

By /s/John C. Osterman
----------------------------------------------------------
John C. Osterman, President
Andand Chief Operating Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:

/s/John A. Morrissey Chairman of the Board of
- --------------------------------------------- Directors, Chief Executive
John A. Morrissey Directors, Chief Executive Officer and Member of the
Executive Committee March 29, 200126,
2003

/s/John C. Osterman President, Chief Operating
- -------------------------------------------- Officer, Treasurer (Chief
John C. Osterman Officer, Treasurer (Chief
Financial Officer, Principal
Accounting Officer), Member of the
Executive Committee and Director
March 29, 200126, 2003

/s/John R. Madden Director, Member of the Executive
- ------------------
John R. Madden Executive------------------------- Committee and Member of the Audit
John R. Madden Committee March 29, 200126, 2003

/s/Walter W. Morrissey Director, Member of Executive
- ----------------------------------------------- Committee March 26, 2003
Walter W. Morrissey

Committee/s/ Michael J. Bourg Controller (Principal Accounting
- ------------------------- Officer) March 29, 200126, 2003
Michael J. Bourg

CERTIFICATIONS

I, John A. Morrissey, certify that:

1. I have reviewed this annual report on Form 10-K of Chicago Rivet &
Machine Co.;

2. Based on my knowledge, this annual 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 annual report;

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

c) Presented in this annual 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 functions):

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
annual report whether 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: March 26, 2003 /s/ John A. Morrissey
--------------------------
John A. Morrissey
Chief Executive Officer

15
CERTIFICATIONS

I, John C. Osterman, certify that:

1. I have reviewed this annual report on Form 10-K of Chicago Rivet &
Machine Co.;

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 annual report (the "Evaluation Date"); and

c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

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

Date: March 26, 2003 /s/ John C. Osterman
------------------------
John C. Osterman
Chief Financial Officer

CHICAGO RIVET & MACHINE CO.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements, together with the notes thereto
and the report thereon of PricewaterhouseCoopers LLP dated March 2, 2001,February 21, 2003,
appearing on pages 5 to 11 of the accompanying 20002002 Annual Report, and the
section entitled "Quarterly Financial Data (Unaudited)" appearing on page 12 of
the accompanying 20002002 Annual Report are incorporated herein by reference. With
the exception of the aforementioned information and the information incorporated
in Items 1, 3, 5, 6 and 78 herein, the 20002002 Annual Report is not to be deemed filed
as part of this Form 10-K Annual Report.

Consolidated Financial Statements from 20002002 Annual Report (Exhibit 13 hereto):

Consolidated Balance Sheets (page 5 of 20002002 Annual Report)

Consolidated Statements of Income (page 6 of 20002002 Annual Report)

Consolidated Statements of Retained Earnings (page 6 of 20002002 Annual Report)

Consolidated Statements of Cash Flows (page 7 of 20002002 Annual Report)

Notes to Consolidated Financial Statements (8,(pages 8, 9, and 10 of 20002002 Annual
Report)

Report of Independent Accountants (page 11 of 20002002 Annual Report)

Quarterly Financial Data (Unaudited) (page 12 of 20002002 Annual Report)

1517
16

FINANCIAL STATEMENT SCHEDULE

2000, 19992002, 2001 AND 19982000

The following financial statement schedule should be read in
conjunction with the consolidated financial statements and the notes thereto in
the 20002002 Annual Report. Financial statement schedules not included herein have
been omitted because they are not applicable or the required information is
shown in the consolidated financial statements or notes thereto.

Page
----

Financial Statement Schedule:

Valuation and Qualifying Accounts (Schedule II) 1719

Report of Independent Accountants on Financial Statement Schedule 20

18
16
17

CHICAGO RIVET & MACHINE CO.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000

1999 AND 1998

Balance at Additions Balance
atBeginning Charged to Balance
Beginning Costs and Other At endat End
Classification of yearYear Expenses Deductions AdjustmentsDeductions(1) of yearYear
- -------------- ---------- ---------- ------------ ------------------------ -------

2002
Allowance for doubtful
accounts, returns
and allowances $240,000 $ 7,067 $ 7,067 $240,000

2001
Allowance for doubtful
accounts, returns
and allowances $ 90,000 $172,728 $ 22,728 $240,000

2000
Allowance for doubtful
accounts, Returnsreturns
and allowances $ 80,000 $ 58,993$58,993 $ 48,993 (1) $ - $ 90,000

1999
Allowance for doubtful
accounts,
Returns and
allowances $ 70,000 $ 47,679 $ 37,679 (1) $ - $ 80,000

1998
Allowance for doubtful
accounts,
Returns and
allowances $123,022 $ 141,447 $141,447 (1) $(53,022)(2) $ 70,000

(1) Accounts receivable written off, net of recoveries.

(2) Balance sheet reclassification.

1719
18

Report of Independent Accountants on
Financial Statement Schedule

To the Board of Directors
of Chicago Rivet & Machine Co.

Our audits of the consolidated financial statements referred to in our report
dated March 2, 2001February 21, 2003 appearing in the 20002002 Annual Report to Shareholders of
Chicago Rivet & Machine Co. (which report and financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedule listed in Item 14(a)15(a)(2) of this Form
10-K. In our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.

PricewaterhouseCoopers LLP

Chicago, Illinois
March 2, 2001

18February 21, 2003

20
19

CHICAGO RIVET & MACHINE CO.
--------------------------

EXHIBITS

INDEX TO EXHIBITS
Exhibit
Number Page
- ------ ----

2.1 Purchase and Sale Agreement dated February 18,
1993. Incorporated by reference to Company's
Current Report on Form 8-K, dated May 7, 1993.

2.2 Purchase and Sale Agreement dated September 18,
1996. Incorporated by reference from Company's
Current Report on Form 8-K, dated December 16,
1996.

3.1 Articles of Incorporation and Charter.
Incorporated by reference to Company's
report on Form 10, dated March 30, 1935.

3.2 Certified copy of articles of Amendment to
Articles of Incorporation, dated November 4,
1959. Incorporated by reference to Company's
report on Form 8-A, dated April 30, 1965.

3.3 Amendment of Articles of Incorporation
creating a class of 500,000 shares of no
par value preferred stock. Incorporated by
reference to Company's report on Form 10-K,
dated April 30, 1972.

3.4 Amended and Restated By-Laws,
as amended February 19, 2001. 20 through 38

3.5 Articles of Incorporation, as amended by the
amendment to the Articles of Incorporation,
dated August 18, 1997. Incorporated by reference
to the Company's report on Form 10-K, dated
March 27, 1998.

4.1 Rights Agreement, dated November 22, 1999,
between the Company and First Chicago Trust
Company of New York as Rights Agent.
Incorporated by reference to the Company's
report on Form 10-K, dated March 29, 2000.

*13 Annual Report to Shareholders for the year
ended December 31, 2000. 39 through 55

21 Subsidiaries of the Registrant. 56
Exhibit
Number Page
- ------- ----

3.1 Articles of Incorporation and Charter.
Incorporated by reference to Company's
report on Form 10, dated March 30, 1935.

3.2 Certified copy of articles of Amendment to
Articles of Incorporation, dated November 4,
1959. Incorporated by reference to Company's
report on Form 8-A, dated April 30, 1965.

3.3 Amendment of Articles of Incorporation
creating a class of 500,000 shares of no
par value preferred stock. Incorporated by
reference to Company's report on Form 10-K,
dated April 30, 1972.

3.4 Amended and Restated By-Laws, as amended February 19, 2001.
Incorporated by reference to the Company's report on Form
10-K, dated March 29, 2001.

3.5 Articles of Incorporation, as amended by the amendment to the
Articles of Incorporation, dated August 18, 1997. Incorporated
by reference to the Company's report on Form 10-K, dated
March 27, 1998.

4.1 Rights Agreement, dated November 22, 1999,
between the Company and First Chicago Trust Company
of New York as Rights Agent. Incorporated
by reference to the Company's report on
Form 10-K, dated March 29, 2000.

13* Annual Report to Shareholders for the year
ended December 31, 2002. 22 - 38

21 Subsidiaries of the Registrant. 39

99.1 Certification of CEO Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. 40

99.2 Certification of CFO Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. 41

* Only the portions of this exhibit which are specifically
incorporated herein by reference shall be deemed to be filed
herewith.