SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))

[X] Definitive proxy statement

[ ] Definitive additional materials

[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CHICAGO RIVET & MACHINE CO.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- --------------------------------------------------------------------------------

(2) Form, schedule or registration statement no.:

- --------------------------------------------------------------------------------

(3) Filing party:

- --------------------------------------------------------------------------------

(4) Date filed:

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CHICAGO RIVET & MACHINE CO.
P.O. BOX 3061
901 FRONTENAC ROAD
NAPERVILLE, ILLINOIS 60566

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 13, 1997

To the Shareholders of
CHICAGO RIVET & MACHINE CO.

Notice is hereby given that the Annual Meeting of Shareholders of CHICAGO
RIVET & MACHINE CO., an Illinois corporation (the "Company"), will be held at
the Company's principal offices, 901 Frontenac Road, Naperville, Illinois, on
Tuesday, May 13, 1997 at 10:00 A.M., Chicago time, for the following purposes:

1. To elect a Board of six directors, to serve until the next Annual
Meeting of Shareholders and until their successors are elected and shall
qualify; and

2. To consider and act upon such other matters as may properly come
before the meeting.

Shareholders of record at the close of business on March 24, 1997 will be
entitled to notice of and to vote at this Annual Meeting and at any adjournment
or postponements thereof.

A copy of the Annual Report of the Company for the year ended December 31,
1996, which contains Financial Statements, is enclosed.

You are requested to sign, date and return the accompanying proxy card in
the enclosed envelope, whether or not you expect to attend the meeting in
person.

Your cooperation is respectfully solicited and appreciated.

By order of the Board of Directors

KIMBERLY A. KIRHOFER, Secretary

Naperville, Illinois
April 4, 1997

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN
PERSON, WE REQUEST THAT YOU EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY.
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CHICAGO RIVET & MACHINE CO.

P.O. BOX 3061
901 FRONTENAC ROAD
NAPERVILLE, ILLINOIS 60566

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
MAY 13, 1997

This Proxy Statement is furnished to the holders of common stock, $2.00 par
value per share ("Common Stock"), of Chicago Rivet & Machine Co., an Illinois
corporation (the "Company"). Proxies are being solicited on behalf of the Board
of Directors of the Company to be used at the Annual Meeting of Shareholders
(the "Annual Meeting") to be held on Tuesday, May 13, 1997 to be held at the
Company's principal offices, 901 Frontenac Road, Naperville, Illinois, at 10:00
A.M., Chicago time, and at any adjournments or postponements thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders
(the "Notice"). The Company's Annual Report to Shareholders for the year ended
December 31, 1996, including financial statements, this Proxy Statement, the
Notice and the attached form of proxy are first being mailed to shareholders on
or about April 4, 1997.

Each shareholder of record at the close of business on March 24, 1997, the
record date stated in the Notice, is entitled to vote at the meeting and at any
adjournments or postponements thereof. On the record date, there were
outstanding 585,748 shares of Common Stock, each entitled to one vote. No other
shares of the Company of any other class were outstanding.

Any shareholder giving a proxy has the power to revoke it at any time prior
to the exercise thereof by executing and delivering to the Secretary of the
Company at the above address a subsequent proxy or a written notice of
revocation of the proxy, or by attending the Annual Meeting and voting in
person. In the absence of any contrary written direction in the proxy, each
proxy will be voted for the election of the nominees for director named in this
proxy statement and in the proxy, and, in the best judgment of the persons named
in the proxy as representatives, upon any other matters which may properly come
before the Annual Meeting.

Proxies will be solicited by mail and may also be solicited by personal
interview, telephone, telecopy and telegram. Solicitation will be made on a
part-time basis by directors and officers of the Company and by other managerial
employees, who will receive no compensation therefor other than their regular
salary. The Company will arrange for brokerage houses, nominees and other

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custodians holding Common Stock of record to forward proxy soliciting material
to the beneficial owners of such shares, and will reimburse such record owners
for the reasonable out-of-pocket expenses incurred by them. The cost of the
solicitation of proxies will be borne by the Company.

The Board of Directors of the Company does not intend to bring any matters
before the Annual Meeting except those indicated in the Notice and does not know
of any matter which anyone else may properly present for action at the Annual
Meeting. If any other matters properly come before the Annual Meeting, however,
the persons named in the enclosed proxy, or their duly constituted substitutes
acting at the Annual Meeting, will be authorized to vote or otherwise act
thereon in accordance with their judgment on such matters.

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PRINCIPAL SHAREHOLDERS

The persons listed in the table below are known by the Company to be
beneficial owners of more than five percent of the Company's outstanding Common
Stock.

NUMBER OF SHARES PERCENT
BENEFICIALLY OWNED AS OF
NAME AND ADDRESS OF FEBRUARY 14, 1997 CLASS(1)
---------------- --------------------- --------

John A. Morrissey,
Walter W. Morrissey and
Carol M. Showel
1301 W. 22nd Street
Oak Brook, Illinois 60521........................ 132,454(2) 22.6%
MMI Investments, L.L.C.
RR1 Box 167D
Wing Road
Millbrook, New York 12545........................ 48,250(2) 8.2%
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, Suite 650
Santa Monica, California 90401................... 38,100(2) 6.5%

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(1) The percent of class figures in this table and throughout this proxy
statement are based upon the number of the outstanding shares of the Company
as of February 14, 1997 (585,748).

(2) The nature of the beneficial ownership of these shares is discussed in the
following paragraphs.

John A. Morrissey, Walter W. Morrissey and Carol M. Showel may be deemed to
constitute a group within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, and each may be deemed therefore to be the
beneficial owner of the shares beneficially owned by the others. As of February
14, 1997, John A. Morrissey beneficially owned 90,996 shares (15.5%), of which
33,884 (5.8%) were beneficially owned by him with sole voting and investment
power, 56,053 (9.6%) were beneficially owned by him as co-trustee of a certain
trust, with shared voting and investment power and 1,059 (0.2%) were
beneficially owned by him as a result of certain familial relationships. Mr.
Morrissey expressly disclaims beneficial ownership of the 1,059 shares discussed
in the immediately preceding sentence. As of February 14, 1997, Walter W.
Morrissey beneficially owned 88,770 shares (15.2%), of which 32,717 (5.6%) were
beneficially owned by him with sole voting and investment power, and 56,053
(9.6%) were beneficially owned by him as co-trustee of a certain trust, with
shared voting and investment power. As of February 14, 1997, Carol M. Showel
beneficially owned 64,794 shares (11.1%), of which 8,598 (1.5%) were
beneficially owned by her with sole voting and investment power, 56,053 (9.6%)
were beneficially owned by her as co-trustee of a certain trust, with shared
voting and investment power

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and 143 (0.02%) were beneficially owned by her as a result of certain familial
relationships. Ms. Showel expressly disclaims beneficial ownership of the 143
shares discussed in the immediately preceding sentence. The group consisting of
John A. Morrissey, Walter W. Morrissey and Carol M. Showel may be deemed to be a
beneficial owner of a total of 132,454 shares (22.6%).

MMI Investments, L.L.C. ("MMI"), a Delaware limited liability company,
owned 48,250 shares (8.2%) of Common Stock as of January 24, 1997. Millbrook
Capital Management, Inc. ("Millbrook"), a New York corporation, is the manager
of MMI and, as such, has the sole power to vote and dispose of the securities
held by MMI. Millbrook, John S. Dyson, Clay B. Lifflander and David H. Bova are
Members of MMI.

Dimensional Fund Advisors, Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 38,100 shares (6.5%) of
Common Stock as of December 31, 1996, all of which shares are held in portfolios
of DFA Investment Dimensions Group Inc., a registered open-end investment
company, or in series of the DFA Investment Trust Company, a Delaware business
trust, or the DFA Group Trust and DFA Participation Group Trust, investment
vehicles for qualified employee benefit plans, for all of which Dimensional
serves as investment manager. Dimensional disclaims beneficial ownership of all
such shares.

ELECTION OF DIRECTORS

A Board of six directors is to be elected at the Annual Meeting, to serve
until the next Annual Meeting and until their successors shall have been elected
and shall qualify. The shares represented by proxies received by the Board of
Directors will be voted, in the absence of any contrary direction therein, for
the election of the nominees hereinafter listed and described. The Board of
Directors believes that the persons named will be available, but, if any nominee
is unable or unwilling to serve as director, the proxies will be voted for
another individual to be selected by the Board of Directors.

A majority of the outstanding Common Stock shares of the Company will
constitute a quorum at the Annual Meeting. Election as a director requires a
plurality of the votes cast at the Annual Meeting, so the six nominees who
receive the largest number of votes cast will be elected as directors. An
affirmative vote of a majority of the shares present in person or by proxy and
entitled to vote at the Annual Meeting is required for approval of any proposal
submitted to shareholders (except for election of directors). Abstentions,
withheld votes and broker non-votes are counted for purposes of determining the
presence or absence of a quorum. Abstentions are counted as votes against a
proposal, whereas broker non-votes are not counted for purposes of determining
whether a proposal has been approved. For any nominee, withheld votes will have
no effect on the election of that nominee.

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In the election of directors, voting rights are cumulative, which means
that each shareholder is entitled to as many votes as are equal to the number of
his shares multiplied by the number of directors to be elected (six). Each
shareholder may cast all of such votes for one nominee or may distribute them
among two or more nominees in his discretion. In the absence of any contrary
written direction in the proxy, the proxy will confer discretionary authority on
the persons named therein as representatives to cumulate votes selectively among
the nominees in the manner just described.

The following table sets forth certain information regarding the Board of
Directors' nominees for director and each executive officer of the Company named
in the Summary Compensation Table (the "Named Executives"), including their
ages, principal occupations and beneficial ownership of common shares of the
Company, and information regarding the beneficial ownership of such shares by
all directors and Named Executives of the Company as a group:

NUMBER OF
SHARES
SERVED AS BENEFICIALLY PERCENT
A DIRECTOR OWNED AS OF OF
NAME AGE PRINCIPAL OCCUPATION SINCE FEBRUARY 14, 1997 CLASS
---- --- -------------------- ---------- ----------------- -------

John A. Morrissey............. 61 Chairman of the Board 1968 90,996 15.5 %(1)
& Chief Executive
Officer of the Company;
President and Director,
Algonquin State Bank
Walter W. Morrissey........... 54 Attorney at Law 1972 88,770 15.2 %(2)
Robert K. Brown............... 74 Director of the Company 1982 2,000 0.3 %(3)
John C. Osterman.............. 45 President, Chief Operating 1988 800 0.1 %(4)
Officer & Treasurer of
the Company
John R. Madden................ 59 Chairman of the Board of 1980 100 0.02%(5)
Directors of the First
National Bank of
LaGrange
Stephen L. Levy............... 75 Senior Advisor and Deputy 1982 100 0.02%(6)
Representative for the
Chief Executive Office
of Motorola, Inc.
Donald P. Long................ 45 Vice President -- Sales of -- -- --(7)
the Company
Stephen D. Voss............... 35 Assistant Treasurer, -- 100 0.02%(8)
Controller of the
Company
All directors and Named Executives
as a group....................... -- 126,813 21.6 %

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(1) Mr. John A. Morrissey has been Chairman of the Board of the Company since
1979 and Chief Executive Officer since 1981. He has been President and a
director of Algonquin State Bank, Algonquin, Illinois for more than five
years, and is also a director of The First National Bank of LaGrange,
LaGrange, Illinois. He is a brother of Director Walter W. Morrissey. Of the
shares listed above as beneficially owned by Mr. John A. Morrissey, 33,884
(5.8%) are beneficially owned by him with sole voting and investment power,
56,053 (9.6%) are beneficially owned by him as co-trustee of a certain
trust, with shared voting and investment power and 1,059 (0.2%) are
beneficially owned by him as a result of certain familial relationships. Mr.
Morrissey expressly disclaims beneficial ownership of the 1,059 shares
discussed in the immediately preceding sentence. The foregoing amount does
not include shares directly owned by Walter W. Morrissey and Carol M. Showel
in their individual capacities. See "Principal Shareholders." Mr.
Morrissey's address is Chicago Rivet & Machine Co., 901 Frontenac Road,
Naperville, Illinois 60566.

(2) Mr. Walter W. Morrissey has been a partner in the law firm of Morrissey &
Robinson, formerly known as Morrissey Robinson & Kabat, Oak Brook, Illinois,
for more than five years. He is a brother of Director John A. Morrissey. Of
the shares listed above as beneficially owned by Mr. Walter W. Morrissey,
32,717 (5.6%) are beneficially owned by him with sole voting and investment
power, and 56,053 (9.6%) are beneficially owned by him as co-trustee of a
certain trust, with shared voting and investment power. The foregoing amount
does not include shares directly owned by John A. Morrissey and Carol M.
Showel in their individual capacities. See "Principal Shareholders." The law
firm of Morrissey & Robinson was retained by the Company to perform certain
legal services in 1995 and 1996 and has been retained by the Company during
the current year to perform additional legal services. In 1996, the Company
paid legal fees to Morrissey & Robinson in the amount of $131,569, including
reimbursement for out-of-pocket expenses. Mr. Morrissey's address is 1301
West 22nd Street, Suite 401, Oak Brook, Illinois 60521.

(3) Mr. Brown, prior to his retirement in August, 1987, was President, Chief
Operating Officer and Treasurer of the Company for more than five years. The
shares listed in the table are beneficially owned by Mr. Brown in joint
tenancy with his wife, with shared voting and investment power. Mr. Brown's
address is 253 Cheryl Lane, Palatine, Illinois 60067.

(4) Mr. Osterman has been President, Chief Operating Officer and Treasurer of
the Company since September, 1987. The shares listed in the table are
beneficially owned by Mr. Osterman in joint tenancy with his wife, with
shared voting and investment power. Mr. Osterman's address is Chicago Rivet
& Machine Co., 901 Frontenac Road, Naperville, Illinois 60566.

(5) Mr. Madden has been Chairman of the Board of Directors of The First National
Bank of LaGrange, LaGrange, Illinois for more than five years. In addition,
he is Chairman of the Board of Directors of Algonquin State Bank, Algonquin,
Illinois, Chairman of the Board of

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Directors of West Chicago State Bank, West Chicago, Illinois and Chairman
of the Board of Directors of Mokena State Bank, Mokena, Illinois. All of
the shares listed as beneficially owned by him are owned with sole voting
and investment power. Mr. Madden's address is First National Bank of
LaGrange, 620 W. Burlington, LaGrange, Illinois 60525.

(6) Mr. Levy has been Senior Advisor and Deputy Representative for the Chief
Executive Office of Motorola, Inc., Schaumburg, Illinois (a manufacturer of
communications and electronic equipment), since December, 1987. All of the
shares listed as beneficially owned by him are owned with sole voting and
investment power. Mr. Levy's address is P.O. Box 9141, Rancho Santa Fe,
California 92067.

(7) 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 five
years. Mr. Long's address is Chicago Rivet & Machine Co., 901 Frontenac
Road, Naperville, Illinois 60566.

(8) Mr. Voss has been Assistant Treasurer of the Company since May, 1992 and
Controller of the Company since November, 1988. The shares listed in the
table are beneficially owned by Mr. Voss in joint tenancy with his wife,
with shared voting and investment power. Mr. Voss' address is Chicago Rivet
& Machine Co., 901 Frontenac Road, Naperville, Illinois 60566.

ADDITIONAL INFORMATION CONCERNING THE BOARD
OF DIRECTORS AND COMMITTEES

The Board of Directors of the Company held a total of six meetings during
1996.

The Board of Directors has appointed an Audit Committee, which presently
consists of Directors Walter W. Morrissey, John R. Madden and Stephen L. Levy.
The Audit Committee met once during 1996. The duties of the Audit Committee
include recommendation of the independent auditor to be selected by the Board of
Directors, review of the arrangements and scope of the independent auditor's
examination, review of internal accounting procedures and controls, and review
of the independence of the auditor in regard to the Company and its management.

The Board of Directors has also appointed a Compensation Committee, which
presently consists of Directors Walter W. Morrissey, John R. Madden and Stephen
L. Levy. The duties of the Compensation Committee include considering and
recommending to the Board of Directors the compensation and benefits of all
officers of the Company and the development of general policies relating to
compensation and benefits of employees of the Company. The Compensation
Committee met three times during 1996.

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The Board of Directors has also appointed an Executive Committee, which
presently consists of Directors John A. Morrissey, Walter W. Morrissey, Robert
K. Brown and John C. Osterman. Under the By-laws of the Company and the
resolution of the Board of Directors appointing the Executive Committee, the
Executive Committee has all of the authority of the Board of Directors in the
management of the Company, except as otherwise required by law. The Executive
Committee met eleven times during 1996.

The Company does not have a Nominating Committee.

Directors of the Company who are also officers receive no compensation for
their services as directors or as members of any committee of the Board of
Directors, apart from their regular compensation for services as such officers.
Each director who is not an officer of the Company receives a director's fee of
$7,500 per year and a $1,250 fee for attendance at each meeting of the Board of
Directors. Each member of the Executive Committee who is not an officer of the
Company receives an additional fee of $8,000 per year and a $350 fee for
attendance at each meeting of the Executive Committee.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors, executive officers and persons who own more than 10% of the
Company's Common Stock file reports of ownership and changes in ownership with
the Securities and Exchange Commission. Such persons are also required to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on the Company's review of copies of such forms, the Company is not aware
that any of its directors, executive officers or 10% shareholders failed to
comply with the filing requirements of Section 16(a) during the period
commencing January 1, 1996 and ending December 31, 1996.

EXECUTIVE COMPENSATION

The Summary Compensation Table below includes individual compensation
information regarding compensation paid by the Company with respect to the
fiscal years ended December 31, 1996, 1995 and 1994 to all executive officers of
the Company whose salary and bonus exceed $100,000.

The Company does not provide stock options, stock appreciation rights or
other long-term incentive plan awards to its executive officers. The executive
compensation disclosure set forth below is as required by the rules for
executive compensation disclosure for companies that qualify as small business
issuers under regulations of the Securities and Exchange Commission.

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SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
------------------- ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
------------------------- ---- ------ ----- ---------------

John A. Morrissey -- Chairman and 1996 $154,375 $60,000 --
Chief Executive Officer 1995 $141,346 $65,000 --
1994 $131,346 $55,000 --

John C. Osterman -- President, Chief 1996 $139,375 $42,500 $7,829
Operating Officer and Treasurer 1995 $126,250 $47,500 $8,446
1994 $116,250 $37,500 $6,914

Donald P. Long -- Vice 1996 $100,750 $ 7,000 $5,131
President -- Sales
1995 $ 94,924 $ 6,500 $6,116
1994 $ 89,108 $ 4,500 $4,372

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(1) Includes premium on term life insurance and Company contributions to the
Employees' Trust. The Company provides a group term life insurance policy to
each executive officer of the Company in the amount of two times annual
salary, except that no insurance policy is provided to John A. Morrissey;
premiums paid for Mr. Osterman's policy were $1,466, $1,346, and $1,059 for
1996, 1995 and 1994, respectively, and premiums paid for Mr. Long's policy
were $846, $823, and $625 for 1996, 1995 and 1994, respectively. The amounts
allocated to Mr. Osterman under the Employees' Trust for 1996, 1995 and 1994
were $6,363, $7,100, and $5,855, respectively, and the amounts allocated to
Mr. Long under the Employees' Trust for 1996, 1995 and 1994 were $4,285,
$5,293 and $3,747, respectively. The value of any perquisites granted to
each executive officer identified above did not exceed the lesser of $50,000
or ten percent of such officer's annual salary and bonus and is not included
in the above amounts.

PROFIT SHARING PLAN

The Chicago Rivet & Machine Co. Profit Sharing Trust (the "Employees'
Trust") is a part of a profit sharing plan established by the Company for the
benefit of its officers and employees. Participants eligible to share in Company
contributions include all employees of the Company who have completed one year
of service with the Company.

The Company makes contributions to the Employees' Trust pursuant to a
formula based on the Company's annual earnings. The Company may also contribute
such other amounts out of current or retained earnings as may be determined by
the Board of Directors. The Company's contributions are allocated among eligible
participants in proportion to their respective compensation.

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Each participant has a balance in the Employees' Trust consisting of his
share of Company contributions, amounts forfeited by other participants and
trust fund earnings. Each participant's balance vests over a five-year period,
beginning after his third year of employment. Full vesting also occurs,
regardless of length of employment, when a participating employee reaches normal
retirement age, dies or becomes permanently and totally disabled.

The Plan also contains a 401(k) feature pursuant to which participants may
elect to have a portion (up to 10%) of their compensation (but not to exceed the
maximum permitted by law) contributed to the Employees' Trust in lieu of
receiving it in cash. Each eligible employee, for this purpose, becomes a
participant on the first day of the month following completion of 60 days of
employment. These contributions are always fully vested and nonforfeitable.

Participants may also make nondeductible voluntary contributions
(after-tax) of up to 10% of compensation to their account in the Employees'
Trust, which vest immediately. Company contributions and voluntary contributions
received by the Employees' Trust are held and invested by the Trustee, subject
to direction as to asset allocation by the administrative committee for the
Employees' Trust. 401(k) contributions made to the Employees' Trust are invested
in accordance with participants' investment directions among certain investment
funds established by the administrative committee and sponsored by the Trustee.

Distribution of a participant's vested balance is made on termination of
employment, or later, if the participant so requests, subject to certain
limitations. Generally, distribution is made in a lump sum or in installments
extending over no more than 10 years. Participants may request a loan from the
Plan of an amount that does not exceed the lesser of 50% of the participant's
401(k) contributions or $50,000. Voluntary contributions may be withdrawn as of
the last business day of any calendar quarter.

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The firm of Price Waterhouse LLP served as the Company's independent
certified public accountants for 1996. The Board of Directors has again
designated that firm as the Company's independent certified public accountants
for 1997. A representative of that firm is expected to be present at the
Company's 1997 Annual Meeting of Shareholders with the opportunity to make a
statement, if so desired, and to be available to respond to appropriate
questions.

SHAREHOLDER PROPOSALS AND NOMINATIONS

Shareholder proposals for inclusion in proxy materials for the Company's
1998 Annual Meeting should be addressed to the Company's Secretary, P.O. Box
3061, 901 Frontenac Road, Naperville, Illinois 60566, and must be received by
the Company on or before December 4, 1997.

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The Company's By-Laws provide that shareholders of record may nominate
directors or propose business to be conducted at an annual meeting of the
Company, provided such nominations or proposals are timely and in proper written
form as prescribed by the Company's By-Laws. To be timely, the Company's By-Laws
require that shareholder nominations or proposals be received by the Company not
less than 90 days nor more than 120 days prior to the anniversary date of the
immediately preceding annual meeting, provided, however, that if the annual
meeting is called for a date not within 30 days before or after such anniversary
date, such nominations or proposals must be received by the Company not later
than the close of business on the 10th day following the date notice of the
annual meeting was mailed or a public announcement of the annual meeting was
made, whichever first occurs. To be in proper written form, a shareholder
nomination or proposal must set forth the information prescribed in the
Company's By-Laws.

OTHER MATTERS

It is not presently expected that any matters other than the election of
directors will be brought before the meeting. If, however, other matters do come
before the meeting, it is the intention of the persons named as representatives
in the accompanying proxy to vote in accordance with their best judgment on such
matters.

ANNUAL REPORT TO SECURITIES AND EXCHANGE COMMISSION

A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1996, FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION, WITHOUT EXHIBITS, WILL BE FURNISHED WITHOUT CHARGE TO ANY
SHAREHOLDER OF RECORD OR BENEFICIAL OWNER OF COMMON SHARES OF THE COMPANY UPON
WRITTEN REQUEST TO THE SECRETARY, CHICAGO RIVET & MACHINE CO., P.O. BOX 3061,
901 FRONTENAC ROAD, NAPERVILLE, ILLINOIS 60566.

By order of the Board of Directors

KIMBERLY A. KIRHOFER, Secretary

Naperville, Illinois
April 4, 1997

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PROXY
CHICAGO RIVET & MACHINE CO.
P.O. BOX 3061, 901 FRONTENAC ROAD, NAPERVILLE, ILLINOIS 60566

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints John A. Morrissey, Walter W.
Morrissey and Robert K. Brown, and each of them, as the proxies and
representatives of the undersigned, with full power of substitution, to vote
all common shares of Chicago Rivet & Machine Co. which the undersigned would
be entitled to vote, with all powers which the undersigned would have if
personally present, at the Annual Meeting of Shareholders to be held on May
13, 1997, and at any adjournments or postponements thereof, as designated below.

1. Election of the following six directors: John A. Morrissey, Walter W.
Morrissey, Robert K. Brown, John C. Osterman, John R. Madden and
Stephen L. Levy.

Except with respect to any nominee for whom authority to vote is withheld, a
vote FOR ALL NOMINEES includes discretionary authority (i) to cumulate votes
selectively among the nominees, and (ii) to vote for a substituted nominee if
any of the nominees listed becomes unable or unwilling to serve.

2. In their discretion, upon such other matters as may properly come before
the meeting.

COMMENTS: (change of address)

- --------------------------------
- --------------------------------
- --------------------------------
- --------------------------------

(If you have written in the above space, please mark the corresponding box on
the reverse side of this card.)

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX ON
THE REVERSE SIDE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES. [SEE REVERSE SIDE]

15
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BELOW. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR SUCH NOMINEES.

FOR ALL NOMINEES WITHHELD AS TO
(except as marked below) ALL NOMINEES
[ ] [ ]
1. Election of Directors (SEE REVERSE)
To withhold authority to vote for any individual nominee, write that nominee's
name on the line below.

- ---------------------------

2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

Change of Address\Comments on Reverse Side [ ]

The signer hereby revokes all proxies heretofore given by the signer to vote at
said meeting or any adjournments or postponements thereof.

NOTE: Please sign exactly as name appears hereon and be sure to date the proxy.
If shares are held in the name of more than one person, all holders must sign.
Executors, administrators, trustees, guardians and corporate officers must give
full title as such.

PLEASE SIGN, DATE AND MAIL THIS PROXY IN THE ENCLOSED RETURN ENVELOPE AS
PROMPTLY AS POSSIBLE.

- -----------------------------------------
SIGNATURE
1997
- -----------------------------------------
SIGNATURE IF HELD JOINTLY DATE
16
PROXY
REMINDER
CHICAGO RIVET & MACHINE CO.
P.O. BOX 3061, 901 FRONTENAC ROAD, NAPERVILLE, ILLINOIS 60566

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints John A. Morrissey, Walter W.
Morrissey and Robert K. Brown, and each of them, as the proxies and
representatives of the undersigned, with full power of substitution, to vote
all common shares of Chicago Rivet & Machine Co. which the undersigned would be
entitled to vote, with all powers which the undersigned would have if
personally present, at the Annual Meeting of Shareholders to be held on May 13,
1997, and at any adjournments or postponements thereof, as designated below.

1. Election of the following six directors: John A. Morrissey, Walter W.
Morrissey, Robert K. Brown, John C. Osterman, John R. Madden and Stephen L.
Levy.

2. In their discretion, upon such other matters as may properly come before the
meeting.

COMMENTS: (change of address)
- -------------------------------------
- -------------------------------------
- -------------------------------------
- -------------------------------------
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card.)

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOX ON
THE REVERSE SIDE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL
NOMINEES. [SEE REVERSE SIDE]
17
[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED BELOW. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR SUCH NOMINEES.

FOR ALL NOMINEES WITHHELD AS TO
(except as marked below) ALL NOMINEES
[ ] [ ]

1. Election of Directors (See Reverse)

To withhold authority to vote for any individual nominee, write that nominee's
name on the line below.

- --------------------------------
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

Change of Address/ Comments on Reverse Side [ ]

The signer hereby revokes all proxies heretofore given by the signer to vote at
said meeting or any adjournments or postponements thereof.

PLEASE SIGN, DATE AND MAIL THIS PROXY IN THE ENCLOSED RETURN ENVELOPE AS
PROMPTLY AS POSSIBLE.

- -------------------------------------------
SIGNATURE
1997
- -------------------------------------------
SIGNATURE IF HELD JOINTLY DATE