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<SEC-DOCUMENT>0000950137-04-006131.txt : 20040803
<SEC-HEADER>0000950137-04-006131.hdr.sgml : 20040803
<ACCEPTANCE-DATETIME>20040803162928
ACCESSION NUMBER:		0000950137-04-006131
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20040630
FILED AS OF DATE:		20040803

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHICAGO RIVET & MACHINE CO
		CENTRAL INDEX KEY:			0000019871
		STANDARD INDUSTRIAL CLASSIFICATION:	METALWORKING MACHINERY & EQUIPMENT [3540]
		IRS NUMBER:				360904920
		STATE OF INCORPORATION:			IL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-01227
		FILM NUMBER:		04948817

	BUSINESS ADDRESS:	
		STREET 1:		901 FRONTENAC RD
		STREET 2:		P O BOX 3061
		CITY:			NAPERVILLE
		STATE:			IL
		ZIP:			60566
		BUSINESS PHONE:		6303578500

	MAIL ADDRESS:	
		STREET 1:		901 FRONTENAC RD
		STREET 2:		P O BOX 3061
		CITY:			NAPERVILLE
		STATE:			IL
		ZIP:			60566
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>c87198e10vq.txt
<DESCRIPTION>QUARTERLY REPORT
<TEXT>
<PAGE>


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   -----------


                                    FORM 10-Q


(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

                                       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 Name of Registrant as Specified in Its Charter)

               Illinois                         36-0904920
   (State or Other Jurisdiction              (I.R.S. Employer
 of 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

     Indicate by check mark whether the registrant: (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   X    No
                                              -----     -----

     Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes      No   X
                                               -----    -----

     As of June 30, 2004, 966,132 shares of the registrant's common stock were
outstanding.





<PAGE>

                           CHICAGO RIVET & MACHINE CO.

                                      INDEX
<TABLE>
<CAPTION>

                                                                                                 Page
<S>                                                                                             <C>
PART I.                    FINANCIAL INFORMATION

         Consolidated Balance Sheets at June 30, 2004
                  and December 31, 2003                                                           2-3

         Consolidated Statements of Operations for the Three
                  and Six Months Ended June 30, 2004 and 2003                                       4

         Consolidated Statements of Retained Earnings for the
                  Six Months Ended June 30, 2004 and 2003                                           5

         Consolidated Statements of Cash Flows for the Six
                  Months Ended June 30, 2004 and 2003                                               6

         Notes to the Consolidated Financial Statements                                           7-9

         Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                                           10-11

         Controls and Procedures                                                                   12

PART II.                   OTHER INFORMATION                                                    13-21

</TABLE>




                                       1



<PAGE>

Item 1. Financial Statements.

                           CHICAGO RIVET & MACHINE CO.
                           Consolidated Balance Sheets
                       June 30, 2004 and December 31, 2003
<TABLE>
<CAPTION>



                                                                                            June 30,      December 31,
                                                                                              2004            2003
                                                                                          -----------     ------------
                                                                                          (Unaudited)
<S>                                                                                      <C>              <C>
                                   Assets
Current Assets:
 Cash and cash equivalents                                                               $ 5,943,757      $ 5,530,099
 Certificates of deposit                                                                     455,000          455,000
 Accounts receivable - net of allowances                                                   5,581,243        4,549,168
 Inventories:
   Raw materials                                                                           1,180,926        1,109,463
   Work in process                                                                         1,678,736        1,760,990
   Finished goods                                                                          2,266,972        2,363,335
                                                                                         -----------      -----------
 Total inventories                                                                         5,126,634        5,233,788
                                                                                         -----------      -----------
 Deferred income taxes                                                                       599,191          602,191
 Other current assets                                                                        163,749          218,560
                                                                                         -----------      -----------
Total current assets                                                                      17,869,574       16,588,806
                                                                                         -----------      -----------
Property, Plant and Equipment:
   Land and improvements                                                                   1,015,635        1,015,635
   Buildings and improvements                                                              5,782,062        5,779,993
   Production equipment, leased machines and other                                        28,500,171       28,201,191
                                                                                         -----------      -----------
                                                                                          35,297,868       34,996,819
   Less accumulated depreciation                                                          24,229,235       23,447,245
                                                                                         -----------      -----------
Net property, plant and equipment                                                         11,068,633       11,549,574
                                                                                         -----------      -----------
Total assets                                                                             $28,938,207      $28,138,380
                                                                                         ===========      ===========
</TABLE>

See Notes to the Consolidated Financial Statements







                                       2

<PAGE>
                          CHICAGO RIVET & MACHINE CO.
                          Consolidated Balance Sheets
                      June 30, 2004 and December 31, 2003

<TABLE>
<CAPTION>

                                                                                           June 30,         December 31,
                                                                                             2004               2003
                                                                                         ------------       ------------
                                                                                          (Unaudited)
<S>                                                                                      <C>                <C>
                 Liabilities and Shareholders' Equity

Current Liabilities:
 Accounts payable                                                                           1,515,237          1,310,044
 Accrued wages and salaries                                                                   866,014            754,394
 Contributions due profit sharing plan                                                        140,986            133,243
 Other accrued expenses                                                                       707,755            370,940

Total current liabilities                                                                   3,229,992          2,568,621
                                                                                         ------------       ------------
Deferred income taxes                                                                       1,389,275          1,580,275
                                                                                         ------------       ------------
Total liabilities                                                                           4,619,267          4,148,896
                                                                                         ------------       ------------
Commitments and contingencies (Note 4)

Shareholders' Equity:
 Preferred stock, no par value, 500,000 shares
  authorized: none outstanding                                                                     --                 --
 Common stock, $1.00 par value, 4,000,000 shares
  authorized: 1,138,096 shares issued                                                       1,138,096          1,138,096
 Additional paid-in capital                                                                   447,134            447,134
 Retained earnings                                                                         26,655,808         26,326,352
 Treasury stock, at cost, 171,964 shares                                                   (3,922,098)        (3,922,098)
                                                                                         ------------       ------------
Total shareholders' equity                                                                 24,318,940         23,989,484
                                                                                         ------------       ------------
Total liabilities and shareholders' equity                                               $ 28,938,207       $ 28,138,380
                                                                                         ============       ============
</TABLE>

See Notes to the Consolidated Financial Statements






                                       3

<PAGE>


                          CHICAGO RIVET & MACHINE CO.
                     Consolidated  Statements of Operations
           For the Three and Six Months Ended June 30, 2004 and 2003
                                  (Unaudited)
<TABLE>
<CAPTION>



                                                                Three Months Ended                      Six Months Ended
                                                                      June 30,                              June 30,
                                                         -------------------------------        -------------------------------
                                                              2004               2003                2004              2003
                                                              ----               ----                ----              ----
<S>                                                      <C>                <C>                 <C>                <C>
Net sales                                                $ 10,209,944       $  9,966,997        $ 20,351,901       $ 20,156,255
Lease revenue                                                  27,612             38,947              54,619             86,152
                                                         ------------       ------------        ------------       ------------
                                                           10,237,556         10,005,944          20,406,520         20,242,407

Cost of goods sold and costs
 related to lease revenue                                   8,006,988          8,076,311          16,153,546         15,927,245
                                                         ------------       ------------        ------------       ------------

Gross profit                                                2,230,568          1,929,633           4,252,974          4,315,162
Selling and administrative expenses                         1,660,438          1,614,924           3,257,217          3,309,601
                                                         ------------       ------------        ------------       ------------
                                                              570,130            314,709             995,757          1,005,561
Other income and expenses:
 Interest income                                               13,974             19,066              28,355             38,865
 Interest expense                                                  --             (6,652)                 --            (16,237)
 Gain from disposal of equipment                                   --              1,199                 430              5,499
 Other income, net of other expense                             4,172              4,299               6,722              8,174
                                                         ------------       ------------        ------------       ------------

Income before income taxes                                    588,276            332,621           1,031,264          1,041,862
Provision for income taxes                                    202,000            111,000             354,000            355,000
                                                         ------------       ------------        ------------       ------------
Net income                                               $    386,276       $    221,621        $    677,264       $    686,862
                                                         ============       ============        ============       ============
Average common shares outstanding                             966,132            966,132             966,132            966,132
                                                         ============       ============        ============       ============
Per share data:
 Net income per share                                    $       0.40       $       0.23        $       0.70       $       0.71
                                                         ============       ============        ============       ============
 Cash dividends declared per share                       $       0.18       $       0.18        $       0.36       $       0.61
                                                         ============       ============        ============       ============
</TABLE>


See Notes to the Consolidated Financial Statements







                                       4

<PAGE>

                          CHICAGO RIVET & MACHINE CO.
                  Consolidated Statements of Retained Earnings
                For the Six Months Ended June 30, 2004 and 2003
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                    2004                  2003
                                                                ------------           ------------
<S>                                                             <C>                    <C>
Retained earnings at beginning of period                        $ 26,326,352           $ 26,445,973

Net income for the six months ended                                  677,264                686,862

Cash dividends declared in the period,
 $.36 and $.61 per share in 2004 and 2003, respectively             (347,808)              (589,340)
                                                                ------------           ------------
Retained earnings at end of period                              $ 26,655,808           $ 26,543,495
                                                                ============           ============
</TABLE>

See Notes to the Consolidated Financial Statements













                                       5
<PAGE>

                          CHICAGO RIVET & MACHINE CO.
                     Consolidated Statements of Cash Flows
                For the Six Months Ended June 30, 2004 and 2003
                                  (Unaudited)
<TABLE>
<CAPTION>



                                                                     2004                    2003
                                                                 -----------             -----------
<S>                                                              <C>                     <C>
Cash flows from operating activities:
Net income                                                       $   677,264             $   686,862
Adjustments to reconcile net income to net cash
 provided by operating activities:
 Depreciation                                                        865,356                 926,032
 Net gain on the sale of properties                                     (430)                 (5,499)
 Deferred income taxes                                              (188,000)                (23,000)
 Changes in operating assets and liabilities:
  Accounts receivable, net                                        (1,032,075)               (686,393)
  Inventories                                                        107,154                 306,947
  Other current assets                                                54,811                  93,954
  Accounts payable                                                    53,630                 332,170
  Accrued wages and salaries                                         111,620                  36,815
  Accrued profit sharing                                               7,743                (279,556)
  Other accrued expenses                                             336,815                 (96,809)
                                                                 -----------             -----------
   Net cash provided by operating activities                         993,888               1,291,523
                                                                 -----------             -----------
Cash flows from investing activities:
 Capital expenditures                                               (232,852)               (147,161)
 Proceeds from the sale of properties                                    430                   5,499
 Proceeds from held-to-maturity securities                           105,000               3,057,733
 Purchases of held-to-maturity securities                           (105,000)               (355,000)
                                                                 -----------             -----------
  Net cash provided by (used in) investing activities               (232,422)              2,561,071
                                                                 -----------             -----------
Cash flows from financing activities:
 Payments under term loan agreement                                       --                (900,000)
 Cash dividends paid                                                (347,808)               (589,340)
                                                                 -----------             -----------
 Net cash used in financing activities                              (347,808)             (1,489,340)
                                                                 -----------             -----------
Net increase in cash and cash equivalents                            413,658               2,363,254
Cash and cash equivalents at beginning of period                   5,530,099               2,204,430
                                                                 -----------             -----------
Cash and cash equivalents at end of period                       $ 5,943,757             $ 4,567,684
                                                                 ===========             ===========
Supplemental schedule of noncash investing activities:
  Capital expenditures in accounts payable                       $   151,563             $        --
</TABLE>



See Notes to the Consolidated Financial Statements










                                       6

<PAGE>





                           CHICAGO RIVET & MACHINE CO.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1. In the opinion of the Company, the accompanying unaudited interim financial
statements contain all adjustments necessary to present fairly the financial
position of the Company as of June 30, 2004 and December 31,2003 and the results
of operations and changes in cash flows for the indicated periods.

The Company uses estimated gross profit rates to determine the cost of goods
sold during interim periods on a portion of its operations. Actual results could
differ from those estimates and will be adjusted, as necessary, following the
Company's annual physical inventory in the fourth quarter.

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 and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

2. The results of operations for the three and six-month period ending June 30,
2004 are not necessarily indicative of the results to be expected for the year.

3. The Company extends credit on the basis of terms that are customary within
our markets to various companies doing business primarily in the automotive
industry. The Company has a concentration of credit risk primarily within the
automotive industry and in the Midwestern United States.

4. The Company is, from time to time, involved in litigation, in the normal
course of business. While it is not possible at this time to establish the
ultimate amount of liability with respect to contingent liabilities, including
those related to legal proceedings, management is of the opinion that the
aggregate amount of any such liabilities, for which provision has not been made,
will not have a material adverse effect on the Company's financial position.





                                       7


<PAGE>






                           CHICAGO RIVET & MACHINE CO.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


5. Segment Information--The Company operates in two business segments as
determined by its products. The fastener segment includes rivets, cold-formed
fasteners and screw machine products. The assembly equipment segment includes
automatic rivet setting machines, parts and tools for such machines and the
leasing of automatic rivet setting machines. Information by segment is as
follows:

<TABLE>
<CAPTION>


                                                                   Assembly
                                              Fastener             Equipment              Other          Consolidated
                                            -----------          ------------         -----------        ------------
<S>                                         <C>                  <C>                  <C>                <C>
Three Months Ended June 30, 2004:
Net sales and lease revenue                 $ 8,391,416          $ 1,846,140          $        --         $10,237,556

Depreciation                                    371,340               28,518               32,820             432,678

Segment profit                                  717,247              456,233                   --           1,173,480
Selling and administrative expenses                                                       599,178             599,178
Interest expense                                                                               --                  --
Interest income                                                                           (13,974)            (13,974)
                                                                                                          -----------
Income before income taxes                                                                                    588,276
                                                                                                          -----------

Capital expenditures                            313,853                9,050                   --             322,903

Segment assets:
 Accounts receivable, net                     4,778,575              802,668                   --           5,581,243
 Inventory                                    3,335,421            1,791,213                   --           5,126,634
 Property, plant and equipment, net           8,731,688            1,400,545              936,400          11,068,633
 Other assets                                        --                   --            7,161,697           7,161,697
                                                                                                          -----------
                                                                                                           28,938,207
                                                                                                          -----------
Three Months Ended June 30, 2003:
Net sales and lease revenue                 $ 7,933,029          $ 2,072,915          $        --         $10,005,944

Depreciation                                    370,130               40,063               52,521             462,714

Segment profit                                  486,869              549,771                   --           1,036,640
Selling and administrative expenses                                                       716,433             716,433
Interest expense                                                                            6,652               6,652
Interest income                                                                           (19,066)            (19,066)
                                                                                                          -----------
Income before income taxes                                                                                    332,621
                                                                                                          -----------

Capital expenditures                             59,746                3,594                1,523              64,863

Segment assets:
 Accounts receivable, net                     4,706,113              974,977                   --           5,681,090
 Inventory                                    3,592,843            2,190,151                   --           5,782,994
 Property, plant and equipment, net           9,445,128            1,464,808            1,093,391          12,003,327
 Other assets                                        --                   --            5,770,904           5,770,904
                                                                                                          -----------
                                                                                                           29,238,315
                                                                                                          -----------
</TABLE>











                                       8

<PAGE>


                           CHICAGO RIVET & MACHINE CO.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                    Assembly
                                               Fastener             Equipment               Other            Consolidated
                                               --------             ---------               -----            ------------
<S>                                         <C>                   <C>                   <C>                  <C>
Six Months Ended June 30, 2004:
Net sales and lease revenue                 $ 16,652,699          $  3,753,821          $         --         $ 20,406,520

Depreciation                                     742,680                57,036                65,640              865,356

Segment profit                                 1,291,980               890,236                    --            2,182,216
Selling and administrative expenses                                                        1,179,307            1,179,307
Interest expense                                                                                  --                   --
Interest income                                                                              (28,355)             (28,355)
                                                                                                             ------------
Income before income taxes                                                                                      1,031,264
                                                                                                             ------------

Capital expenditures                             375,365                 9,050                    --              384,415

Six Months Ended June 30, 2003:
Net sales and lease revenue                 $ 16,293,180          $  3,949,227          $         --         $ 20,242,407

Depreciation                                     740,826                80,164               105,042              926,032

Segment profit                                 1,489,981               993,226                    --            2,483,207
Selling and administrative expenses                                                        1,463,973            1,463,973
Interest expense                                                                              16,237               16,237
Interest income                                                                              (38,865)             (38,865)
                                                                                                             ------------
Income before income taxes                                                                                      1,041,862
                                                                                                             ------------
Capital expenditures                             131,627                14,011                 1,523              147,161



</TABLE>






                                       9

<PAGE>




                           CHICAGO RIVET & MACHINE CO.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

         Overall, results for the second quarter of 2004 were positive. For the
quarter, revenues increased by approximately $232,000, and net income grew by
approximately $165,000, compared with the second quarter of 2003. Despite the
relatively strong second quarter results, net income for the first six months of
2004 trails that of 2003 by about $10,000.

         In 2004, second quarter revenues within the fastener segment were 6%
higher than in the second quarter of 2003. In addition to increased volumes
during the second quarter, the Company benefited from reductions in expenditures
for tooling and repairs and maintenance. These benefits were partially offset by
significant increases in the cost of raw materials. Our efforts to recover these
higher costs have included price increases and the implementation of raw
material surcharges. However, prices for nearly all metals increased during the
quarter, and our suppliers recently announced an additional price increase for
steel wire and rod, our primary raw materials. The net, unrecovered cost
associated with higher raw material prices was approximately $180,000 during the
second quarter and $305,000 for the first six months. We have seen no indication
that prices for raw materials will decline in the near term, and we are
vigorously continuing our efforts to recover these higher costs.

         For the first six months, fastener segment revenues are 2% above
those recorded in the first six months of 2003. Indirect labor and repairs and
maintenance expense were lower during 2004 than during the first six months of
2003. The company incurred significant tooling costs late in 2003 and early in
2004 in connection with pre-production approval for a number of new parts. While
these costs are behind us, and the new parts are beginning to go into
production, the impact of these higher costs in the first quarter of 2004
contributed to year to date tooling costs being disproportionately high for the
first half of 2004. Raw material costs are also higher than during the first
half of 2003 due to the price increases discussed above, and similar increases
that were incurred in the first quarter of 2004.

         Weak demand for our products within the assembly equipment segment
contributed to an 11% decline in revenues within this segment during the second
quarter of 2004 compared to the second quarter of 2003. Reductions in indirect
labor and depreciation expense partially offset this decline in revenues. Raw
material costs have also increased within this segment, although the impact has
not been as significant as in the fastener segment. On a year to date basis,
revenues within this segment trail last year by nearly 5%. As was the case in
the second quarter, year to date reductions in indirect labor and depreciation
expense were not sufficient to offset the impact of lower sales revenues and
higher raw material prices.

         Selling and administrative expenses have declined approximately $52,000
in 2004 compared to 2003, even though these expenses increased by approximately
$46,000 during the second quarter of 2004. The year to date decline primarily
relates to lower depreciation on office equipment. During the second quarter of
2004, commissions expense increased approximately $18,000 compared to 2003 due
to higher sales in the quarter, and profit sharing expense increased $26,000,
due to improved profitability.

         Total inventory levels at the end of the second quarter were slightly
below those at the beginning of the year, although raw material inventories are
somewhat higher than at the beginning of the year. We anticipate continuing to
carry somewhat more raw materials as availability continues to be of concern in
the face of rising global demand for basic raw materials. Accounts receivable
declined slightly during the quarter and are at levels consistent with recent
sales volumes. With the exception of trade payables, the company has no
outstanding debt. The Company placed an order for new equipment to be used in
the manufacture of fasteners, valued at approximately $690,000, for which
delivery is expected in the third quarter of 2004. The Company's $1.0 million
dollar line of credit was extended through May 2005, and as of June 30, 2004 it
remained unused. Management believes that the Company's current cash, cash
equivalents, operating cash flow and available line of credit will be sufficient
to provide adequate working capital for the foreseeable future.

         While general economic conditions continue to improve, our business has
not enjoyed a proportionate improvement. This is especially true within the
assembly equipment segment where demand for new assembly equipment and for
perishable tooling remains weak. While fastener sales have shown some
improvement, the lack of a similar improvement in demand for assembly equipment
is troubling and may be an indication that demand for these products will not
return to levels enjoyed in the past. We continue to be concerned with the
escalating price of raw materials and have some continuing uncertainty with
respect to supply availability. Although the market for fasteners has shown some
improvement, especially compared to the recent past, excess market capacity
continues to limit our pricing ability,





                                       10

<PAGE>




and we expect margins will remain under pressure as long as these conditions
persist. On the positive side, efforts to win new business have met with some
success, and we will continue our efforts in that regard.


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.







                                       11

<PAGE>





                           CHICAGO RIVET & MACHINE CO.

Item 4. Controls and Procedures.

         (a) Disclosure Controls and Procedures. The Company's management, with
the participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company's disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the
end of the period covered by this report. Based on such evaluation, the
Company's Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Company's disclosure controls and
procedures are effective in recording, processing, summarizing and reporting, on
a timely basis, information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act.

         (b) Internal Control Over Financial Reporting. There have not been any
changes in the Company's internal control over financial reporting (as such term
is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal quarter to which this report relates that have materially affected, or
are reasonably likely to materially affect, the Company's internal control over
financial reporting.









                                       12

<PAGE>





                          PART II -- OTHER INFORMATION

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity
Securities.

         Under the terms of a stock repurchase authorization originally approved
by the Board of Directors of the Company in February of 1990, as amended, the
Company is authorized to repurchase up to an aggregate of 200,000 shares of its
common stock, in the open market or in private transactions, at prices deemed
reasonable by management. Cumulative purchases under the repurchase
authorization have amounted to 162,996 shares at an average price of $15.66 per
share. The Company has not purchased any shares of its common stock since 2002.


Item 4.  Submission of Matters to a Vote of Security Holders

         The Company's Annual Meeting of Stockholders was held on May 11, 2004.
The only proposal voted upon was the election of seven directors for a term
ending at the Annual Meeting in 2004. The nine persons nominated by the
Company's Board of Directors received the following votes and were elected:

<TABLE>
<CAPTION>


                  NAME                              VOTES FOR              VOTES WITHHELD
                  ----                              ---------              --------------

<S>                                                 <C>                    <C>
         Edward L. Chott                              913,577                   27,568
         Kent H. Cooney                             1,019,816                    3,826
         Nirendu Dhar                                 909,558                   29,768
         William T. Divane, Jr.                       914,237                   27,168
         George P. Lynch                            1,019,486                    4,046
         John R. Madden                               904,525                   34,288
         John A. Morrissey                            909,918                   29,568
         Walter W. Morrissey                          909,888                   29,588
         John C. Osterman                             914,238                   27,168
</TABLE>



Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

         31       Rule 13a-14(a) or 15d-14(a) Certifications
         31.1     Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as
                    Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
                    of 2002.
         31.2     Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as
                    Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
                    of 2002.

         32       Section 1350 Certifications
         32.1     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
         32.2     Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

         99.1     Interim Report to Shareholders for the quarter ended June 30,
                    2004.

          (b) Reports on Form 8-K
                 Current Report on Form 8-K, Item 12, Results of Operations
                   and Financial Condition, dated August 3, 2004.




                                       13

<PAGE>





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        CHICAGO RIVET & MACHINE CO.
                                        -----------------------------------
                                                     (Registrant)

Date:  August 3, 2004
                                        /s/              John A. Morrissey
                                        ----------------------------------
                                        John A. Morrissey
                                        Chairman of the Board of Directors
                                         and Chief Executive Officer


Date:  August 3, 2004
                                        /s/               John C. Osterman
                                        ----------------------------------
                                        John C. Osterman
                                        President, Chief Operating
                                         Officer and Treasurer
                                         (Principal Financial Officer)


Date:  August 3, 2004

                                        /s/               Michael J. Bourg
                                        ----------------------------------
                                        Michael J. Bourg
                                        Controller (Principal Accounting
                                         Officer)





                                       14

<PAGE>






CHICAGO RIVET & MACHINE CO.

EXHIBITS


INDEX TO EXHIBITS
<TABLE>
<CAPTION>


Exhibit
Number                                                                                                     Page
                                                                                                           ----
<S>               <C>                                                                                    <C>
  31              Rule 13a-14(a) or 15d-14(a) Certifications

  31.1            Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as
                     Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                      16

  31.2            Certification Pursuant to Rule 13a-14(a) or 15d-14(a), as
                     Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                      17


  32              Section 1350 Certifications

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

  32.2            Certification Pursuant to 18 U.S.C. Section 1350, as
                     Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                      19


  99.1            Interim Report to Shareholders for the quarter ended June 30, 2004                     20 -- 21
</TABLE>




                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>c87198exv31w1.txt
<DESCRIPTION>SECTION 302 CERTIFICATION
<TEXT>
<PAGE>





EXHIBIT 31.1

I, John A. Morrissey, certify that:

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

         2. Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

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

         4. The registrant's other certifying officer(s) and I are responsible
         for establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

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

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         c)       Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

         5. The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         a)       All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.


         Date: August 3, 2004                        /s/ John A. Morrissey
                                                     ----------------------
                                                     John A. Morrissey
                                                     Chairman




                                       16


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>c87198exv31w2.txt
<DESCRIPTION>SECTION 302 CERTIFICATION
<TEXT>
<PAGE>





EXHIBIT 31.2

I, John C. Osterman, certify that:

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

         2. Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

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

         4. The registrant's other certifying officer(s) and I are responsible
         for establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

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

         b)       Evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and

         c)       Disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

         5. The registrant's other certifying officer(s) and I have disclosed,
         based on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of the
         registrant's board of directors (or persons performing the equivalent
         functions):

         a)       All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in the
                  registrant's internal control over financial reporting.


         Date:  August 3, 2004                       /s/ John C. Osterman
                                                     --------------------
                                                     John C. Osterman
                                                     President/Treasurer


                                       17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>c87198exv32w1.txt
<DESCRIPTION>SECTION 906 CERTIFICATION
<TEXT>
<PAGE>





EXHIBIT 32.1
                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Chicago Rivet & Machine
Co. (the "Company") for the quarterly period ended June 30, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
John A. Morrissey, as Chief Executive Officer of the Company, hereby certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

         (1)      The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


/s/ John A. Morrissey
- ---------------------
Name:  John A. Morrissey
Title: Chief Executive Officer
Date:  August 3, 2004




                                       18


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>5
<FILENAME>c87198exv32w2.txt
<DESCRIPTION>SECTION 906 CERTIFICATION
<TEXT>
<PAGE>





EXHIBIT 32.2

                CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Chicago Rivet & Machine
Co. (the "Company") for the quarterly period ended June 30, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
John C. Osterman, as Chief Financial Officer of the Company, hereby certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

         (1)      The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


/s/ John C. Osterman
- --------------------
Name:  John C. Osterman
Title: Chief Financial Officer
Date:  August 3, 2004








                                       19


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>6
<FILENAME>c87198exv99w1.txt
<DESCRIPTION>INTERIM REPORT TO SHAREHOLDERS
<TEXT>
<PAGE>

EXHIBIT 99.1


To Our Shareholders:

         The comparative results of operations of Chicago Rivet & Machine Co.
for the second quarter and first six months of 2004 and 2003 are summarized
below.

         Overall, results for the second quarter of 2004 were positive. For the
quarter, revenues increased by approximately $232,000, and net income grew by
approximately $165,000, compared with the second quarter of 2003. Despite the
relatively strong second quarter results, net income for the first six months of
2004 trails that of 2003 by about $10,000.

         In 2004, second quarter revenues within the fastener segment were 6%
higher than in the second quarter of 2003. In addition to increased volumes
during the second quarter, the Company benefited from reductions in expenditures
for tooling and repairs and maintenance. These benefits were partially offset by
significant increases in the cost of raw materials. Our efforts to recover these
higher costs have included price increases and the implementation of raw
material surcharges. However, prices for nearly all metals increased during the
quarter, and our suppliers recently announced an additional price increase for
steel wire and rod, our primary raw materials. The net, unrecovered cost
associated with higher raw material prices was approximately $180,000 during the
second quarter and $305,000 for the first six months. We have seen no indication
that prices for raw materials will decline in the near term, and we are
vigorously continuing our efforts to recover these higher costs.

         For the first six months, fastener segment revenues are 2% above
those recorded in the first six months of 2003. Indirect labor and repairs and
maintenance expense were lower during 2004 than during the first six months of
2003. The company incurred significant tooling costs late in 2003 and early in
2004 in connection with pre-production approval for a number of new parts. While
these costs are behind us, and the new parts are beginning to go into
production, the impact of these higher costs in the first quarter of 2004
contributed to year to date tooling costs being disproportionately high for the
first half of 2004. Raw material costs are also higher than during the first
half of 2003 due to the price increases discussed above, and similar increases
that were incurred in the first quarter of 2004.

         Weak demand for our products within the assembly equipment segment
contributed to an 11% decline in revenues within this segment during the second
quarter of 2004 compared to the second quarter of 2003. Reductions in indirect
labor and depreciation expense partially offset this decline in revenues. Raw
material costs have also increased within this segment, although the impact has
not been as significant as in the fastener segment. On a year to date basis,
revenues within this segment trail last year by nearly 5%. As was the case in
the second quarter, year to date reductions in indirect labor and depreciation
expense were not sufficient to offset the impact of lower sales revenues and
higher raw material prices.

         Selling and administrative expenses have declined approximately $52,000
in 2004 compared to 2003, even though these expenses increased by approximately
$46,000 during the second quarter of 2004. The year to date decline primarily
relates to lower depreciation on office equipment. During the second quarter of
2004, commissions expense increased approximately $18,000 compared to 2003 due
to higher sales in the quarter, and profit sharing expense increased $26,000 due
to improved profitability.

         While general economic conditions continue to improve, our business has
not enjoyed a proportionate improvement. This is especially true within the
assembly equipment segment where demand for new assembly equipment and for
perishable tooling remains weak. While fastener sales have shown some
improvement, the lack of a similar improvement in demand for assembly equipment
is troubling and may be an indication that demand for these products will not
return to levels enjoyed in the past. We continue to be concerned with the
escalating price of raw materials and have some continuing uncertainty with
respect to supply availability. Although the market for fasteners has shown some
improvement, especially compared to the recent past, excess market capacity
continues to limit our pricing ability and we expect margins will remain under
pressure as long as these conditions persist. On the positive side, efforts to
win new business have met with some success, and we will continue our efforts in
that regard.




                                       20
<PAGE>

                               Respectfully yours,


                 John A. Morrissey            John C. Osterman
                      Chairman                   President

August 3, 2004

The foregoing discussion is only intended to provide highlights of operations
for the periods covered. Additional information is contained in our Form 10-Q,
which has been filed with the SEC and is available to shareholders upon request
from the Company, or via the internet through the SEC's EDGAR database. 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.


                           CHICAGO RIVET & MACHINE CO.
                  SUMMARY OF CONSOLIDATED RESULTS OF OPERATIONS
                   FOR THE THREE AND SIX MONTHS ENDED JUNE 30

<TABLE>
<CAPTION>
                                                  SECOND QUARTER                               FIRST SIX
                                                  --------------                              ---------
MONTHS                                      2004                  2003                  2004              2003
                                       ------------           -----------           -----------       -----------
<S>                                     <C>                   <C>                   <C>               <C>
Net sales and lease revenue             $10,237,556           $10,005,944           $20,406,520       $20,242,407
Income before income taxes                  588,276               332,621             1,031,264         1,041,862
Net income                                  386,276               221,621               677,264           686,862
Net income per share                            .40                   .23                   .70               .71
Average shares outstanding                  966,132               966,132               966,132           966,132
 ----------------------------------------------------------------------------------------------------------------
</TABLE>

                                      (All figures subject to year-end audit)

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
