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<SEC-DOCUMENT>0000950137-06-005312.txt : 20060503
<SEC-HEADER>0000950137-06-005312.hdr.sgml : 20060503
<ACCEPTANCE-DATETIME>20060503160544
ACCESSION NUMBER:		0000950137-06-005312
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20060331
FILED AS OF DATE:		20060503
DATE AS OF CHANGE:		20060503

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:		06803936

	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>c04919e10vq.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 March 31, 2006

                                       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)

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

<TABLE>
<S>                                                               <C>
901 Frontenac Road, Naperville, Illinois                            60563
(Address of Principal Executive Offices)                          (Zip Code)
</TABLE>

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 a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of accelerated
filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer     Accelerated filer     Non-accelerated filer  X
                        ---                   ---                       ---

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

     As of March 31, 2006, 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 March 31, 2006 and
            December 31, 2005                                                2-3
         Consolidated Statements of Operations for the Three
            Months Ended March 31, 2006 and 2005                               4
         Consolidated Statements of Retained Earnings for the
            Three Months Ended March 31, 2006 and 2005                         5
         Consolidated Statements of Cash Flows for the Three
            Months Ended March 31, 2006 and 2005                               6
         Notes to the Consolidated Financial Statements                      7-8
         Management's Discussion and Analysis of Financial
            Condition and Results of Operations                             9-10
         Controls and Procedures                                              11
PART II. OTHER INFORMATION                                                 12-18
</TABLE>


                                        1

<PAGE>

Item 1. Financial Statements.

                           CHICAGO RIVET & MACHINE CO.
                           Consolidated Balance Sheets
                      March 31, 2006 and December 31, 2005

<TABLE>
<CAPTION>
                                              March 31,    December 31,
                                                 2006           2005
                                             -----------   ------------
                                             (Unaudited)
<S>                                          <C>           <C>
                  Assets
Current Assets:
   Cash and cash equivalents                 $ 1,709,511    $ 4,730,837
   Certificates of deposit                     3,305,000      1,005,000
   Accounts receivable - net of allowances     7,042,609      5,370,611
   Inventories:
      Raw materials                            1,512,646      1,586,744
      Work in process                          2,374,413      2,218,774
      Finished goods                           2,034,848      2,166,177
                                             -----------    -----------
   Total inventories                           5,921,907      5,971,695
                                             -----------    -----------
   Deferred income taxes                         531,191        560,191
   Other current assets                          247,332        232,142
                                             -----------    -----------
Total current assets                          18,757,550     17,870,476
                                             -----------    -----------
Property, Plant and Equipment:
      Land and improvements                    1,029,035      1,029,035
      Buildings and improvements               6,251,144      6,251,144
      Production equipment, leased
         machines and other                   29,219,217     29,163,667
                                              36,499,396     36,443,846
Less accumulated depreciation                 26,793,695     26,392,338
                                             -----------    -----------
Net property, plant and equipment              9,705,701     10,051,508
                                             -----------    -----------
Total assets                                 $28,463,251    $27,921,984
                                             ===========    ===========
</TABLE>

See Notes to the Consolidated Financial Statements


                                        2
<PAGE>

                          CHICAGO RIVET & MACHINE CO.
                          Consolidated Balance Sheets
                      March 31, 2006 and December 31, 2005

<TABLE>
<CAPTION>
                                                      March 31,    December 31,
                                                         2006          2005
                                                     -----------   ------------
                                                     (Unaudited)
<S>                                                  <C>           <C>
       Liabilities and Shareholders' Equity

Current Liabilities:
   Accounts payable                                    1,771,919     1,452,314
   Accrued wages and salaries                            857,669       680,969
   Contributions due profit sharing plan                  65,000       125,000
   Other accrued expenses                                734,851       772,270
                                                     -----------   -----------
Total current liabilities                              3,429,439     3,030,553
Deferred income taxes                                  1,240,275     1,313,275
                                                     -----------   -----------
Total liabilities                                      4,669,714     4,343,828
                                                     -----------   -----------
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                                  26,130,405    25,915,024
   Treasury stock, 171,964 shares at cost             (3,922,098)   (3,922,098)
                                                     -----------   -----------
Total shareholders' equity                            23,793,537    23,578,156
                                                     -----------   -----------
Total liabilities and shareholders' equity           $28,463,251   $27,921,984
                                                     ===========   ===========
</TABLE>

See Notes to the Consolidated Financial Statements


                                        3

<PAGE>

                          CHICAGO RIVET & MACHINE CO.
                     Consolidated Statements of Operations
               For the Three Months Ended March 31, 2006 and 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                            2006          2005
                                        -----------   -----------
<S>                                     <C>           <C>
Net sales                               $10,913,902   $10,055,119
Lease revenue                                27,049        27,743
                                        -----------   -----------
                                         10,940,951    10,082,862
Cost of goods sold and costs related
   to lease revenue                       8,785,781     8,480,423
                                        -----------   -----------
Gross profit                              2,155,170     1,602,439
Selling and administrative expenses       1,629,803     1,749,766
                                        -----------   -----------
   Operating profit (loss)                  525,367      (147,327)

Other income and expenses:
   Interest income                           55,964        26,762
   Other income, net of other expense         4,953         4,800
                                        -----------   -----------
Income (loss) before income taxes           586,284      (115,765)
Provision (benefit) for income taxes        197,000       (39,000)
                                        -----------   -----------
Net Income (loss)                       $   389,284   $   (76,765)
                                        ===========   ===========
Average common shares outstanding           966,132       966,132
                                        ===========   ===========

Per share data:
   Net income (loss) per share          $      0.40   $     (0.08)
                                        ===========   ===========
   Cash dividends declared per share    $      0.18   $      0.33
                                        ===========   ===========
</TABLE>

See Notes to the Consolidated Financial Statements


                                       4

<PAGE>

                          CHICAGO RIVET & MACHINE CO.
                  Consolidated Statements of Retained Earnings
               For the Three Months Ended March 31, 2006 and 2005
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                   2006          2005
                                               -----------   -----------
<S>                                            <C>           <C>
Retained earnings at beginning of period       $25,915,024   $27,154,171
Net income (loss) for the three months ended       389,284       (76,765)
Cash dividends declared in the period;
   $.18 per share in 2006 and $.33 in 2005        (173,903)     (318,823)
                                               -----------   -----------
Retained earnings at end of period             $26,130,405   $26,758,583
                                               ===========   ===========
</TABLE>

See Notes to the Consolidated Financial Statements


                                       5
<PAGE>

                           CHICAGO RIVET & MACHINE CO.
                      Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 2006 and 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             2006         2005
                                                         -----------   ----------
<S>                                                      <C>           <C>
Cash flows from operating activities:
Net income (loss)                                        $   389,284   $  (76,765)
Adjustments to reconcile net income (loss) to net cash
   used in operating activities:
   Depreciation                                              408,177      419,808
   Net gain on the sale of equipment                              --         (300)
   Deferred income taxes                                     (44,000)     (57,000)
   Changes in operating assets and liabilities:
      Accounts receivable, net                            (1,671,998)    (831,580)
      Inventories                                             49,788     (215,108)
      Other current assets                                   (15,190)     (73,711)
      Accounts payable                                       301,313      526,838
      Accrued wages and salaries                             176,700      109,768
      Accrued profit sharing                                 (60,000)    (252,312)
      Other accrued expenses                                 (37,419)      38,857
                                                         -----------   ----------
         Net cash used in operating activities              (503,345)    (411,505)
                                                         -----------   ----------
Cash flows from investing activities:
   Capital expenditures                                      (44,078)     (24,909)
   Proceeds from the sale of properties                           --          300
   Proceeds from held-to-maturity securities                 775,000      225,000
   Purchases of held-to-maturity securities               (3,075,000)    (225,000)
                                                         -----------   ----------
         Net cash used in investing activities            (2,344,078)     (24,609)
                                                         -----------   ----------
Cash flows from financing activities:
   Cash dividends paid                                      (173,903)    (173,904)
                                                         -----------   ----------
         Net cash used in financing activities              (173,903)    (173,904)
                                                         -----------   ----------
Net decrease in cash and cash equivalents                 (3,021,326)    (610,018)
Cash and cash equivalents at beginning of period           4,730,837    5,464,368
                                                         -----------   ----------
Cash and cash equivalents at end of period               $ 1,709,511   $4,854,350
                                                         ===========   ==========
Supplemental schedule of noncash investing activities:
   Capital expenditures in accounts payable              $    18,292   $       --
</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 financial statements contain
all adjustments necessary to present fairly the financial position of the
Company as of March 31, 2006 (unaudited) and December 31, 2005 (audited) and the
results of operations and changes in cash flows for the indicated periods.

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-month period ended March 31, 2006 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, including
environmental claims and contract disputes, 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 March 31, 2006:
Net sales and lease revenue             $9,180,723   $1,760,228               $10,940,951
Depreciation                               361,230       25,377      21,570       408,177
Segment profit                             648,135      450,772                 1,098,907
Selling and administrative expenses                                (568,587)     (568,587)
Interest income                                                      55,964        55,964
                                                                              -----------
Income before income taxes                                                        586,284
                                                                              -----------
Capital expenditures                        62,370           --                    62,370
Segment assets:
   Accounts receivable, net              6,436,087      606,522                 7,042,609
   Inventory                             4,227,711    1,694,196                 5,921,907
   Property, plant and equipment, net    7,508,851    1,258,247     938,603     9,705,701
   Other assets                                                   5,793,034     5,793,034
                                                                              -----------
                                                                               28,463,251
                                                                              -----------
Three Months Ended March 31, 2005:
Net sales and lease revenue             $8,347,558   $1,735,304               $10,082,862
Depreciation                               375,915       26,106      17,787       419,808
Segment profit                              57,643      440,161                   497,804
Selling and administrative expenses                                (640,331)     (640,331)
Interest income                                                      26,762        26,762
                                                                              -----------
Loss before income taxes                                                         (115,765)
                                                                              -----------
Capital expenditures                        20,780        1,520       2,609        24,909
Segment assets:
   Accounts receivable, net              5,058,367      640,828                 5,699,195
   Inventory                             4,521,144    1,936,434                 6,457,578
   Property, plant and equipment, net    8,557,133    1,330,851     863,433    10,751,417
   Other assets                                                   6,513,749     6,513,749
                                                                              -----------
                                                                               29,421,939
                                                                              -----------
</TABLE>


                                       8

<PAGE>

                           CHICAGO RIVET & MACHINE CO.

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

     Results for the first quarter of 2006 reflect significant improvement over
the results for the same period last year, as we report net income of $389,284
compared to a net loss of $76,765 for the first quarter of 2005. An increase in
fastener segment sales was the primary factor resulting in the improvement.
Additionally, administrative expenses declined during the quarter due to lower
consulting and legal expenses in the current year.

     Within the fastener segment, revenues increased 10%, from $8,347,558 in the
first quarter of 2005 to $9,180,723 in the first quarter of 2006. Gross margins
within this segment improved by approximately $566,000 compared with the first
quarter of 2005. Despite the increase in volume, tooling expense was nearly
$185,000 lower than the first quarter of 2005 as our product mix included a
higher percentage of parts for which tooling designs were fully developed,
resulting in lower tooling expense. A slight reduction in the price of raw
material contributed approximately $72,000 to the improved gross margins, and
the balance of the improvement is primarily due to the impact of higher volumes.

     Demand within the assembly equipment segment remained relatively unchanged,
and as a result, revenues within this segment increased only slightly in the
first quarter of 2006, to $1,760,228, from $1,735,304 in the first quarter of
2005. Overall, costs of manufacturing remained consistent with the year earlier
period, but increases in raw material costs and wages contributed to a $4,000
reduction in gross margins compared to the first quarter of 2005.

     Selling and administrative expenses during the first quarter of 2006 were
$120,000 lower than during the first quarter of 2005. Contributing to this
change was a decline in professional services of $132,000, primarily due to
procedures performed in 2005 related to compliance with the Sarbanes-Oxley Act
of 2002. In addition, legal fees decreased approximately $73,000 due to
litigation and other matters resolved in 2005. These decreases were partially
offset by an increase of $65,000 in profit sharing expense and smaller, net
increases in a variety of other expenses.

     Working capital increased by $488,000 from the beginning of the quarter and
amounted to $15.3 million at the end of the first quarter. Accounts receivable
balances increased by $1.7 million during the quarter as a result of first
quarter 2006 sales being higher than fourth quarter 2005 sales. Total cash, cash
equivalents and certificates of deposit amounted to $5 million at the end of the
quarter, a decline of $.7 million from the beginning of the year. This decline
is primarily the result of inventory purchases to support first quarter sales
growth. Current liabilities increased by $399,000 during the quarter, primarily
due to an increase in accounts payable that reflects greater purchasing activity
to support the increased sales volume in the first quarter of this year. The
Company has a $1.0 million line of credit, which expires May 31, 2006. This line
of credit remains unused. Management believes that current cash, cash
equivalents, operating cash flow and the available line of credit will provide
adequate working capital for the foreseeable future.

     The first quarter of 2006 reflects significant improvement over the first
quarter of 2005 when demand from our major customers weakened. Along with the
8.5% improvement in sales, we were able to realize improved gross margins for
the first time in five quarters on a comparable quarter basis. However, these
improvements come against the backdrop of an automotive industry that remains
extremely challenging. Domestic automobile production, upon which we rely for
revenue, has been declining. Foreign competition continues to exert downward
pressure on prices for many of our customers, and consequently we experience
indirect as well as direct effects of competition from lower cost suppliers from
other countries. This competition for available market share continues to limit
our ability to raise prices. We have been fairly successful in controlling
manufacturing costs, with the notable exception of raw material costs which have
increased significantly in recent years. While raw material prices have
retreated slightly in the first quarter of 2006, they remain at levels
significantly higher than historical levels, and our ability to pass these
higher costs on to customers remains limited by the factors described above. We
do not anticipate that the situation will change appreciably in the near term.
Although costs associated with Sarbanes-Oxley compliance were lower in 2006,
final regulations as they relate to companies our size may change, resulting in
further expenses that cannot be estimated at this time. While we are pleased
with the improvement in


                                        9

<PAGE>

results achieved during the first quarter of 2006, we recognize that additional
challenges lie ahead. We will continue to seek opportunities to expand our
market and to increase our share of the existing market, while working to
control and further reduce our costs. Our future success is tied to our ability
to accomplish these two objectives.

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, those disclosed under "Risk Factors" in our
Annual Report on Form 10-K and in the other filings we make with the United
States Securities and Exchange Commission. These factors, include among other
things: conditions in the domestic automotive industry, upon which we rely for
sales revenue, the intense competition in our markets, the concentration of our
sales to two major customers, the price and availability of raw materials, labor
relations issues, losses related to product liability, warranty and recall
claims, costs relating to environmental laws and regulations, and the loss of
the services of our key employees. 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.


                                       10

<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.


                                       11

<PAGE>

                          PART II -- OTHER INFORMATION

<TABLE>
<CAPTION>
Item 6.   Exhibits.
- -------   ---------
<S>       <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.

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.
</TABLE>


                                       12

<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: May 3, 2006                       /s/ John A. Morrissey
                                        ----------------------------------------
                                        John A. Morrissey
                                        Chairman of the Board of Directors
                                        and Chief Executive Officer


Date: May 3, 2006                       /s/ John C. Osterman
                                        ----------------------------------------
                                        John C. Osterman
                                        President, Chief Operating Officer and
                                        Treasurer (Principal Financial Officer)


Date: May 3, 2006                       /s/ Michael J. Bourg
                                        ----------------------------------------
                                        Michael J. Bourg
                                        Executive Vice-President and Controller
                                        (Principal Accounting Officer)


                                       13

<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                                                            15

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                                                            16

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       17

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


                                       14
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>c04919exv31w1.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: May 3, 2006                       /s/ John A. Morrissey
                                        ----------------------------------------
                                        John A. Morrissey
                                        Chairman


                                       15
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>c04919exv31w2.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: May 3, 2006                       /s/ John C. Osterman
                                        ----------------------------------------
                                        John C. Osterman
                                        President/Treasurer


                                       16
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>c04919exv32w1.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 March 31, 2006 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: May 3, 2006


                                       17
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>5
<FILENAME>c04919exv32w2.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 March 31, 2006 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: May 3, 2006


                                       18
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
