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<SEC-DOCUMENT>0000950137-06-012282.txt : 20061113
<SEC-HEADER>0000950137-06-012282.hdr.sgml : 20061110
<ACCEPTANCE-DATETIME>20061113110900
ACCESSION NUMBER:		0000950137-06-012282
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20060930
FILED AS OF DATE:		20061113
DATE AS OF CHANGE:		20061113

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:		061206413

	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>c09821e10vq.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 September 30, 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)

           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 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 September 30, 2006, 966,132 shares of the registrant's common stock
were outstanding.





<PAGE>


                           CHICAGO RIVET & MACHINE CO.

                                      INDEX

PART I.                    FINANCIAL INFORMATION                            Page

     Condensed Consolidated Balance Sheets at September 30, 2006
         and December 31, 2005                                               2-3

     Condensed Consolidated Statements of Operations for the Three
         and Nine Months Ended September 30, 2006 and 2005                     4

     Condensed Consolidated Statements of Retained Earnings for the
         Nine Months Ended September 30, 2006 and 2005                         5

     Condensed Consolidated Statements of Cash Flows for the
         Nine Months Ended September 30, 2006 and 2005                         6

     Notes to the Condensed 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                               13-23



                                       1
<PAGE>


Item 1. Financial Statements.


                           CHICAGO RIVET & MACHINE CO.
                      Condensed Consolidated Balance Sheets
                    September 30, 2006 and December 31, 2005



<TABLE>
<CAPTION>
                                                      September 30,       December 31,
                                                         2006                2005
                                                      -------------       -----------
                                                      (Unaudited)
                             Assets

<S>                                                   <C>                 <C>
Current Assets:
  Cash and cash equivalents                           $   169,029         $ 4,730,837
  Certificates of deposit                               5,005,000           1,005,000
  Accounts receivable, net of allowance
    of $178,000 and $210,000, respectively              6,666,881           5,370,611
  Inventories:
    Raw materials                                       1,442,751           1,586,744
    Work in process                                     2,309,076           2,218,774
    Finished goods                                      2,463,165           2,166,177
                                                      -----------         -----------
  Total inventories                                     6,214,992           5,971,695
                                                      -----------         -----------
  Deferred income taxes                                   529,191             560,191
  Other current assets                                    348,663             232,142
                                                      -----------         -----------

Total current assets                                   18,933,756          17,870,476
                                                      -----------         -----------

Property, Plant and Equipment:
  Land and improvements                                 1,029,035           1,029,035
  Buildings and improvements                            6,323,931           6,251,144
  Production equipment, leased machines and other      29,597,136          29,163,667
                                                      -----------         -----------
                                                       36,950,102          36,443,846
Less accumulated depreciation                          26,951,457          26,392,338
                                                      -----------         -----------
Net property, plant and equipment                       9,998,645          10,051,508
                                                      -----------         -----------

Total assets                                          $28,932,401         $27,921,984
                                                      ===========         ===========

</TABLE>


See Notes to the Condensed Consolidated Financial Statements



                                       2
<PAGE>
                           CHICAGO RIVET & MACHINE CO.
                      Condensed Consolidated Balance Sheets
                    September 30, 2006 and December 31, 2005



<TABLE>
<CAPTION>
                                                      September 30,     December 31,
                                                          2006             2005
                                                      -------------     ------------
                                                       (Unaudited)

            Liabilities and Shareholders' Equity

<S>                                                   <C>               <C>
Current Liabilities:
  Accounts payable                                    $  1,644,736      $  1,452,314
  Accrued wages and salaries                               907,644           680,969
  Contributions due profit sharing plan                    252,000           125,000
  Accrued plant closing expenses                           399,746                --
  Other accrued expenses                                   502,567           772,270
                                                      ------------      ------------
Total current liabilities                                3,706,693         3,030,553

Deferred income taxes                                    1,073,275         1,313,275
                                                      ------------      ------------

Total liabilities                                        4,779,968         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                                     26,489,301        25,915,024
  Treasury stock, 171,964 shares at cost                (3,922,098)       (3,922,098)
                                                      ------------      ------------
Total shareholders' equity                              24,152,433        23,578,156
                                                      ------------      ------------

Total liabilities and shareholders' equity            $ 28,932,401      $ 27,921,984
                                                      ============      ============
</TABLE>



See Notes to the Condensed Consolidated Financial Statements



                                       3
<PAGE>

                           CHICAGO RIVET & MACHINE CO.
                 Condensed Consolidated Statements of Operations
         For the Three and Nine Months Ended September 30, 2006 and 2005
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                Three Months Ended                  Nine Months Ended
                                                   September 30,                      September 30,
                                           -----------------------------      -----------------------------
                                               2006             2005             2006              2005
<S>                                        <C>              <C>               <C>              <C>
Net sales                                  $  9,107,430     $  9,691,683      $ 31,053,347     $ 29,783,682
Lease revenue                                    25,033           26,678            77,433           81,933
                                           ------------     ------------      ------------     ------------
                                              9,132,463        9,718,361        31,130,780       29,865,615
Cost of goods sold and costs
 related to lease revenue                     7,352,636        8,258,602        24,517,941       25,385,666
                                           ------------     ------------      ------------     ------------

Gross profit                                  1,779,827        1,459,759         6,612,839        4,479,949
Selling and administrative expenses           1,491,616        1,759,263         4,758,465        5,192,520
Plant closing expenses                            8,204               --           408,605               --
                                           ------------     ------------      ------------     ------------

Operating profit (loss)                         280,007         (299,504)        1,445,769         (712,571)

Other income and expenses:
  Interest income                                66,572           41,124           176,490          101,161
  Other income                                    3,600            3,600            12,730           11,378
                                           ------------     ------------      ------------     ------------
Income (loss) before income taxes               350,179         (254,780)        1,634,989         (600,032)
Provision (benefit) for income taxes            112,000          (85,000)          539,000         (201,000)
                                           ------------     ------------      ------------     ------------
Net income (loss)                          $    238,179     $   (169,780)     $  1,095,989     $   (399,032)
                                           ============     ============      ============     ============
Average common shares outstanding               966,132          966,132           966,132          966,132
                                           ============     ============      ============     ============
Per share data:
   Net income (loss) per share                     0.24     $      (0.17)     $       1.13     $      (0.41)
                                           ============     ============      ============     ============
   Cash dividends declared per share       $       0.18     $       0.18      $       0.54     $       0.69
                                           ============     ============      ============     ============
</TABLE>



See Notes to the Condensed Consolidated Financial Statements



                                       4

<PAGE>


                           CHICAGO RIVET & MACHINE CO.
             Condensed Consolidated Statements of Retained Earnings
              For the Nine Months Ended September 30, 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 nine months ended                     1,095,989          (399,032)


Cash dividends declared in the period,
  $.54 and $.69 per share in 2006 and 2005, respectively         (521,712)         (666,632)
                                                             ------------      ------------

Retained earnings at end of period                           $ 26,489,301      $ 26,088,507
                                                             ============      ============

</TABLE>


See Notes to the Condensed Consolidated Financial Statements



                                       5



<PAGE>

                           CHICAGO RIVET & MACHINE CO.
                 Condensed Consolidated Statements of Cash Flows
              For the Nine Months Ended September 30, 2006 and 2005
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                    2006                2005
                                                                ------------      ------------
<S>                                                             <C>               <C>
Cash flows from operating activities:
Net income (loss)                                               $  1,095,989      $   (399,032)
Adjustments to reconcile net income (loss)
  to net cash provided by (used in) operating activities:
  Depreciation                                                     1,234,514         1,270,532
  Net (gain) loss on the sale of equipment                           (10,330)            8,003
  Deferred income taxes                                             (209,000)         (133,000)
  Changes in operating assets and liabilities:
    Accounts receivable, net                                      (1,296,270)       (1,929,881)
    Inventories                                                     (243,297)          318,433
    Other current assets                                            (116,521)          (75,266)
    Accounts payable                                                 159,361           560,267
    Other accrued expenses                                           483,718          (105,966)
                                                                ------------      ------------
      Net cash provided by (used in) operating activities          1,098,164          (485,910)
                                                                ------------      ------------

Cash flows from investing activities:
  Capital expenditures                                            (1,154,760)         (573,924)
  Proceeds from the sale of equipment                                 16,500               500
  Proceeds from held-to-maturity securities                        6,275,000           805,000
  Purchases of held-to-maturity securities                       (10,275,000)       (1,005,000)
                                                                ------------      ------------
    Net cash used in investing activities                         (5,138,260)         (773,424)
                                                                ------------      ------------

Cash flows from financing activities:
   Cash dividends paid                                              (521,712)         (666,632)
                                                                ------------      ------------
    Net cash used in financing activities                           (521,712)         (666,632)
                                                                ------------      ------------

Net decrease in cash and cash equivalents                         (4,561,808)       (1,925,966)
Cash and cash equivalents at beginning of period                   4,730,837         5,464,368
                                                                ------------      ------------
Cash and cash equivalents at end of period                      $    169,029      $  3,538,402
                                                                ============      ============

Supplemental schedule of non-cash investing activities:
  Capital expenditures in accounts payable                      $     33,061      $     27,401
</TABLE>



See Notes to the Condensed Consolidated Financial Statements



                                       6


<PAGE>



                           CHICAGO RIVET & MACHINE CO.
            NOTES TO THE CONDENSED 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 September 30, 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 and nine-month period ending
September 30, 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.

5. On May 30, 2006 the Board of Directors of Chicago Rivet & Machine Co.
determined that the Company would close its fastener operation in Jefferson,
Iowa and transfer production activities to its facility in Tyrone, Pennsylvania.
The Jefferson, Iowa facility had been operating below capacity, and the Company
determined to close the facility as part of its cost savings efforts. While the
exact timing is unknown at this time, it is expected that the transfer will be
substantially complete by December 31, 2006.

The Company has recorded $408,605, through September 30, 2006, relating to
termination benefits and equipment moving expenses in connection with the
closing of the Jefferson facility. The Company does not anticipate that it will
record a material charge related to asset impairment as a result of this
closing. Additional costs associated with the relocation of equipment and
closing and disposal of the facility are anticipated, but the amount and timing
of such costs are not known at this time.



                                       7
<PAGE>
                           CHICAGO RIVET & MACHINE CO.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


6. 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 September 30, 2006:
Net sales and lease revenue                $  7,833,763      $  1,298,700      $         --     $  9,132,463

Depreciation                                    368,575            25,377            23,152          417,104

Segment profit                                  441,743           348,214                            789,957
Selling and administrative expenses                                                (498,146)        (498,146)
Plant closing expenses                           (8,204)                                              (8,204)
Interest income                                                                      66,572           66,572
                                                                                                ------------
Income before income taxes                                                                           350,179
                                                                                                ------------


Capital expenditures                            194,275                --            58,174          252,449

Segment assets:
  Accounts receivable, net                    5,907,432           759,449                          6,666,881
  Inventories                                 4,544,100         1,670,892                          6,214,992
  Property, plant and equipment, net          7,830,427         1,207,493           960,725        9,998,645
  Other assets                                                                    6,051,883        6,051,883
                                                                                                ------------
                                                                                                  28,932,401
                                                                                                ------------


Three Months Ended September 30, 2005:
Net sales and lease revenue                $  8,488,640      $  1,229,721      $         --     $  9,718,361

Depreciation                                    384,206            26,404            20,096          430,706

Segment profit                                  118,115           202,214                            320,329
Selling and administrative expenses                                                (616,233)        (616,233)
Interest income                                                                      41,124           41,124
                                                                                                ------------
Loss before income taxes                                                                            (254,780)
                                                                                                ------------
Capital expenditures                             39,155            33,169            30,062          102,386
                                                                                                ------------

Segment assets:
  Accounts receivable, net                    6,245,497             551,999                        6,797,496
  Inventories                                 4,030,738           1,893,299                        5,924,037
  Property, plant and equipment, net          8,179,240           1,311,511         977,855       10,468,606
  Other assets                                                                    5,378,356        5,378,356
                                                                                                ------------
                                                                                                  28,568,495
                                                                                                ------------
</TABLE>


                                       8
<PAGE>
                           CHICAGO RIVET & MACHINE CO.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                               Assembly
                                            Fastener           Equipment           Other        Consolidated
                                            --------           ---------      -------------     ------------
<S>                                       <C>               <C>               <C>              <C>
Nine Months Ended September 30, 2006:
Net sales and lease revenue               $ 26,543,850      $  4,586,930      $         --     $ 31,130,780

Depreciation                                 1,091,291            76,131            67,092        1,234,514

Segment profit                               2,291,848         1,201,764                          3,493,612
Selling and administrative expenses                                             (1,626,508)      (1,626,508)
Plant closing expenses                        (408,605)                                            (408,605)
Interest income                                                                     176,490         176,490
                                                                                               ------------
Income before income taxes                                                                        1,634,989
                                                                                               ------------

Capital expenditures                         1,115,104                --            72,717        1,187,821


Nine Months Ended September 30, 2005:
Net sales and lease revenue               $ 25,281,006      $  4,584,609      $         --     $ 29,865,615

Depreciation                                 1,136,246            78,616            55,670        1,270,532

Segment profit                                 230,607           984,762                --        1,215,369
Selling and administrative expenses                                             (1,916,562)      (1,916,562)
Interest income                                                                    101,161          101,161
                                                                                               ------------
Loss before income taxes                                                                           (600,032)
                                                                                               ------------

Capital expenditures                           411,720            34,689           154,916          601,325


</TABLE>



                                       9
<PAGE>
                           CHICAGO RIVET & MACHINE CO.

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

         Revenues for the third quarter of 2006 declined $585,898, or 6%,
compared to the third quarter of 2005, as an increase in assembly equipment
segment sales was more than offset by reduced fastener segment demand; however,
year to date revenues remain ahead of 2005, reflecting an increase of
$1,265,165, or 4%. The decrease in revenues during the quarter was more than
offset by reductions in certain manufacturing costs and administrative expenses,
which resulted in net income for the quarter of $238,179, or $.24 per share,
compared to a loss of $169,780, or $.17 per share, for the third quarter of
2005. This brings the current year to date net income to $1,095,989, or $1.13
per share, compared to a net loss of $399,032, or $.41 per share, for the first
nine months of 2005.

         Third quarter revenues within the fastener segment totaled $7,833,763,
a decrease of $654,877, or 7.7%, compared to the third quarter of 2005. The
reduction in fastener segment sales was due to lower demand from automotive
industry customers. Despite the lower sales, we realized a net improvement in
gross margin of approximately $156,000 during the quarter due primarily to a
reduction in tooling costs of $132,000 and lower average material prices during
the quarter. Additionally, labor costs declined in the quarter by approximately
$113,000, as work schedules were adjusted to match production needs, and
expediting costs declined $56,000 as such costs returned to more normal levels
compared to the third quarter of 2005. The balance of the improvement in gross
margin was the net result of a variety of overhead components. Fastener segment
revenues have increased $1,262,844, or 5%, in the first nine months of 2006
compared with 2005, totaling $26,543,850. Gross margins have improved by
approximately $1,946,000 in the current year. The combination of higher sales
and a $670,000 reduction in tooling expense were the primary factors in this
improvement. The reduction in tooling expense is attributed to a higher than
normal number of parts being designed during 2005, and the overall longer life
of certain tools during the current year. The increased manufacturing volume in
the current year has also allowed for greater utilization of plant resources,
further contributing to the improvement in margins in 2006.

         Revenues within the assembly equipment segment increased by $68,979, or
5.6%, during the third quarter of 2006, compared with the third quarter of 2005.
The improvement was primarily due to an increase in the number of machines
shipped during the quarter. The third quarter increase brings year to date
revenues for this segment to $4,586,930, fractionally ahead of 2005. Gross
margins for the third quarter of 2006 increased $164,000, benefiting not only
from the increase in sales during the quarter, but also a reduction in labor
costs and labor related expenses, due to turnover and headcount reductions.
Similarly, the results for the first nine months of 2006 also reflect the
aforementioned changes, resulting in an increase in gross margin of $187,000
compared with 2005.

         Selling and administrative expenses for the third quarter of 2006
declined by $268,000 compared with the third quarter of 2005. Professional fees
were $72,000 lower in the third quarter of 2006 due to initial procedures
performed in 2005 related to compliance with the Sarbanes-Oxley Act of 2002.
Expenses were further reduced by $149,000 due to the settlement of a litigation
matter in 2005. Bad debt expense was $63,000 lower in the quarter due to the
bankruptcy of a certain customer in the third quarter of 2005, and salaries
declined $38,000 due to headcount reductions. Partially offsetting these lower
expense items is an increase in profit sharing expense of $62,000, related to
higher profits for the third quarter of 2006. For the first nine months of 2006,
selling and administrative expenses have declined $434,000 compared to 2005.
Professional fees have declined $289,000 due to initial consulting incurred in
2005 related to Sarbanes-Oxley compliance. Selling and administrative expenses
incurred in 2005 also included $312,000 to resolve a litigation matter. The
absence of a bankruptcy filing of a certain customer in the current year has
resulted in a net decline in bad debt expense of $73,000. The reduction in these
expense items on a year to date basis is partially offset by the increase in
profit sharing of $252,000, due to more profitable operating results in 2006.

         During May of the current year, a decision was made to close our
Jefferson, Iowa fastener operation and transfer production activities of that
location to our facility in Tyrone, Pennsylvania, to better utilize
manufacturing capacity. We continue to make progress in that effort, and expect
the transfer to be completed before December 31, 2006. As of September 30, 2006,
a charge of $408,605 has been recorded related to the plant closing. Additional
costs associated with the relocation of equipment and disposal of the facility
are expected, but the amount and timing of such costs are not known at this
time.

         Working capital at September 30, 2006 amounted to $15.2 million, an
increase of $.4 million from the beginning of the year. Accounts receivable
balances have increased $1.3 million since the beginning of the year due to
higher sales volumes. Offsetting this amount is an increase in current
liabilities of nearly $.7 million, of which $.4 million relates to the accrual
for termination benefits for the Jefferson, Iowa plant closing. Holdings in
cash, cash equivalents and certificates of


                                       10


<PAGE>

deposit amounted to $5.2 million at the end of the third quarter, a year to date
decline of $.5 million. In the current year, almost $1.2 million has been spent
for capital items, primarily to expand our fastener segment production
capabilities.

         The Company has a $1.0 million line of credit, which expires May 31,
2007. 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.

         Although we are pleased to report a return to profitability for the
third quarter and the first nine months of the year, the decline in sales for
the third quarter is a matter of concern. News accounts related to the
automotive sector, upon which we rely for revenue, continue to be dominated by
reports on the challenging conditions in the domestic market. Given the current
environment, we do not foresee significant improvements in that market in the
short term. Competition from foreign sources also continues to be a significant
factor, as domestic manufacturers struggle to deal with higher legacy costs,
while their share of the automotive market continues to decline. In response, we
will continue our efforts to develop relationships with foreign manufacturers to
supplement our existing customer base. We will also continue to work to control
costs and make the most of available resources while actively pursuing new
business from both new and existing customers.

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, the loss of the
services of our key employees and difficulties in achieving expected cost
savings. 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 5.  Other Information.

     On November 9, 2006, the Company entered into a Consulting Agreement with
John C. Osterman, the Company's former President, Chief Operating Officer and
Treasurer. Mr. Osterman retired from the Company on May 9, 2006. Under the terms
of the consulting agreement, Mr. Osterman will receive a quarterly consulting
fee of $15,000. The consulting agreement is effective as of July 1, 2006, and
unless terminated earlier by either party, the term of the agreement is through
June 30, 2007. A copy of the consulting agreement is attached hereto as Exhibit
10.1.

Item 6.  Exhibits.


         10.1     Consulting Agreement, dated November 9, 2006, between the
                       Company and John C. Osterman

         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.



                                       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:  November 13, 2006
                                             /s/ John A. Morrissey
                                             -----------------------------------
                                             John A. Morrissey
                                             Chairman of the Board of Directors
                                             and Chief Executive Officer


Date:  November 13, 2006
                                             /s/ Michael J. Bourg
                                             -----------------------------------
                                             Michael J. Bourg
                                             President, Chief Operating
                                             Officer and Treasurer
                                             (Principal Financial Officer)



                                       14
<PAGE>






CHICAGO RIVET & MACHINE CO.

EXHIBITS


INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number                                                                          Page
<S>                                                                             <C>
  10.1    Consulting Agreement, dated November 9, 2006, between the
            Company and John C. Osterman                                         16-19
  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    20

  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    21


  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    22

  32.2    Certification Pursuant to 18 U.S.C. Section 1350, as
            Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    23
</TABLE>



                                       15
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>c09821exv10w1.txt
<DESCRIPTION>CONSULTING AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 10.1


                              CONSULTING AGREEMENT



     CONSULTING AGREEMENT, effective as of July 1, 2006, between Chicago Rivet &
Machine Co., an Illinois corporation (the "Company"), and John C. Osterman (the
"Consultant").

     WHEREAS, the Company and the Consultant wish to enter into a consulting
agreement upon the terms and subject to the conditions set forth below.

     NOW THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:

          1. General. The Company hereby agrees to engage the Consultant, and
the Consultant hereby agrees to perform services for the Company on the terms
and conditions set forth herein.

          2. Term. The Term of this Agreement (the "Term") shall commence as of
the date hereof and, unless extended by mutual written agreement of the parties,
shall automatically terminate on the first anniversary of the date hereof
without any further action by either party. The Consultant's engagement as a
consultant hereunder and the Term may also be terminated by either party at any
time with thirty (30) days' advance written notice to the other party. The Term
shall also terminate automatically on the death or disability of the Consultant.
Sections 5 (with respect to fees accrued and expenses incurred prior to the date
of termination), 6 and 8-16 shall survive the expiration or termination of this
Agreement and the Term.

          3. Duties. From time to time during the Term, the Consultant shall
render to the Company such services as Consultant and the Company may agree upon
in writing from time to time, including those set forth on Exhibit A, as amended
from time to time.

          4. Place of Performance/Office Use. The Consultant shall perform his
duties and conduct his business at such locations as are reasonably acceptable
to him and the Company, such locations shall include the Consultant's place of
residence and the Company's offices.

          5. Compensation.

             (a) Fees. During the Term, the Company shall pay to the Consultant,
$60,000.00 as compensation for the services to be performed by the Consultant
hereunder, such payments to be made quarterly.

             (b) Business Expenses. In connection with the performance by the
Consultant of consulting services hereunder, the Company shall reimburse the
Consultant for all reasonable business expenses in accordance with the Company's
normal reimbursement procedures.

             (c) Independent Contractor. It is understood and agreed that this
Agreement is not an employment agreement and the Consultant shall at no time and
under no circumstances be an employee, representative, or agent of the Company
or any of its subsidiaries. The Consultant is an independent contractor and the
Company shall exercise no immediate control over the Consultant or the manner in
which he performs his services under this Agreement except to the extent that
the Company provides instructions to the Consultant and exercises the right to
accept or reject any submissions made by the Consultant. The Consultant may not
bind or sign any documents on behalf of the Company or any of its operating
subsidiaries. The Consultant shall be responsible for payment of all taxes for
remuneration received under this Agreement, including Federal and State income
tax, Social Security tax, Unemployment Insurance tax, and any other taxes or
business license fees as required.

          6. Exclusivity; No-Conflict of Interests. The Consultant agrees that
during the Term, the Consultant shall not render services similar to the
services the Consultant provides hereunder to other companies in the cold
heading, screw machine or assembly equipment industries, whether as an employee,
consultant or otherwise. In addition, the Consultant agrees to promptly inform
the Company of any business or professional activities or interests which may
give rise to a conflict of interest with respect to the Consultant's performance
of services hereunder.

          7. Confidential Information. The Consultant agrees that any
confidential information received by the Consultant during any furtherance of
the Consultant's obligations under this Agreement, which concerns the affairs of


                                       16
<PAGE>
the Company or its affiliates shall be treated by the Consultant in confidence
and shall not be revealed to any other individual, partnership, company or other
organization except as may be required by law, as directed by any regulatory
authority or by order of any court. To the extent practicable, prior to
disclosing any confidential information to a court or other governmental
authority, Consultant shall notify the Company so that the Company may protect
any rights it may have, including by seeking a protective order or other
appropriate remedy or relief. Upon the expiration or termination of this
Agreement or upon the request of the Company, the Consultant shall promptly
return to the Company all such written confidential information in his
possession or control.

          8. Hold Harmless. The Company shall indemnify and advance expenses to
the Consultant for any and all costs, damages and expenses incurred or suffered
by the Consultant in connection with the services provided by Consultant
hereunder, provided that the foregoing indemnification and advancement of
expenses will not apply to any costs, damages or expenses to the extent that
they are finally judicially determined to have resulted from the gross
negligence or willful misconduct of the Consultant. The Company also agrees that
the Consultant shall not have any liability to the Company in connection with
the services provided by the Consultant hereunder, except to the extent that any
such liability is finally judicially determined to have resulted from the
Consultant's gross negligence or willful misconduct.

          9. Successors; Binding Agreement. This Agreement shall be binding on
the Company and it successors. This Agreement and all rights of the Consultant
hereunder shall inure to the benefit of and be enforceable by the Consultant's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. This Agreement is personal to Consultant
and may not be assigned by the Consultant or the Company.

         10. Notice. For the purposes of this Agreement, notices, demands and
all other communications provided for herein shall be in writing and shall be
deemed to have been duly given when delivered or (unless otherwise specified)
mailed by United States certified mail, return receipt requested, postage
prepaid, addressed as follows:

If to the Consultant:
                         Mr. John C. Osterman
                         1325 Pickwick Court
                         Naperville, IL 60563

If to the Company:
                         Mr. Michael J. Bourg, President
                         Chicago Rivet & Machine Co.
                         901 Frontenac Road
                         Naperville, IL 60563

or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

         11. Modification; Waiver; Discharge. No provisions of this Agreement
may be modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by the parties hereto. No waiver by a
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.

         12. Validity. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.

         13. Entire Agreement. This Agreement sets forth the entire agreement
of the parties hereto solely in respect of the services of the Consultant as a
consultant and, supersedes all prior agreements, promises, covenants,
arrangements, communications, representations or warranties whether oral or
written, with respect thereto.

         14. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

         15. Headings. The headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.


                                       17
<PAGE>
         16. Governing Law. The validity, interpretation, construction and
performance of this Agreement and any disputes between the parties relating to
this Agreement shall be governed by the laws of the state of Illinois without
regard to principles of conflicts of laws.

     IN WITNESS WHEREOF, the parties have executed this Agreement on November 9,
2006.

                                            CHICAGO RIVET & MACHINE CO.


                                            By: /s/ Michael J. Bourg
                                               ---------------------------------
                                            Michael J. Bourg
                                            Its: President



                                            /s/ John C. Osterman
                                            ------------------------------------
                                            John C. Osterman



                                       18
<PAGE>
                                   Exhibit A



1. Consultant shall render such assistance and advice as may be reasonably
requested to provide for the orderly transfer of knowledge related to the duties
and responsibilities associated with the office of President of the Company.

2. Consultant shall render such assistance as may be reasonably requested with
respect to the shutdown and orderly wind down of business at the Company's
Jefferson, Iowa facility.

3. Consultant shall be available to attend, at the invitation of the Board or
Executive Committee of the Board, any meeting of the Company' Board of Directors
or of the Executive Committee of the Board.

4. Consultant shall undertake such other projects and assignments as may be
reasonably directed by the President of the Company.


                                       19

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>c09821exv31w1.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: November 13, 2006                        /s/ John A. Morrissey
           ----------------                         ----------------------
                                                    John A. Morrissey
                                                    Chairman




                                       20
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>4
<FILENAME>c09821exv31w2.txt
<DESCRIPTION>SECTION 302 CERTIFICATION
<TEXT>
<PAGE>



EXHIBIT 31.2

I, Michael J. Bourg, 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:  November 13, 2006           /s/ Michael J. Bourg
            ----------------            --------------------
                                        Michael J. Bourg
                                        President/Treasurer



                                       21
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>5
<FILENAME>c09821exv32w1.txt
<DESCRIPTION>SECTION 1350 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 September 30, 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:  November 13, 2006



                                       22
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>6
<FILENAME>c09821exv32w2.txt
<DESCRIPTION>SECTION 1350 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 September 30, 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/ Michael J. Bourg
- -----------------------------------
Name:  Michael J. Bourg
Title: Chief Financial Officer
Date:  November 13, 2006



                                       23
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
