SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

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

                                   FORM 8-K
                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                              January 20, 1997        
                     (Date of earliest event reported)

                        CHICAGO RIVET & MACHINE CO.
           (Exact Name of Registrant as Specified in its Charter)

            Illinois                  0-1227                36-0904920
        (State or Other           (Commission File       (IRS Employer
        Jurisdiction of              File Number)         Identification
         Incorporation)                                       Number)

                    901 Frontenac Road, Naperville, IL 60563
               (Address of Principal Offices, including zip code)

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

                                    N/A                             
       (Former name or former address, if changed since last report)


          ITEM 5.   OTHER EVENTS.

                    On January 20, 1997 the Board of Directors of
          Chicago Rivet & Machine Co. (the "Corporation") approved
          amendments to the Corporation's existing By-Laws.  The
          amendments to the By-Laws are summarized below.

                    Article II of the By-Laws was amended to add
          Section 15(a), which provides that persons may be
          nominated to stand for election as a director of the
          Corporation only (i) by or at the direction of the Board
          of Directors of the Corporation or (ii) by any
          shareholder of the Corporation (A) who is a shareholder
          of record on the date notice to the Corporation of the
          person to be nominated to stand for election as a
          director was given by such shareholder (as provided in
          clause (B) below) and on the record date for the
          determination of shareholders entitled to vote at the
          annual meeting and (B) who submits to the Corporation
          notice of the person to be nominated to stand for
          election as a director, in proper written form as
          provided in the amended By-Laws, not less than ninety
          (90) days nor more than one hundred twenty (120) days
          prior to the anniversary date of the immediately
          preceding annual meeting or, if the annual meeting is
          called for a date that is not within thirty (30) days
          before or after such anniversary date, not later than the
          close of business on the tenth (10th) day following the
          day on which notice of the date of the annual meeting was
          mailed or public announcement of the date of the annual
          meeting was made, whichever first occurs.  Such notice
          must be accompanied by a written consent of each proposed
          nominee to be named as a nominee and to serve as a
          director if elected.  Notwithstanding anything in clause
          (B) (above) to the contrary, if the number of directors
          to be elected to the Board of Directors of the
          Corporation is increased and there is no public
          announcement by the Corporation naming all of the
          nominees for director or specifying the size of the
          increased Board of Directors at least one hundred (100)
          days prior to the first anniversary of the preceding
          year's annual meeting, a shareholder's notice required by
          the By-Laws shall also be considered timely, but only
          with respect to nominees for any new positions created by
          such increase, if it is delivered to the Secretary at the
          principal executive offices of the Corporation not later
          than the close of business on the tenth (10th) day
          following the day on which such public announcement is
          first made by the Corporation.

                    Article II of the By-Laws was further amended
          to add Section 15(b), which provides that no business may
          be transacted at an annual meeting of shareholders of the
          Corporation other than business that is (i) specified in
          the notice of meeting given by the Board of Directors of
          the Corporation, (ii) otherwise properly brought before
          the annual meeting by the Board of Directors of the
          Corporation or (iii) otherwise properly brought before
          the annual meeting by any shareholder of the Corporation
          (A) who is a shareholder of record on the date notice to
          the Corporation of the business to be transacted was
          given by such shareholder (as provided in clause (B)
          below) and on the record date for the determination of
          shareholders entitled to vote at the annual meeting and
          (B) who submits to the Corporation the shareholder
          proposal to be considered, in proper written form as
          provided in the amended By-Laws, not less than ninety
          (90) days nor more than one hundred twenty (120) days
          prior to the anniversary date of the immediately
          preceding annual meeting or, if the annual meeting is
          called for a date that is not within thirty (30) days
          before or after such anniversary date, not later than the
          close of business on the tenth (10th) day following the
          day on which notice of the date of the annual meeting was
          mailed or public announcement of the date of the annual
          meeting was made, whichever first occurs.

                    Article II of the By-Laws was also amended to
          add Section 15(c) which provides that, for the purposes
          of Article II, Section 15 of the By-Laws, a "public
          announcement" is an announcement in a press release
          reported by the Dow Jones News Service, Associated Press
          or comparable national news service or in a document
          publicly filed by the Corporation with the Securities and
          Exchange Commission pursuant to Section 13, 14 or 15(d)
          of the Securities Exchange Act of 1934.

                    Article III, Section 14 of the By-Laws was
          amended and restated in its entirety to provide
          indemnification under the By-Laws to the fullest extent
          provided under the Illinois Business Corporation Act of
          1983 (the "IBCA"), as the IBCA existed as of January 1,
          1997.  The amended By-Laws also provide that future
          amendments to the IBCA will be incorporated into the By-
          Laws only to the extent that such amendments broaden the
          indemnification rights previously granted under the By-
          Laws.  Further, the Corporation must pay in advance to
          any person defending an action for which indemnification
          under the By-Laws is available any expenses incurred by
          such person during such defense, provided that such
          person undertakes to reimburse the Corporation for all
          advanced expenses in the event that it shall ultimately
          be determined that such person is not entitled to
          indemnification.  Article III, Section 14 of the By-Laws
          was also amended to provide that rights to
          indemnification may not be retroactively reduced by
          subsequent amendment to the IBCA or the By-Laws.  In
          addition, procedures for seeking indemnification from the
          Corporation following a Change in Control of the
          Corporation (as defined in the amended By-Laws) were
          added to the By-Laws.

                    The foregoing description of the amendments to
          the By-Laws does not purport to be complete and is
          qualified in its entirety by reference to the amended and
          restated By-Laws, a copy of which is incorporated by
          reference herein to Exhibit 3.4 to this Current Report on
          Form 8-K.

          ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
          INFORMATION AND EXHIBITS.

          (c)  Exhibits:

               3.4  Amended and Restated By-Laws of Chicago Rivet &
                    Machine Co., dated January 20, 1997.


                                  SIGNATURE

                    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
          hereunto duly authorized.

                                   CHICAGO RIVET & MACHINE CO.

                                   By: /s/ JOHN C. OSTERMAN         
                                      Name:  John C. Osterman
                                      Title: President, Chief
                                             Operating Officer and
                                             Treasurer

          Dated:    January 23, 1997


                                EXHIBIT INDEX

          Exhibit        Description

          3.4            Amended and Restated By-Laws of Chicago
                         Rivet & Machine Co., dated January 20,
                         1997.
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 9503}]
{"company-data": {"conformed-name": "CHICAGO RIVET & MACHINE CO", "cik": "0000019871", "assigned-sic": "3540", "irs-number": "360904920", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-01227", "film-number": "97510381"}, "business-address": {"street1": "901 FRONTENAC RD", "street2": "P O BOX 3061", "city": "NAPERVILLE", "state": "IL", "zip": "60566", "phone": "7083578500"}, "mail-address": {"street1": "901 FRONTENAC RD", "street2": "P O BOX 3061", "city": "NAPERVILLE", "state": "IL", "zip": "60566"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

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

                                   FORM 8-K
                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                              January 20, 1997        
                     (Date of earliest event reported)

                        CHICAGO RIVET & MACHINE CO.
           (Exact Name of Registrant as Specified in its Charter)

            Illinois                  0-1227                36-0904920
        (State or Other           (Commission File       (IRS Employer
        Jurisdiction of              File Number)         Identification
         Incorporation)                                       Number)

                    901 Frontenac Road, Naperville, IL 60563
               (Address of Principal Offices, including zip code)

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

                                    N/A                             
       (Former name or former address, if changed since last report)

          ITEM 5.   OTHER EVENTS.

                    On January 20, 1997 the Board of Directors of
          Chicago Rivet & Machine Co. (the "Corporation") approved
          amendments to the Corporation's existing By-Laws.  The
          amendments to the By-Laws are summarized below.

                    Article II of the By-Laws was amended to add
          Section 15(a), which provides that persons may be
          nominated to stand for election as a director of the
          Corporation only (i) by or at the direction of the Board
          of Directors of the Corporation or (ii) by any
          shareholder of the Corporation (A) who is a shareholder
          of record on the date notice to the Corporation of the
          person to be nominated to stand for election as a
          director was given by such shareholder (as provided in
          clause (B) below) and on the record date for the
          determination of shareholders entitled to vote at the
          annual meeting and (B) who submits to the Corporation
          notice of the person to be nominated to stand for
          election as a director, in proper written form as
          provided in the amended By-Laws, not less than ninety
          (90) days nor more than one hundred twenty (120) days
          prior to the anniversary date of the immediately
          preceding annual meeting or, if the annual meeting is
          called for a date that is not within thirty (30) days
          before or after such anniversary date, not later than the
          close of business on the tenth (10th) day following the
          day on which notice of the date of the annual meeting was
          mailed or public announcement of the date of the annual
          meeting was made, whichever first occurs.  Such notice
          must be accompanied by a written consent of each proposed
          nominee to be named as a nominee and to serve as a
          director if elected.  Notwithstanding anything in clause
          (B) (above) to the contrary, if the number of directors
          to be elected to the Board of Directors of the
          Corporation is increased and there is no public
          announcement by the Corporation naming all of the
          nominees for director or specifying the size of the
          increased Board of Directors at least one hundred (100)
          days prior to the first anniversary of the preceding
          year's annual meeting, a shareholder's notice required by
          the By-Laws shall also be considered timely, but only
          with respect to nominees for any new positions created by
          such increase, if it is delivered to the Secretary at the
          principal executive offices of the Corporation not later
          than the close of business on the tenth (10th) day
          following the day on which such public announcement is
          first made by the Corporation.

                    Article II of the By-Laws was further amended
          to add Section 15(b), which provides that no business may
          be transacted at an annual meeting of shareholders of the
          Corporation other than business that is (i) specified in
          the notice of meeting given by the Board of Directors of
          the Corporation, (ii) otherwise properly brought before
          the annual meeting by the Board of Directors of the
          Corporation or (iii) otherwise properly brought before
          the annual meeting by any shareholder of the Corporation
          (A) who is a shareholder of record on the date notice to
          the Corporation of the business to be transacted was
          given by such shareholder (as provided in clause (B)
          below) and on the record date for the determination of
          shareholders entitled to vote at the annual meeting and
          (B) who submits to the Corporation the shareholder
          proposal to be considered, in proper written form as
          provided in the amended By-Laws, not less than ninety
          (90) days nor more than one hundred twenty (120) days
          prior to the anniversary date of the immediately
          preceding annual meeting or, if the annual meeting is
          called for a date that is not within thirty (30) days
          before or after such anniversary date, not later than the
          close of business on the tenth (10th) day following the
          day on which notice of the date of the annual meeting was
          mailed or public announcement of the date of the annual
          meeting was made, whichever first occurs.

                    Article II of the By-Laws was also amended to
          add Section 15(c) which provides that, for the purposes
          of Article II, Section 15 of the By-Laws, a "public
          announcement" is an announcement in a press release
          reported by the Dow Jones News Service, Associated Press
          or comparable national news service or in a document
          publicly filed by the Corporation with the Securities and
          Exchange Commission pursuant to Section 13, 14 or 15(d)
          of the Securities Exchange Act of 1934.

                    Article III, Section 14 of the By-Laws was
          amended and restated in its entirety to provide
          indemnification under the By-Laws to the fullest extent
          provided under the Illinois Business Corporation Act of
          1983 (the "IBCA"), as the IBCA existed as of January 1,
          1997.  The amended By-Laws also provide that future
          amendments to the IBCA will be incorporated into the By-
          Laws only to the extent that such amendments broaden the
          indemnification rights previously granted under the By-
          Laws.  Further, the Corporation must pay in advance to
          any person defending an action for which indemnification
          under the By-Laws is available any expenses incurred by
          such person during such defense, provided that such
          person undertakes to reimburse the Corporation for all
          advanced expenses in the event that it shall ultimately
          be determined that such person is not entitled to
          indemnification.  Article III, Section 14 of the By-Laws
          was also amended to provide that rights to
          indemnification may not be retroactively reduced by
          subsequent amendment to the IBCA or the By-Laws.  In
          addition, procedures for seeking indemnification from the
          Corporation following a Change in Control of the
          Corporation (as defined in the amended By-Laws) were
          added to the By-Laws.

                    The foregoing description of the amendments to
          the By-Laws does not purport to be complete and is
          qualified in its entirety by reference to the amended and
          restated By-Laws, a copy of which is incorporated by
          reference herein to Exhibit 3.4 to this Current Report on
          Form 8-K.

          ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
          INFORMATION AND EXHIBITS.

          (c)  Exhibits:

               3.4  Amended and Restated By-Laws of Chicago Rivet &
                    Machine Co., dated January 20, 1997.

                                  SIGNATURE

                    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
          hereunto duly authorized.

                                   CHICAGO RIVET & MACHINE CO.

                                   By: /s/ JOHN C. OSTERMAN         
                                      Name:  John C. Osterman
                                      Title: President, Chief
                                             Operating Officer and
                                             Treasurer

          Dated:    January 23, 1997

                                EXHIBIT INDEX

          Exhibit        Description

          3.4            Amended and Restated By-Laws of Chicago
                         Rivet & Machine Co., dated January 20,
                         1997.