Registration No. ___________

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
<S>                                                                              <C>
The Keller Manufacturing Company, Inc.
--------------------------------------
(Exact name of registrant as specified in its charter)

Indiana                                                                          35-0435090
-------                                                                          ----------
(State or other jurisdiction of                                                  (I.R.S. Employer
incorporation or organization)                                                   Identification No.)

701 North Water Street
Corydon, Indiana 47112
----------------------
(Address of Principal Executive Offices)

The Keller Manufacturing Company, Inc. Long-Term Equity Incentive Plan
----------------------------------------------------------------------
(Full title of the plan)

Robert W. Byrd, President and Chief Executive Officer
The Keller Manufacturing Company, Inc.
701 North Water Street
Corydon, Indiana 47112
-----------------------------------------------------
(Name and address of agent for service)

(812) 738-2222
--------------
(Telephone number, including area code, of agent for service)

Copies to:

Harry L. Gonso
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282
</TABLE>

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S>                       <C>               <C>                       <C>                     <C>
                                               Proposed                Proposed maximum
Title of securities        Amount to be     maximum offering          aggregate offering         Amount of
 to be registered          registered        price per unit               price(1)            registration fee
-------------------        ------------     ----------------          ------------------      ----------------
  Common Shares           200,000 shares         $8.375                   $1,675,000               $507.58

<FN>
     (1)The registration fee has been calculated pursuant to Rule 457(c) and (h)
based upon the average "bid" and "asked"  prices  reported for the Common Shares
on August 20, 1999.
</FN>
</TABLE>

<PAGE>


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following  information  heretofore  filed with the  Securities  and Exchange
Commission  ("Commission")  pursuant to the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), is incorporated herein by reference:

(a)  Registrant's  Registration  on Form 10, filed  pursuant to Section 12(g) of
     the  Exchange  Act,  dated  April 30,  1999,  Registration  No.  000-25939,
     including any  amendments or reports filed for the purpose of updating that
     description.

(b)  The  information  set forth under the caption  "Description of Registrant's
     Securities to be Registered" in the  Registrant's  Registration on Form 10,
     dated April 30, 1999, Registration No. 000-25939,  including any amendments
     or reports filed for the purpose of updating that description.

All documents filed by the Registrant  pursuant to Sections 13(a), 13(c), 14 and
15(d)  of the  Exchange  Act  subsequent  to the  filing  of  this  Registration
Statement and prior to the filing of a post-effective amendment, which indicates
that all of the securities  offered  hereby have been sold or which  deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of those documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

The Indiana  Business  Corporation Law ("IBCL"),  the provisions of which govern
the Registrant,  empowers an Indiana corporation to indemnify present and former
directors,  officers,  employees, or agents or any person who may have served at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation  ("Eligible  Persons")  against  liability  incurred in any
proceeding,  civil or criminal,  in which the Eligible Person is made a party by
reason of being or  having  been in any such  capacity,  or  arising  out of his
status as such, if the individual  acted in good faith and  reasonably  believed
that (a) the individual was acting in the best interests of the corporation,  or
(b) if the challenged  action was taken other than in the individual's  official
capacity as an officer,  director,  employee or agent, the individual's  conduct
was at least not opposed to the  corporation's  best  interests,  or (c) if in a
criminal  proceeding,  either the individual had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.


<PAGE>

The IBCL  further  empowers a  corporation  to pay or reimburse  the  reasonable
expenses  incurred by an Eligible  Person in connection  with the defense of any
such claim,  including  counsel  fees;  and,  unless  limited by its Articles of
Incorporation,  the  corporation  is required to  indemnify  an Eligible  Person
against  reasonable  expenses if he is wholly successful in any such proceeding,
on the merits or otherwise.  Under certain circumstances,  a corporation may pay
or  reimburse  an  Eligible  Person  for  reasonable  expenses  prior  to  final
disposition  of the matter.  Unless a  corporation's  articles of  incorporation
otherwise provide,  an Eligible Person may apply for  indemnification to a court
which may order indemnification upon a determination that the Eligible Person is
entitled  to  mandatory  indemnification  for  reasonable  expenses  or that the
Eligible Person is fairly and reasonably  entitled to indemnification in view of
all the relevant  circumstances  without regard to whether his actions satisfied
the appropriate standard of conduct.

Before a  corporation  may indemnify any Eligible  Person  against  liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the  specific  circumstances  because the Eligible  Person met the  requisite
standard of conduct,  (2)  authorize the  corporation  to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification  is  sought.  If it is  not  possible  to  obtain  a  quorum  of
uninvolved directors, the foregoing action may be taken by a committee of two or
more  directors  who are not parties to the  proceeding,  special  legal counsel
selected  by the  Board  or  such a  committee,  or by the  shareholders  of the
corporation.

In  addition to the  foregoing,  the IBCL  states  that the  indemnification  it
provides  shall  not be deemed  exclusive  of any  other  rights to which  those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws,  resolution of the board of directors or  shareholders,  or any other
authorization  adopted  after notice by a majority vote of all the voting shares
then issued and  outstanding.  The IBCL also empowers an Indiana  corporation to
purchase and maintain  insurance  on behalf of any Eligible  Person  against any
liability  asserted  against or  incurred  by him in any  capacity  as such,  or
arising out of his status as such, whether or not the corporation would have had
the power to indemnify him against such liability.

Section 7.1 of Article VII of the  Restated  Articles  of  Incorporation  of The
Keller Manufacturing Company, Inc. provides certain  indemnification  provisions
for the benefit of directors, officers, employees and agents of the Registrant.

The Registrant has obtained  directors' and officers' liability  insurance,  the
effect of which is to indemnify the directors and officers of the Registrant and
its subsidiaries against certain losses caused by errors, misleading statements,
wrongful  acts,  omissions,  neglect  or  breach  of duty by them or any  matter
claimed against them in their capacities as directors and officers.


<PAGE>

Item 7.  Exemption From Registration Claimed.

Not applicable.

Item 8.  Exhibits.

See Index to Exhibits.

Item 9.  Undertakings.

The undersigned Registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective amendment to this Registration Statement:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");
          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the Registration Statement;
          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement.

     Provided,  however,  that paragraphs  (1)(i) and (1)(ii) shall not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed with or furnished
     to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
     of the Exchange Act that are  incorporated by reference in the Registration
     Statement.

(2)  That for the purpose of determining any liability under the Securities Act,
     each such post-effective amendment shall be deemed to be a new registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

(4)  That, for purposes of determining  any liability  under the Securities Act,
     each filing of the Registrant's  annual report pursuant to Section 13(a) or
     Section 15(d) of the Exchange Act (and, where applicable, each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Exchange  Act)  that  is  incorporated  by  reference  in the  Registration
     Statement shall be deemed to be a new  registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.


<PAGE>

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Corydon, State of Indiana, on July 23 , 1999.


                               THE KELLER MANUFACTURING COMPANY, INC.


                               By:/s/
                                  ---------------------------------------------
                                  Robert W. Byrd, Chairman, President and Chief
                                  Executive Officer


POWER OF ATTORNEY

     Know all men by these presents,  that each person whose  signature  appears
below  constitutes and appoints Robert W. Byrd and Danny L. Utz, and each or any
of  them  (with  full  power  to  act  alone),   his  or  her  true  and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting unto those
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and confirming all that those  attorneys-in-fact  and
agents, or their substitutes, may do or cause to be done by virtue hereof.


<PAGE>

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on July 23, 1999.



/s/
--------------------------- President, Chief Executive Officer (Principal
Robert W. Byrd              Executive Officer) and Chairman


/s/
--------------------------- Vice President-Finance (Principal Financial Officer,
Danny L. Utz                Principal Accounting Officer) and Director


/s/
--------------------------- Director
Gregory E. Fischer


/s/
--------------------------- Director
Steven W. Robertson


/s/
--------------------------- Director
Ronald W. Humin


/s/
--------------------------- Director
Philip L. Jacobs


/s/
--------------------------- Director
Marvin C. Miller


/s/
--------------------------- Director
Brad Ray


/s/
--------------------------- Director
John C. Schenkenfelder


<PAGE>

Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the  Plan
Administrator  has duly caused this  Registration  Statement to be signed on its
behalf by the  undersigned,  thereunto  duly  authorized in the City of Corydon,
State of Indiana, on July 23 , 1999.


                         THE KELLER MANUFACTURING COMPANY INC.
                         LONG-TERM EQUITY INCENTIVE PLAN


                         By:/s/
                            ---------------------------------------------------
                         Title: Chairman, President and Chief Executive Officer




<PAGE>


THE KELLER MANUFACTURING COMPANY, INC.
Form S-8

<TABLE>
<CAPTION>
INDEX TO EXHIBITS
<S>                                <C>
Exhibit Number
Assigned in
Regulation S-K
   Item 601                        Description of Exhibit
--------------                     ----------------------

   (4)   4.1                       Specimen Certificate for Common  Shares of the Company. (Incorporated by reference to Exhibit 4.1
                                   to the Registrant's Report on Form 10-K for the fiscal year ended May 31, 1985)

         4.2                       Rights Agreement between The Keller Manufacturing Company, Inc. and J.J.B. Hilliard, W.L. Lyons,
                                   Inc., as Rights Agent, dated as of December 18, 1998, incorporated herein by reference to Exhibit
                                   4.01 of the Registrant's Registration on Form 10.

   (5)   5.1                       Opinion of Ice Miller Donadio & Ryan

   (15)                            Not Applicable

   (23) 23.1                       Consent of Deloitte & Touche LLP

        23.2                       Consent of Ice Miller Donadio & Ryan (Included in Exhibit 5.1)

   (24)                            Power of Attorney (See Signature Page)

   (28)                            Not Applicable

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17058}]
{"company-data": {"conformed-name": "KELLER MANUFACTURING CO", "cik": "0001085209", "assigned-sic": "2430", "irs-number": "350435090", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85767", "film-number": "99697730"}, "business-address": {"street1": "701 N WATER STREET", "city": "CORYDON", "state": "IN", "zip": "47112", "phone": "8127382222"}, "mail-address": {"street1": "701 N WATER STREET", "city": "CORYDON", "state": "IN", "zip": "47112"}}
Registration No. ___________

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
The Keller Manufacturing Company, Inc.
--------------------------------------
(Exact name of registrant as specified in its charter)

Indiana                                                                          35-0435090
-------                                                                          ----------
(State or other jurisdiction of                                                  (I.R.S. Employer
incorporation or organization)                                                   Identification No.)

701 North Water Street
Corydon, Indiana 47112
----------------------
(Address of Principal Executive Offices)

The Keller Manufacturing Company, Inc. Long-Term Equity Incentive Plan
----------------------------------------------------------------------
(Full title of the plan)

Robert W. Byrd, President and Chief Executive Officer
The Keller Manufacturing Company, Inc.
701 North Water Street
Corydon, Indiana 47112
-----------------------------------------------------
(Name and address of agent for service)

(812) 738-2222
--------------
(Telephone number, including area code, of agent for service)

Copies to:

Harry L. Gonso
Ice Miller Donadio & Ryan
One American Square, Box 82001
Indianapolis, Indiana 46282
CALCULATION OF REGISTRATION FEE
Proposed                Proposed maximum
Title of securities        Amount to be     maximum offering          aggregate offering         Amount of
 to be registered          registered        price per unit               price(1)            registration fee
-------------------        ------------     ----------------          ------------------      ----------------
  Common Shares           200,000 shares         $8.375                   $1,675,000               $507.58
(1)The registration fee has been calculated pursuant to Rule 457(c) and (h)
based upon the average "bid" and "asked"  prices  reported for the Common Shares
on August 20, 1999.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The following  information  heretofore  filed with the  Securities  and Exchange
Commission  ("Commission")  pursuant to the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"), is incorporated herein by reference:

(a)  Registrant's  Registration  on Form 10, filed  pursuant to Section 12(g) of
     the  Exchange  Act,  dated  April 30,  1999,  Registration  No.  000-25939,
     including any  amendments or reports filed for the purpose of updating that
     description.

(b)  The  information  set forth under the caption  "Description of Registrant's
     Securities to be Registered" in the  Registrant's  Registration on Form 10,
     dated April 30, 1999, Registration No. 000-25939,  including any amendments
     or reports filed for the purpose of updating that description.

All documents filed by the Registrant  pursuant to Sections 13(a), 13(c), 14 and
15(d)  of the  Exchange  Act  subsequent  to the  filing  of  this  Registration
Statement and prior to the filing of a post-effective amendment, which indicates
that all of the securities  offered  hereby have been sold or which  deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of those documents.

Item 4.  Description of Securities.

Not applicable.

Item 5.  Interests of Named Experts and Counsel.

Not applicable.

Item 6.  Indemnification of Directors and Officers.

The Indiana  Business  Corporation Law ("IBCL"),  the provisions of which govern
the Registrant,  empowers an Indiana corporation to indemnify present and former
directors,  officers,  employees, or agents or any person who may have served at
the request of the  corporation as a director,  officer,  employee,  or agent of
another  corporation  ("Eligible  Persons")  against  liability  incurred in any
proceeding,  civil or criminal,  in which the Eligible Person is made a party by
reason of being or  having  been in any such  capacity,  or  arising  out of his
status as such, if the individual  acted in good faith and  reasonably  believed
that (a) the individual was acting in the best interests of the corporation,  or
(b) if the challenged  action was taken other than in the individual's  official
capacity as an officer,  director,  employee or agent, the individual's  conduct
was at least not opposed to the  corporation's  best  interests,  or (c) if in a
criminal  proceeding,  either the individual had reasonable cause to believe his
conduct was lawful or no reasonable cause to believe his conduct was unlawful.
The IBCL  further  empowers a  corporation  to pay or reimburse  the  reasonable
expenses  incurred by an Eligible  Person in connection  with the defense of any
such claim,  including  counsel  fees;  and,  unless  limited by its Articles of
Incorporation,  the  corporation  is required to  indemnify  an Eligible  Person
against  reasonable  expenses if he is wholly successful in any such proceeding,
on the merits or otherwise.  Under certain circumstances,  a corporation may pay
or  reimburse  an  Eligible  Person  for  reasonable  expenses  prior  to  final
disposition  of the matter.  Unless a  corporation's  articles of  incorporation
otherwise provide,  an Eligible Person may apply for  indemnification to a court
which may order indemnification upon a determination that the Eligible Person is
entitled  to  mandatory  indemnification  for  reasonable  expenses  or that the
Eligible Person is fairly and reasonably  entitled to indemnification in view of
all the relevant  circumstances  without regard to whether his actions satisfied
the appropriate standard of conduct.

Before a  corporation  may indemnify any Eligible  Person  against  liability or
reasonable expenses under the IBCL, a quorum consisting of directors who are not
parties to the proceeding must (1) determine that indemnification is permissible
in the  specific  circumstances  because the Eligible  Person met the  requisite
standard of conduct,  (2)  authorize the  corporation  to indemnify the Eligible
Person and (3) if appropriate, evaluate the reasonableness of expenses for which
indemnification  is  sought.  If it is  not  possible  to  obtain  a  quorum  of
uninvolved directors, the foregoing action may be taken by a committee of two or
more  directors  who are not parties to the  proceeding,  special  legal counsel
selected  by the  Board  or  such a  committee,  or by the  shareholders  of the
corporation.

In  addition to the  foregoing,  the IBCL  states  that the  indemnification  it
provides  shall  not be deemed  exclusive  of any  other  rights to which  those
indemnified may be entitled under any provision of the articles of incorporation
or bylaws,  resolution of the board of directors or  shareholders,  or any other
authorization  adopted  after notice by a majority vote of all the voting shares
then issued and  outstanding.  The IBCL also empowers an Indiana  corporation to
purchase and maintain  insurance  on behalf of any Eligible  Person  against any
liability  asserted  against or  incurred  by him in any  capacity  as such,  or
arising out of his status as such, whether or not the corporation would have had
the power to indemnify him against such liability.

Section 7.1 of Article VII of the  Restated  Articles  of  Incorporation  of The
Keller Manufacturing Company, Inc. provides certain  indemnification  provisions
for the benefit of directors, officers, employees and agents of the Registrant.

The Registrant has obtained  directors' and officers' liability  insurance,  the
effect of which is to indemnify the directors and officers of the Registrant and
its subsidiaries against certain losses caused by errors, misleading statements,
wrongful  acts,  omissions,  neglect  or  breach  of duty by them or any  matter
claimed against them in their capacities as directors and officers.
Item 7.  Exemption From Registration Claimed.

Not applicable.

Item 8.  Exhibits.

See Index to Exhibits.

Item 9.  Undertakings.

The undersigned Registrant hereby undertakes:

(1)  To file,  during  any  period in which  offers or sales are being  made,  a
     post-effective amendment to this Registration Statement:

          (i)  To include any  prospectus  required  by section  10(a)(3) of the
               Securities Act of 1933, as amended (the "Securities Act");
          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  Registration  Statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the Registration Statement;
          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  Registration
               Statement  or any  material  change  to such  information  in the
               Registration Statement.

     Provided,  however,  that paragraphs  (1)(i) and (1)(ii) shall not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed with or furnished
     to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
     of the Exchange Act that are  incorporated by reference in the Registration
     Statement.

(2)  That for the purpose of determining any liability under the Securities Act,
     each such post-effective amendment shall be deemed to be a new registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering thereof.

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

(4)  That, for purposes of determining  any liability  under the Securities Act,
     each filing of the Registrant's  annual report pursuant to Section 13(a) or
     Section 15(d) of the Exchange Act (and, where applicable, each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Exchange  Act)  that  is  incorporated  by  reference  in the  Registration
     Statement shall be deemed to be a new  registration  statement  relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised that in the opinion of the Commission  such  indemnification  is against
public  policy  as  expressed  in  the   Securities   Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Corydon, State of Indiana, on July 23 , 1999.

                               THE KELLER MANUFACTURING COMPANY, INC.

                               By:/s/
                                  ---------------------------------------------
                                  Robert W. Byrd, Chairman, President and Chief
                                  Executive Officer

POWER OF ATTORNEY

     Know all men by these presents,  that each person whose  signature  appears
below  constitutes and appoints Robert W. Byrd and Danny L. Utz, and each or any
of  them  (with  full  power  to  act  alone),   his  or  her  true  and  lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for  him  or her  and in his or her  name,  place  and  stead,  in any  and  all
capacities,  to sign any and all amendments to this Registration Statement,  and
to file the same, with all exhibits  thereto,  and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting unto those
attorneys-in-fact and agents full power and authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises, as fully to all intents and purposes as he or she might or could do in
person,  hereby  ratifying and confirming all that those  attorneys-in-fact  and
agents, or their substitutes, may do or cause to be done by virtue hereof.
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on July 23, 1999.

/s/
--------------------------- President, Chief Executive Officer (Principal
Robert W. Byrd              Executive Officer) and Chairman

/s/
--------------------------- Vice President-Finance (Principal Financial Officer,
Danny L. Utz                Principal Accounting Officer) and Director

/s/
--------------------------- Director
Gregory E. Fischer

/s/
--------------------------- Director
Steven W. Robertson

/s/
--------------------------- Director
Ronald W. Humin

/s/
--------------------------- Director
Philip L. Jacobs

/s/
--------------------------- Director
Marvin C. Miller

/s/
--------------------------- Director
Brad Ray

/s/
--------------------------- Director
John C. Schenkenfelder
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  the  Plan
Administrator  has duly caused this  Registration  Statement to be signed on its
behalf by the  undersigned,  thereunto  duly  authorized in the City of Corydon,
State of Indiana, on July 23 , 1999.

                         THE KELLER MANUFACTURING COMPANY INC.
                         LONG-TERM EQUITY INCENTIVE PLAN

                         By:/s/
                            ---------------------------------------------------
                         Title: Chairman, President and Chief Executive Officer
THE KELLER MANUFACTURING COMPANY, INC.
Form S-8
INDEX TO EXHIBITS
Exhibit Number
Assigned in
Regulation S-K
   Item 601                        Description of Exhibit
--------------                     ----------------------

   (4)   4.1                       Specimen Certificate for Common  Shares of the Company. (Incorporated by reference to Exhibit 4.1
                                   to the Registrant's Report on Form 10-K for the fiscal year ended May 31, 1985)

         4.2                       Rights Agreement between The Keller Manufacturing Company, Inc. and J.J.B. Hilliard, W.L. Lyons,
                                   Inc., as Rights Agent, dated as of December 18, 1998, incorporated herein by reference to Exhibit
                                   4.01 of the Registrant's Registration on Form 10.

   (5)   5.1                       Opinion of Ice Miller Donadio & Ryan

   (15)                            Not Applicable

   (23) 23.1                       Consent of Deloitte & Touche LLP

        23.2                       Consent of Ice Miller Donadio & Ryan (Included in Exhibit 5.1)

   (24)                            Power of Attorney (See Signature Page)

   (28)                            Not Applicable