UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  FORM 10-KSB/A

(Mark One)
  x      ANNUAL REPORT UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
-----    OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
------   ACT OF 1934  FOR THE  TRANSITION  PERIOD  FROM
                                       to
                      ---------------     --------------

                         COMMISSION FILE NUMBER 0-18434

                            REINHOLD INDUSTRIES, INC.
--------------------------------------------------------------------------------
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

       Delaware                                               13-2596288
--------------------------------------------------------------------------------
  (STATE OR OTHER JURISDICTION OF                         (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                          IDENTIFICATION NO.)

 12827 East Imperial Hwy, Santa Fe Springs, California          90670
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)

Issuer's telephone number, including area code  (562) 944-3281

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act:

CLASS A COMMON STOCK, PAR VALUE $.01
--------------------------------------------------------------------------------
                                (TITLE OF CLASS)

CHECK  WHETHER THE ISSUER (1) FILED ALL REPORTS  REQUIRED TO BE FILED BY SECTION
13 OR 15(d) OF THE  EXCHANGE  ACT DURING THE PAST 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
                                                             ---   ---
CHECK IF DISCLOSURE OF DELINQUENT  FILERS PURSUANT TO ITEM 405 OF REGULATION S-B
IS NOT CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL BE CONTAINED,  TO THE BEST
OF  REGISTRANT'S  KNOWLEDGE,  IN  DEFINITIVE  PROXY  OR  INFORMATION  STATEMENTS
INCORPORATED  BY REFERENCE  IN PART III OF THIS FORM 10-KSB OR ANY  AMENDMENT TO
THIS FORM 10-KSB. X
                 ---
ISSUER'S REVENUES FOR ITS MOST RECENT FISCAL YEAR WERE  $39,140,000

STATE THE AGGREGATE  MARKET VALUE OF THE VOTING STOCK HELD BY  NONAFFILIATES  OF
THE REGISTRANT. THE AGGREGATE MARKET VALUE SHALL BE COMPUTED BY REFERENCE TO THE
PRICE AT WHICH THE STOCK WAS SOLD,  OR THE AVERAGE BID AND ASKED  PRICES OF SUCH
STOCK, AS OF A SPECIFIED DATE WITHIN 60 DAYS.

$20,489,299 as of March 20, 2000 Class A Common Stock
--------------------------------------------------------------------------------

CHECK  WHETHER THE ISSUER HAS FILED ALL  DOCUMENTS  AND REPORTS  REQUIRED  TO BE
FILED BY SECTION 12, 13 OR 15(d) OF THE  EXCHANGE  ACT AFTER THE DISTRIBUTION OF
SECURITIES UNDER A PLAN CONFIRMED BY A COURT.  YES   X     NO
                                                    ---       ---
STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON
EQUITY AS OF THE LATEST  PRACTICABLE DATE: Class A Common Stock - par value $.01
per share - 1,998,956 as of March 20, 2000

                       DOCUMENTS INCORPORATED BY REFERENCE

IF THE FOLLOWING  DOCUMENTS ARE INCORPORATED BY REFERENCE, BRIEFLY DESCRIBE THEM
AND IDENTIFY THE PART  OF  THE  FORM  10-KSB  (E.G., PART I, PART II, ETC.) INTO
WHICH THE DOCUMENT IS  INCORPORATED: (1) ANY ANNUAL REPORT TO SECURITY  HOLDERS;
(2) ANY PROXY OR  INFORMATION STATEMENT;  AND (3) ANY PROSPECTUS  FILED PURSUANT
TO  RULE  424(b) OR (c) UNDER  THE SECURITIES ACT OF 1933. THE LISTED  DOCUMENTS
SHOULD BE CLEARLY DESCRIBED FOR IDENTIFICATION PURPOSES.

   Reinhold Industries, Inc. 1999 Annual Report to Stockholders - Parts I, II
              Reinhold Industries, Inc. Proxy Statement - Part III

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
YES   ; NO    X
   ---       ---


<PAGE>

The Company is filing this amendment  to its 1999 Annual  Report on Form 10-KSB,
filed with the Securities and Exchange Commission on March 27, 2000, in order to
revise the financial  statements  and  management's  discussion  and analysis of
financial  condition  and  results of  operations  section in that  report.  The
Company is revising  its  financial  statements  to account for income  taxes in
accordance with the American Institute of Certified Public Accountants Statement
of Position 90-7 "Financial  Reporting by Entities in  Reorganization  under the
Bankruptcy  Code"(SOP  90-7) and to  reverse  recorded  liabilities  aggregating
$1,565,000  in accordance  with the  requirements  of EITF No. 94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity." All amounts throughout  the  document have been restated accordingly.
See also Note 13 to the consolidated financial statements.


                                     PART I

Item  1.  DESCRIPTION OF BUSINESS

         a.  Business Development

         On  December 3, 1993,  Keene  Corporation  ("Keene")  filed a voluntary
petition for relief  under  Chapter 11 of Title 11 of the United State Code (the
"Bankruptcy  Code")  in the  United  States  Bankruptcy  Court  in the  Southern
District  of New York  (the  "Bankruptcy  Court"),  Case No.  93-B-46090  (SMB).
Keene's  Chapter  11  filing  came as a direct  result of tens of  thousands  of
asbestos-related lawsuits which named Keene as a party.

         On  March  28,  1995,  Keene,  the  Official   Committee  of  Unsecured
Creditors'  and the Legal  Representative  for Future  Claimants  entered into a
stipulation  to file a  consensual  plan of  reorganization  that would  resolve
Keene's Chapter 11 Case.

         On March 11, 1996,  the  Bankruptcy  Court  approved the Second Amended
Disclosure Statement regarding Keene's Fourth Amended Plan of Reorganization for
solicitation.

         On June 12, 1996, the Bankruptcy Court and the U.S. District Court held
a  confirmation  hearing on Keene's Fourth  Amended Plan of  Reorganization,  as
modified (the  "Plan").  The Plan was  confirmed by the U.S.  District  Court by
order entered on June 14, 1996.

         On July 31, 1996,  Keene's  Fourth Amended Plan of  Reorganization,  as
modified,  became  effective  (the  "Effective  Date").  On the Effective  Date,
Keene's  wholly-owned  subsidiary,  Reinhold Industries,  Inc.  ("Reinhold") was
merged into and with Keene, with Keene becoming the surviving  entity.  Pursuant
to the merger,  all the issued and  outstanding  capital  stock of Reinhold  was
canceled.  Keene,  as the  surviving  corporation  of the  merger,  was  renamed
Reinhold.  On the Effective  Date,  Reinhold issued  1,998,956  shares of Common
Stock,  of which  1,020,000  shares of Class B Common  Stock were  issued to the
Trustees of a Creditors'  Trust (the  "Creditors'  Trust") set up to  administer
Keene's asbestos  claims.  The remaining  978,956 shares,  identified as Class A
Common Stock, were issued to Keene's former shareholders as of record date, June
30, 1996. All of Keene's previously outstanding Common Stock was canceled.

         Keene was incorporated in Delaware in 1967,  reincorporated in New York
in 1979 and  reincorporated  in Delaware in 1990.  The Common Stock of Keene was
listed on the New York Stock Exchange from 1972 to 1981. In 1981, Keene became a
direct wholly owned subsidiary of Bairnco Corporation  ("Bairnco") pursuant to a
corporate  restructuring.   On  August  6,  1990,  100%  of  Keene's  stock  was
distributed to the shareholders of Bairnco.

         Keene's  asbestos-related  liabilities  stem  entirely  from  its  1968
purchase of  Baldwin-Ehret-Hill,  Inc.  ("BEH"),  a  manufacturer  of acoustical
ceilings, ventilation systems, and thermal insulation products. Over the past 20
years, Keene spent over $530 million (approximately 75% of which has been in the
form of insurance proceeds) in connection with Asbestos-Related  Claims asserted
against Keene on behalf of tens of thousands of  individuals  and entities,  all
stemming from Keene's  ownership,  for a period of approximately  five years, of
BEH.

         By the  end of  1992,  Keene  had  exhausted  substantially  all of its
insurance  coverage for  Asbestos-Related  Personal  Injury  Claims and by 1993,
Keene had exhausted  substantially  all of its insurance  related to Asbestos In
Building Claims. Therefore, Keene had to bear directly the costs of all Claims.

         In May 1993, Keene filed a limited fund,  mandatory  settlement  action
("Limited  Fund  Action").  This Limited Fund Action sought a  declaration  that
Keene had only limited funds available to resolve the numerous  Asbestos-Related
Claims against it, including  Asbestos-Related Claims that might be filed in the
future.

         In November  1993,  Keene  reached an agreement  in principle  with the
lawyers  representing  each subclass  with respect to the  allocation of Keene's
remaining  assets.  However,  on December 1, 1993,  the Court of Appeals for the
Second  Circuit  issued a decision  dismissing  the  Limited  Fund Action on the
grounds of lack of subject matter jurisdiction.

       In light of this decision, on December 3, 1993, Keene filed its voluntary
petition for relief under Chapter 11. In 1984,  Keene  acquired the assets,  and
assumed certain liabilities, of Reinhold, which was operated as a division until
October 1990, when it was incorporated in Delaware as a wholly owned subsidiary.
Reinhold,   which  was  originally  founded  in  1928  as  a  custom  molder  of
thermosetting  and  thermoplastic  materials,  currently  operates  in  Santa Fe
Springs,  California,   Camarillo,  California  and  Coventry,  England.  Today,
Reinhold  manufactures advanced composite components and sheet molding compounds
for a variety of aerospace, defense and commercial applications.  In March 1992,
to strengthen  its market  position in defense and aerospace  markets,  Reinhold
acquired 100% of the outstanding  common stock of Reynolds & Taylor,  Inc. ("R &
T"),  a  California   corporation  and  manufacturer  of  structural   composite
components  serving,  primarily,  the defense  and  aerospace  markets.  R & T's
operations were consolidated  into Reinhold's  existing  facility.  In May 1994,
Reinhold  acquired  CompositAir  from SP Systems,  Inc.  CompositAir  is a niche
manufacturer of commercial  composite  aircraft  seatbacks and other  commercial
products.  CompositAir  operates  in both  Camarillo,  California  and  Santa Fe
Springs, California.

         On April 24, 1998,  NP Aerospace  Limited  ("NP  Aerospace"),  a wholly
owned  subsidiary  of Reinhold,  purchased  from  Courtaulds  Aerospace  Limited
("CAL"),  a U.K.  Corporation,  which is a wholly owned subsidiary of Courtaulds
plc, a U.K.  Corporation,  certain assets  (consisting  of Accounts  Receivable,
Inventory,  Machinery and Equipment, Land and Intellectual Property and Patents)
and assumed  certain  liabilities  of the Ballistic and  Performance  Composites
Division of CAL. Reinhold,  as the Guarantor for NP Aerospace,  became obligated
to pay to  Courtaulds  plc net  consideration  consisting of (a) Two Million Two
Hundred  Thousand pounds  sterling  ((pound)2,200,000)  ($3,706,340  based on an
exchange  rate of  $1.6847)  cash on the  Closing  Date and (b)  within 120 days
following the end of each of the calendar years 1998 through 2001, a cash amount
equal to 25% of the Pre-tax Profit on the light armored  vehicle  business only,
the maximum  aggregate  amount of which shall not exceed Twenty  Million  pounds
sterling  ((pound)20,000,000).  Additional payments of (pound)140,000 ($227,000)
were capitalized in 1999 as part of the purchase price.

      The  acquisition  has  been  accounted  for by the  purchase  method  and,
accordingly, the results of operations of NP Aerospace have been included in the
consolidated financial statements from April 24, 1998.

         Additional  information on the NP Aerospace acquisition is set forth in
Note 2 to the  Consolidated  Financial  Statements  on page  27 and  "Management
Discussion  and Analysis of Financial  Condition  and Results of Operations " on
page 17 of Reinhold's 1999 Annual Report to Stockholders,  which is incorporated
herein by reference.

         SUBSEQUENT EVENT

         On March 9, 2000,  Samuel  Bingham  Enterprises,  Inc.,  a newly formed
wholly-owned  subsidiary of Reinhold Industries,  Inc., purchased certain assets
and assumed  certain  liabilities of Samuel Bingham Company for $15.5 million in
cash.  A majority of the purchase  price was  financed  through a five year term
loan with the Bank of America for $11.0 million with the balance being paid from
cash on hand.  Samuel Bingham Company is a manufacturer  and supplier of graphic
arts and industrial rollers for a variety of applications.

         b.  Business of Issuer

Products

         Reinhold's   operations   consist  of  the  manufacturing  of  advanced
composite  components  and sheet  molding  compounds for a variety of aerospace,
defense and  commercial  applications.  Reinhold's  principal  products  include
ablative  composite  components and structural  composite  components.  Ablative
composites  are  used  for  their  heat  absorbing   properties  and  structural
composites are used where lightness,  strength and complex shapes are essential.
Composites  have  certain  properties  superior  to metals and are  formed  into
components  to replace  metal  components  in  applications  where light weight,
strength, heat absorption, corrosion resistance and complex shapes are required,
such as rocket nozzles, lighting fixture housings, small water filtration system
housings and aircraft seating frames.

         Additional  information on operating segments is set forth in Note 8 to
the Consolidated  Financial Statements on page 33 and "Management Discussion and
Analysis  of  Financial  Condition  and  Results of  Operations  " on page 17 of
Reinhold's 1999 Annual Report to Stockholders,  which is incorporated  herein by
reference.

Distribution

         Products   are   marketed  by  company   sales   personnel   and  sales
representatives in the United States and Europe.

Competition

         Reinhold  competes  with many  companies  in the sale of  ablative  and
structural  composite  products.  The markets served by Reinhold are specialized
and competitive.  Several of its competitors have greater  financial,  technical
and  operating   resources  than  Reinhold.   Although   Reinhold  has  competed
successfully in the critical areas of price, product performance and engineering
support  services,  there is no assurance that Reinhold will be able to continue
to manufacture and sell its products profitably in competitive markets.

         Because a  substantial  portion of  Reinhold's  business  has been as a
supplier to government  contractors,  Reinhold has developed a limited number of
customers with which it does significant amounts of business. Sales to two major
customers  constituted  approximately  50% of the  Company's  net sales in 1999.
Reinhold's  future  prospects  will  depend on the  continued  business  of such
customers and on  Reinhold's  continued  status as a qualified  supplier to such
customers.  Reinhold's success also depends on developing  additional commercial
composite  products  to  replace  heavier  and  shape  restrictive  metals-based
products.

         With the  purchase of  CompositAir  in 1994 and NP  Aerospace  in 1998,
Reinhold  expanded its  development  and sale of composite  components  into the
commercial  aircraft  seatbacks  market.  The  market  for  aircraft  seating is
expanding.  CompositAir  is a world  leader in  producing  commercial  composite
aircraft  seatback  structures.  With the seatback market expanding at a rate of
10% - 15% per year,  composites  are  enjoying an  increased  acceptance  by the
airlines.  Due to this  acceptance,  we expect an increase in competition in the
future.

Raw Materials and Purchased Components

         The  principal  raw   materials  for  composite   fabrication   include
pre-impregnated  fiber cloth  (made of carbon,  graphite,  aramid or  fiberglass
fibers which have been  heat-treated),  molding compounds,  resins (phenolic and
epoxy), hardware,  adhesives and solvents.  Occasionally,  certain raw materials
and parts are supplied by customers for incorporation into the finished product.
Reinhold's  principal  suppliers of raw materials are Cytec  Fiberite,  Inc. and
Newport Adhesives and Composites, Inc.

         No significant  supply problems have been  encountered in recent years.
Reinhold  uses  PAN   (polyacrylonitrile)   and  rayon  in  the  manufacture  of
composites.  However,  the  supply  of rayon  used to make  carbon  fiber  cloth
typically used in ablative composites is highly dependent upon the qualification
of the rayon supplier by the United States Department of Defense. North American
Rayon has ceased production of the rayon used in Reinhold's  ablative  products.
This  could  have an effect on the rayon  supply in the coming  years.  Also,  a
European  company has become the world's  sole  supplier of graphite and carbon,
which is used in Reinhold's  ablative  applications.  At this time, Reinhold can
not  determine  if there  will be any  significant  impact  on price or  supply.
Environmental Matters

         Reinhold's  manufacturing  facilities  are  subject  to  regulation  by
federal,  state  and  local  environmental  agencies.  Management  believes  all
facilities  meet or exceed  all  applicable  environmental  requirements  in all
material  respects and believes that  continued  compliance  will not materially
affect  capital  expenditures,  earnings or  competitive  position.  Patents and
Trademarks

         Reinhold owned one patent registered  with the United States Patent and
Trademark Office for the "Method of Making Perforated Articles" (U.S. Patent No.
5,252,279).  The patent expired October 1997 and was not renewed.  Reinhold does
not hold any registered trademarks.

Research and Development

         Research and Development  expenditures were approximately  $155,000 and
$158,000 for the years ended December 31, 1999 and 1998, respectively.

Employees

         At December  31,  1999,  Reinhold  had 256  full-time  employees  and 5
part-time  employees.  Of these employees,  241 ( 236 full-time and 5 part-time)
were employed in manufacturing and 30 (all full-time) in administration, product
development  and  sales.  Approximately  29%  of  the  personnel  are  based  at
Reinhold's Santa Fe Springs, California facility, approximately 22% are based in
Camarillo, California and approximately 49% are based at NP Aerospace located in
Coventry,  England.  Approximately 74 of the employees in Coventry,  England are
represented by a labor union.  Reinhold  believes its workforce to be relatively
stable and considers its employee relations to be excellent.
<PAGE>

Item 2.  DESCRIPTION OF PROPERTY

         The  following  chart  lists  the  principal   locations  and  size  of
Reinhold's facilities and indicates whether the property is owned or leased and,
if leased, the lease expiration.
<TABLE>
<CAPTION>

                                                                                        LEASED OR OWNED
LOCATION                           USE                           SIZE                   LEASE EXPIRATION
--------------------               ------------------            ---------------        ---------------------
<S>                                <C>                           <C>                    <C>

Santa Fe Springs, CA               Administration and            113,000 sq. ft.        Leased (Expires 2000)
                                     Manufacturing
Camarillo, CA                      Manufacturing                 18,000 sq. ft.         Leased (Expires 2002)

Coventry, England                  Administrative and            80,000 sq. ft          Own
                                     Manufacturing
Coventry, England                  Land                          2.7 acres              Own
Rancho Cucamonga, CA               Undeveloped Land              33 acres               Own
</TABLE>


         Construction of a new building and additional improvements at the Santa
Fe Springs  location  are  expected to be completed by the end of the year 2000.
Reinhold   believes  its  facilities  are  utilized   consistent  with  economic
conditions and the requirements of its operations.

Item 3.  LEGAL PROCEEDINGS

         Reinhold is a defendant in a number of other legal actions arising from
the normal  course of business.  Management  believes that these actions are not
meritorious  and  will not  have a  material  adverse  effect  on the  financial
position of Reinhold.

         As part of the  confirmed  Plan,  Reinhold  received  the  benefit of a
"Permanent  Channeling  Injunction".  This Permanent Channeling  Injunction bars
asbestos-related claims and demands against Reinhold, as the reorganized company
under the Plan, and channels  those claims and demands to the Creditors'  Trust.
The  Permanent  Channeling   Injunction  also  gives  Reinhold  the  benefit  of
protection in the form of an indemnification by the Creditors' Trust for Keene's
obligations to indemnify its Officers and Directors under Keene's Certificate of
Incorporation,  dated  April 12,  1990,  and  Section  145 of  Delaware  General
Corporation  Law,  for  asbestos-related  claims and  demands  asserted by or on
behalf  of a holder  of an  asbestos-related  claim  or  demand  against  Keene.
Pursuant to the Permanent Channeling Injunction, on or after the Effective Date,
any person or entity who holds or may hold an  asbestos-related  claim or demand
against  Keene will be forever  stayed,  restrained,  and  enjoined  from taking
certain  actions  for  the  purpose  of,  directly  or  indirectly,  collecting,
recovering,   or   receiving   payment   of,   on,  or  with   respect  to  such
asbestos-related claims or demands against Reinhold.

         The payments and distributions made to the Creditors' Trust pursuant to
the terms and conditions of the Plan were made in complete satisfaction, release
and  discharge  of all claims and demands  against,  liabilities  of,  liens on,
obligations  of and  interest in Keene and Reinhold as the  reorganized  company
under the Plan.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------
          On  October  20,  1999,  a  Special  Meeting  of  Stockholders  of the
Corporation was held to consider and vote on the following proposals:

1. To  consider  and act upon a  proposal  to amend the  Company's  Amended  and
Restated  Certificate  of  Incorporation  to increase  the number of  authorized
shares of capital stock of the Corporation  from 2,500,000  shares to 50,000,000
shares by (a) increasing  the number of authorized  shares of Class A New Common
Stock,  par value $.01 per share (the "Class A Common Stock" or "Common  Stock")
from  2,500,000  shares to  45,000,000  shares,  and (b)  authorizing a class of
preferred  stock,  consisting  of 5,000,000  authorized  shares (the  "Preferred
Stock"),  for which the Board of Directors  will have authority to establish the
rights and  preferences  of any series  prior to the issuance of any such series
and to  issue  such  Preferred  Stock  in one or more  series,  without  further
approval of stockholders of the Company;

2. To  consider  and act upon a  proposal  to amend the  Company's  Amended  and
Restated By-laws to increase the size of the Board of Directors to between three
and ten directors,  with the exact number to be determined  from time to time by
vote of a majority of the Board of Directors;

3. To  consider  and act upon a  proposal  to approve  and ratify the  Company's
Management Agreement with Hammond,  Kennedy,  Whitney & Company, Inc., a private
equity firm;

4. To transact such other business as may properly be brought before the meeting
or any adjournment thereof.

Results of the voting were as follows:

                                   For        Against     Abstain      Not Voted
                             ---------        -------     -------      ---------
Item 1.                      1,338,178         86,870       4,617          2,664
Item 2.                      1,352,663         72,710       4,292          2,664
Item 3.                      1,317,063        109,057       6,209              0

All proposals were approved by the stockholders.  There were no further items of
business discussed at the meeting.


<PAGE>


                                     PART II

Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         --------------------------------------------------------
         a. & c. Data  regarding the market price of Reinhold's  common stock is
included  in the  "Selected  Financial  Data"  on page 1 and  under  Stockholder
Information on page 36 of Reinhold's 1999 Annual Report to  Stockholders,  which
is incorporated  herein by reference.  Reinhold's  common stock is traded on the
NASD OTC  Bulletin  Board under the symbol  RNHDA.  The stock  price  quotations
incorporated  herein  reflect  inter-dealer  prices,   without  retail  mark-up,
mark-down or commission, and may not represent actual transactions. No dividends
were paid in 1999 or 1998.

         b.  The  approximate  number  of common  equity  security holders is as
follows:

                                                              Approximate Number
                                                            of Holders of Record
Title of Class                                              as of March 20, 2000
--------------                                              --------------------

Class A Common Stock,
par value $.01 per share                                             1,636




Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
         ---------------------------------------------------------

         Reference  is  made  to the  "Management  Discussion  and  Analysis  of
Financial  Condition and Results of  Operations"  on page 17 of Reinhold's  1999
Annual Report to Stockholders, which is incorporated herein by reference.

Item 7.  FINANCIAL STATEMENTS

         Reference  is  made to the  Independent  Auditors'  Reports  and to the
Consolidated  Financial  Statements  included on page 19 through 25 and Notes to
Consolidated  Financial  Statements  on pages 26 through 35 of  Reinhold's  1999
Annual  Report to  Stockholders,  which is  incorporated  herein  by  reference.

As more fully described in Note 13 to the consolidated financial statements, the
Company has restated its 1999 and 1998 consolidated financial statements.

Financial data schedules are included in Part IV of this filing.

Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ------------------------------------------------
         ACCOUNTING AND FINANCIAL DISCLOSURE
         -----------------------------------

         None


<PAGE>


                                    PART III

Item 9.  DIRECTORS,  EXECUTIVE   OFFICERS,   PROMOTERS   AND   CONTROL  PERSONS;
         COMPLIANCE  WITH  SECTION  16(a) OF THE  EXCHANGE  ACT

     The information  required with respect to directors of Reinhold is included
in the definitive Proxy Statement for the 2000 Annual Meeting of Stockholders of
Reinhold, to be filed with the Securities and Exchange Commission not later than
120  days  after  the end of the  fiscal  year  and is  incorporated  herein  by
reference.

EXECUTIVE OFFICERS OF THE REGISTRANT
<TABLE>
<CAPTION>


      Name                      Age       Title
      ----                      ---       -----
<S>                             <C>       <C>                         <C>
Michael T. Furry                62        President and CEO           Mr.  Furry has served as  president  of  Reinhold  Industries,
                                                                      Inc. since June 1986 and became  President and Chief Executive
                                                                      Officer of the Reorganized  Company on the Effective Date. Mr.
                                                                      Furry became a Director of Keene (the Predecessor  Company) in
                                                                      April   1990   and   Reinhold   Industries,   Inc.   upon  its
                                                                      incorporation  in October 1990.  From April 1976 to June 1986,
                                                                      Mr.  Furry  was Vice  President  and  General  Manager  of the
                                                                      composites division of Reynolds & Taylor, Inc.


Brett R. Meinsen                40        Vice President-             Mr.  Meinsen   became   Vice  President -
                                           Finance and                Finance   and   Administration   in   June
                                           Administration             1997.   Prior to coming to Reinhold, from
                                           Treasurer and              1986  until  January  1997,  Mr.  Meinsen
                                           Secretary                  worked as the Director of Finance and Administration,  Manager
                                                                      of  Financial  Analysis  and a  senior  financial  analyst  at
                                                                      Philips Medical Systems.

</TABLE>


Item 10.   EXECUTIVE COMPENSATION

      The  information  required by Item 10 is included in the definitive  Proxy
Statement for the 2000 Annual Meeting of Stockholders  of Reinhold,  to be filed
with the  Securities  and Exchange  Commission not later than 120 days after the
end of the fiscal year and is incorporated herein by reference.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  information  required by Item 11 is included in the definitive  Proxy
Statement for the 2000 Annual Meeting of Stockholders  of Reinhold,  to be filed
with the  Securities  and Exchange  Commission not later than 120 days after the
end of the fiscal year and is incorporated herein by reference.

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The  information  required by Item 12 is included in the definitive  Proxy
Statement for the 2000 Annual Meeting of Stockholders  of Reinhold,  to be filed
with the  Securities  and Exchange  Commission not later than 120 days after the
end of the fiscal year and is incorporated herein by reference.


<PAGE>


                                     PART IV

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K
a)  EXHIBITS

     2.1   Keene  Corporation's  Fourth  Amended  Plan of  Reorganization  Under
           Chapter 11 of the Bankruptcy Code dated March 11, 1996,  incorporated
           herein by reference to Exhibit 99(a) to Keene  Corporation's Form 8-K
           filed with the Commission on June 28, 1996.

     2.2   Motion  to  Approve  Modifications  to the Keene  Corporation  Fourth
           Amended Plan of  Reorganization  Under  Chapter 11 of the  Bankruptcy
           Code dated June 12, 1996, incorporated herein by reference to Exhibit
           99(b) to Keene  Corporation's  Form 8-K filed with the  Commission on
           June 28, 1996.

     2.3   Finding of Fact, Conclusions  of  Law  and  Order  Confirming Keene's
           Fourth  Amended  Plan  of  Reorganization  Under  Chapter  11  of the
           Bankruptcy  Code,  as  modified, entered  June 14, 1996, incorporated
           herein by reference to Exhibit 99(c) to Keene  Corporation's Form 8-K
           filed with the Commission on June 28, 1996.

     3.1   Amended  and  restated   Certificate  of  Incorporation  of  Reinhold
           Industries,  Inc., incorporated herein by reference to Exhibit 99(a),
           Exhibit A to the Plan, to Keene Corporation's Form 8-K filed with the
           Commission on June 28, 1996.

     3.2   Amended and restated By-laws of Reinhold  Industries,  Inc. (Formerly
           Keene  Corporation),  incorporated  herein by  reference  to  Exhibit
           99(a),  Exhibit B to the Plan, to Keene  Corporation's Form 8-K filed
           with the Commission on June 28, 1996.

     3.3   Certificate  of Merger  of  Reinhold  Industries,  Inc.  into  Keene
           Corporation,  incorporated  herein  by  reference  to  Exhibit 99(a),
           Exhibit C to the Plan,  to  Keene  Corporation's  Form 8-K filed with
           the  Commission  on June 28, 1996.

     4.1   Share  Authorization  Agreement,  incorporated herein by reference to
           Exhibit 99(a), Exhibit H to the Plan, to Keene Corporation's Form 8-K
           filed with the Commission on June 28, 1996.

     4.2   Registration  Rights Agreement,  incorporated  herein by reference to
           Exhibit 99(a), Exhibit G to the Plan, to Keene Corporation's Form 8-K
           filed with the Commission on June 28, 1996.

     9.1   Creditors' Trust  Agreement,  incorporated   herein by  reference  to
           Exhibit 99(a), Exhibit D to the Plan, to Keene Corporation's Form 8-K
           filed with the Commission on June 28, 1996.

    10.1   Reinhold Industries, Inc. Stock  Incentive  Plan, on  Form S-8, filed
           with the Commission on November 10, 1997.

    10.2   Reinhold  Management  Incentive  Compensation  Plan,  incorporated by
           reference  to Page 34 to  Keene's  (Predecessor  Co.) Form 10,  dated
           April 4, 1990,  as amended by Form 8, Exhibit  10(e),  dated July 19,
           1990.

    10.3   Lease,  dated  January 4, 1990,  by and between  Imperial  Industrial
           Properties,  Inc. and Reinhold Industries,  incorporated by reference
           to Exhibit  10(b) to Keene's Form 10 dated April 4, 1990,  as amended
           by Form 8, dated July 19, 1990.

    10.4   Reinhold Industries, Inc.  Retirement Plan (formerly Keene Retirement
           Plan), incorporated by reference to Exhibit 10(i) to  Keene's Form 10
           dated April 4, 1990, as amended by Form 8, dated July 19, 1990.

    10.5   Management Agreement  between  Reinhold Industries, Inc. and Hammond,
           Kennedy, Whitney & Company, Inc. dated  May 31, 1999  on  Form 10-QSB
           filed with the Commission on August 16, 1999.

    10.6   Stock  Option Agreement between Reinhold Industries, Inc. and Michael
           T. Furry dated June 3, 1999 on  Form 10-QSB filed with the Commission
           on August 16, 1999.

    10.7   Stock Price Deficiency Payment Agreement between Reinhold Industries,
           Inc. and  various  Stockholders  dated  June 16, 1999  on Form 10-QSB
           filed with the Commission on August 16, 1999.
<PAGE>

    13     Annual Report to Stockholders

    20.1   New Keene  Credit  Facility, incorporated  herein  by  reference   to
           Exhibit 99(a),  Exhibit F to the Plan,  to Keene  Corporation's  Form
           8-K filed with the Commission on June 28, 1996.

    23.1   Consent of Independent Auditors

    27     Financial Data Schedules

b)  REPORTS ON FORM 8-K

           A Form 8-K, Item 5 - Other Events,  was filed with the  Commission on
November  11,  1999.  The  information  reported  was the voting  results of the
October 20, 1999 Special Stockholders Meeting.


<PAGE>


                                   SIGNATURES

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

                                              REINHOLD INDUSTRIES, INC.
                                              -------------------------
                                              Registrant

Date:    April 16, 2001                       By:/s/ Brett R. Meinsen
      --------------------                    --------------------
                                              Brett R. Meinsen
                                              Vice President -
                                              Finance & Administration
                                              (Principal Financial and
                                               Accounting Officer)



           Pursuant to the requirements of the Securities  Exchange Act of 1934,
this report is signed below by the  following  persons on behalf of Reinhold and
in the capacities and on the date indicated.

           /s/ Michael T. Furry                              April 16, 2001
           --------------------------------------
           Michael T. Furry- President and Director
           (Principal Executive Officer)

           /s/ Ralph R. Whitney, Jr.                         April 16, 2001
           ---------------------------------------
           Ralph R. Whitney, Jr.- Chairman

           /s/ Andrew McNally, IV                            April 16, 2001
           -------------------------------------
           Andrew McNally, IV- Director