UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB
(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, 1998

         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
CLASS B 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  $25,996,000

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.

$6,607,953 as of March 19, 1999 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 - 978,956 as of March 19, 1999
Class B Common Stock - par value $.01 per share - 1,020,000 as of March 19, 1999

                       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. 1998 Annual Report to Stockholders -
                                   Parts I, II
              Reinhold Industries, Inc. Proxy Statement - Part III

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
YES  ; NO X   


<PAGE>




                                     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

<PAGE>

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

<PAGE>

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.  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.

<PAGE>

         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 sterling) 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 sterling) 20,000,000).  Additional payments will be capitalized
as part of the purchase price, when and if earned.

         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  22 and  "Management
Discussion  and Analysis of Financial  Condition  and Results of Operations " on
page 15 of Reinhold's 1998 Annual Report to Stockholders,  which is incorporated
herein by reference.


<PAGE>


      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 29 and "Management Discussion and
Analysis  of  Financial  Condition  and  Results of  Operations  " on page 15 of
Reinhold's 1998 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

<PAGE>

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 six major
customers  constituted  approximately  66% of the  Company's  net sales in 1998.
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.   Reinhold,  through  its  operating  segments,  CompositAir  and  NP
Aerospace 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  supplier of raw  materials  is Cytec  Fiberite,  Inc. and
Newport Adhesives and Composites, Inc.

<PAGE>

         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  $158,000 and
$145,000 for the years ended December 31, 1998 and 1997, respectively.


<PAGE>


Employees

         At December  31,  1998,  Reinhold  had 266  full-time  employees  and 3
part-time  employees.  Of these employees,  241 ( 239 full-time and 2 part-time)
were  employed  in  manufacturing  and  28 (27  full-time  and 1  part-time)  in
administration,   product  development  and  sales.  Approximately  29%  of  the
personnel  are  based at  Reinhold's  Santa  Fe  Springs,  California  facility,
approximately  23% are based in Camarillo,  California and approximately 48% are
based at NP Aerospace  located in  Coventry,  England.  Approximately  70 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.

         Additional  information  is set  forth  in  Note 1 to the  Consolidated
Financial  Statements  on page 22 and  "Management  Discussion  and  Analysis of
Financial  Condition and Results of  Operations"  on page 15 of Reinhold's  1998
Annual Report to Stockholders, which is incorporated herein by reference.

Item 2.  DESCRIPTION OF PROPERTY
<TABLE>

         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.

<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>
<PAGE>

         Facilities are generally suitable and adequate for current needs of the
Company.  Reinhold  is  presently  in  negotiations  with its  Santa Fe  Springs
landlord  relating  to the  improvement,  expansion  and  upgrade of its present
facility to meet the Company's  future needs.  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.
<PAGE>


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          None

                                     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 the back  inside  cover of  Reinhold's  1998  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 1998 or 1997.

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

                                                              Approximate Number
                                                            of Holders of Record
         Title of Class                                     as of March 19, 1999
         --------------                                     --------------------

         Class A Common Stock,
          par value $.01 per share                                  1,741

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



<PAGE>



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 15 of Reinhold's  1998
Annual Report to Stockholders, which is incorporated herein by reference.

Item 7.  FINANCIAL STATEMENTS

         Reference  is  made  to the  Independent  Auditors'  Report  and to the
Consolidated  Financial  Statements  included on page 31 and pages 17 through 21
and  Notes to  Consolidated  Financial  Statements  on pages  22  through  30 of
Reinhold's 1998 Annual Report to Stockholders,  which is incorporated  herein by
reference. Financial data schedules are included in Part IV of this filing.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not Applicable.


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 1999  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.
<TABLE>

EXECUTIVE OFFICERS OF THE REGISTRANT
<CAPTION>

      Name                      Age       Title

<S>                             <C>       <C>                            <C>
Michael T. Furry                61        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                39        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>


<PAGE>



Item 10. EXECUTIVE COMPENSATION

      The  information  required by Item 10 is included in the definitive  Proxy
Statement for the 1999 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 1999 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 1999 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
<TABLE>
<CAPTION>

                                                             Page                    Incorporated by
         Description                                         No.*                     Reference to  
         -----------                                         ----                    ---------------
<S>        <C>                                               <C>                     <C>
2.1        Keene Corporation's                                                       Exhibit 99(a) to
           Fourth Amended Plan of                                                    Keene Corporation's
           Reorganization under                                                      Form 8-K filed with
           Chapter 11 of the                                                         the Commission on
           Bankruptcy Code dated                                                     June 28, 1996.
           March 11, 1996

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

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


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


<PAGE>


                                                             Page                    Incorporated by
         Description                                         No.*                     Reference to  
         -----------                                         ----                    ---------------
3.2        Amended and Restated                                                      Exhibit 99(a),
           By-Laws of Reinhold                                                       Exhibit B to the
           Industries, Inc.                                                          Plan, to Keene
           (Formerly Keene                                                           Corporation's Form
           Corporation)                                                              8-K filed with the
                                                                                     Commission on June
                                                                                     28, 1996.

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

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

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

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


<PAGE>


                                                             Page                    Incorporated by
           Description                                       No.*                     Reference to  
           -----------                                       ----                    ---------------
10.1       Reinhold Industries, Inc.                                                 Form S-8, filed with the
           Stock Incentive Plan                                                      Commission on November
                                                                                     10, 1997.


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

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

10.4       Reinhold Industries, Inc.                                                 Exhibit 10(i) to
           Retirement Plan (formerly                                                 Keene's Form 10,
           Keene Retirement Plan)                                                    dated April 14,1990,
                                                                                     as amended by Form
                                                                                     8, dated July 19, 
                                                                                     1990

10.5     Asset Sale Agreement dated                                                  Exhibit 2 to Reinhold's
           April 17, 1998 by and between                                             8-K/A, dated April 17,1998
           NP Aerospace Limited (Purchaser),                                         filed with the Commission on
           Reinhold Industries, Inc. (Guarantor)                                     June 30, 1998.
           and Courtaulds plc (Vendor) relating
           to the purchase of certain assets and
           assumption of certain liabilities of the
           Ballistic and Performance Composites
           Division of Courtaulds Aerospace Ltd.


13         Annual Report to Stock-
           holders


<PAGE>


                                                             Page                    Incorporated by
           Description                                       No.*                     Reference to  
           -----------                                       ----                    ---------------
20.1       New Keene Credit Facility                                                 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
----------
<FN>

*  Page reference is to sequentially numbered copy.
</FN>
</TABLE>


b)  REPORTS ON FORM 8-K

           None


<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:    March 26, 1999                  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                              March 26, 1999
           -------------------------------------- 
           Michael T. Furry- President and Director
           (Principal Executive Officer)

           /s/ Lawrence H. Diamond                           March 26, 1999
           --------------------------------------
           Lawrence H. Diamond- Chairman


           /s/ Robert B. Steinberg                           March 26, 1999
           --------------------------------------
           Robert B. Steinberg- Director