UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K
(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, 2003

------   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.
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED 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)

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

CLASS A COMMON STOCK, PAR VALUE $.01                            NASDAQ
--------------------------------------------------------------------------------
 (Title of each class)              (Name of each exchange on which registered)

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

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by section 13 or 15(d) of the  Securities  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
    ---    ---

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K.   X
           ----
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Act). ___

The  aggregate  market  value  of  the  voting  and  non-voting  stock  held  by
non-affiliates of the registrant as of June 27, 2003 was $33,312,000.

The  number  of  shares  of  common  stock  outstanding  as of March 8, 2004 was
2,936,116.

Documents incorporated in part by reference:

Parts  I, II and IV  incorporate  certain  information  by  reference  from  the
registrant's  Annual Report to  shareholders  for the fiscal year ended December
31, 2003.

Part III  incorporates  certain  information by reference from the  registrant's
definitive  proxy statement for the annual meeting of shareholders to be held on
May 5, 2004,  which proxy  statement  will be filed no later than 120 days after
the close of the registrant's fiscal year ended December 31, 2003.

     From time to time, Reinhold Industries,  Inc. ("Reinhold" or the "Company")
makes certain comments and disclosures in reports and statements, including this
report  or  statements   made  by  its  officers  or  directors   which  may  be
forward-looking  in  nature.  Examples  include  statements  related  to Company
growth,  the adequacy of funds to service debt and the Company's  opinions about
trends  and  factors  which  may  impact   future   operating   results.   These
forward-looking  statements could also involve,  among other things,  statements
regarding the Company's  intent,  belief or expectation  with respect to (i) the
Company's results of operations and financial  condition,  (ii) the consummation
of acquisition,  disposition or financing transactions and the effect thereof on
the Company's business,  and (iii) the Company's plans and objectives for future
operations and expansion or consolidation.

     Any  forward-looking  statements are subject to the risks and uncertainties
that  could  cause  actual  results of  operations,  financial  condition,  cost
reductions,  acquisitions,  dispositions,  financing  transactions,  operations,
expansion,  consolidation  and  other  events to differ  materially  from  those
expressed or implied in such  forward-looking  statements.  Any  forward-looking
statements  are also subject to a number of assumptions  regarding,  among other
things,  future economic,  competitive and market  conditions  generally.  These
assumptions  would be based on facts and  conditions  as they  exist at the time
such  statements  are  made  as well  as  predictions  as to  future  facts  and
conditions,  the accurate  prediction  of which may be difficult and involve the
assessment of events beyond the Company's  control.  As a result,  the reader is
cautioned not to rely on these forward-looking statements.

     The Company  wishes to caution  readers  that  forward-looking  statements,
including   disclosures  which  use  words  such  as  the  Company   "believes,"
"anticipates,"  "expects,"  "estimates" and similar  statements,  are subject to
certain risks and  uncertainties  which could cause actual results of operations
to differ materially from expectations. Any forward-looking statements should be
considered in context with the various disclosures made by the Company about its
businesses,  including  without  limitation  the risk factors more  specifically
described below in Item 1. Business.

Available Information

     The Company is subject to the informational  requirements of the Securities
Exchange Act of 1934 that require the Company to  electronically  file  reports,
proxy and information statements, and other information with the SEC. The public
may read and copy the Company's  filings at the SEC's Public  Reference  Room at
450  Fifth  Street,  N.W.,  Washington,   D.C.  20549.  The  public  can  obtain
information   on  the  operation  of  the  Public   Reference  Room  by  calling
1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy
and information  statements and other  information  regarding  issuers that file
electronically with the SEC at www.sec.gov.  The Company will provide electronic
or paper copies of such filings free of charge upon request.

     The  Company  has  adopted  a Code of  Ethics  that  applies  to the  Chief
Executive  Officer,  Vice President - Finance and Administration and Controller.
Nasdaq  Rule 4350 (n)  mandates  that the  Company  adopt a Code of  Ethics  and
require that it be  applicable to all  directors,  officers and  employees.  The
Company will provide a copy of its Code of Ethics to any person  without  charge
upon request by writing to:  Investor  Relations  Department,  12827 E. Imperial
Highway, Santa Fe Springs, CA 90670.


<PAGE>


                            REINHOLD INDUSTRIES, INC.
                                    FORM 10-K

                                      INDEX


PART  1  PAGE

Item 1 - Business                                                             4
Item 2 - Properties                                                           11
Item 3 - Legal Proceedings                                                    11
Item 4 - Submission Of Matters To A Vote Of Security Holders                  14

PART II
Item 5 - Market For Registrant's Common Equity and Related
              Stockholder Matters                                             15
Item 6 - Selected Financial Data                                              15
Item 7 - Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                          16
Item 7A - Quantitative And Qualitative Disclosures About
                Market Risk                                                   16
Item 8 - Financial Statements And Supplementary Data                          16
Item 9A - Controls and Procedures                                             16

PART III

Item 10 - Directors And Executive Officers Of The Registrant                  17
Item 11 - Executive Compensation                                              17
Item 12 - Security Ownership Of Certain Beneficial Owners And
                Management                                                    17
Item 13 - Certain Relationships And Related Transactions                      17
Item 14 - Principal Accountant Fees and Services                              17

PART IV

Item 15 - Exhibits, Financial Statement Schedules And Reports
                 On Form 8-K                                                  18

SIGNATURES                                                                    22

EXHIBITS                                                                      24

CERTIFICATIONS                                                                25


                                       3

<PAGE>

                                     PART I


Item  1.  BUSINESS

     Reinhold   Engineered   Plastics,   the  forerunner  to  today's   Reinhold
Industries,  Inc.,  was  founded in 1928.  The purpose of the  business  was the
molding of components from Bakelite,  the first  commercially  available polymer
molding material.

     In the  1940's,  Reinhold  was a  pioneer  in making  some of the  earliest
fiberglass  plastic  components  for the aircraft  industry  such as radomes and
antenna covers.

     In the early  1950's,  with the advent of the  missile  industry,  Reinhold
moved into the newly created field of ablative  composites.  Ablative composites
are fiber  reinforced  polymer  structures  which  absorb,  as they  decay,  the
destructive thermal energy generated by burning rocket propellants or hypersonic
re-entry. This field became Reinhold's core business for decades to come.

     In the 1970's,  the molding of structures from  fiberglass  polyester Sheet
Molding  Compound  (SMC) was a new and  growing  industry  in the  Eastern  U.S.
Reinhold was  convinced  that the potential of the SMC material was broad enough
that markets in the West could be found and  developed.  These markets  included
swimming pool filter tanks and in-ground lighting housings.

     From the 1950's through the early 1980's, Reinhold went through a number of
ownership  and  name  changes.   In  June  1984,  Reinhold  was  sold  to  Keene
Corporation,  an operating division of Bairnco  Corporation.  In 1990, following
Bairnco's   spin-off  of  its  Keene   Corporation   subsidiary   to   Bairnco's
shareholders,  Reinhold  became an incorporated  (Delaware)  entity and a direct
wholly-owned subsidiary of Keene Corporation.

     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.  Reinhold did not file
any petitions for relief under the  bankruptcy  code and continued to operate in
the normal course of business.

     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,   all  stemming  from  Keene's   ownership,   for  a  period  of
approximately five years, of BEH.

                                       4


<PAGE>

     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.

     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.


                                       5

<PAGE>

     Today,  Reinhold  Industries,  Inc. is a  manufacturer  of advanced  custom
composite  components,  sheet molding compounds and rubber rollers for a variety
of applications in the United States and Europe.  Reinhold derives revenues from
the defense,  aerospace,  printing and other commercial industries.  Reinhold is
currently organized in five operating segments as follows:

     Aerospace  -  The  Aerospace  business  unit  manufactures  structural  and
ablative  composite  components  mainly for  subcontractors  of the U.S. defense
industry.   These  components  include  rocket  nozzles,  exit  cones,  re-entry
heatshields,  radomes,  and  airframe  and missile  frames.  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.  On April 20,
2001,  Reinhold,  purchased  certain assets and assumed  certain  liabilities of
Edler  Industries,  Inc.  ("Edler").  Edler was a manufacturer of structural and
ablative  composite  components  mainly for  subcontractors  of the U.S. defense
industry.  The  operation  was  renamed  the  "Thermal  Insulation"  division of
Reinhold.  Effective January 1, 2003, the Thermal  Insulation  operating segment
was consolidated with the Areospace operating segment.

     During  2003,  Aerospace's  sales  increased by 16% due mainly to increased
shipments of  components  related to the Minuteman  III  Propulsion  Replacement
Program.  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 Alliant
Techsystems,  Inc. ("ATK") constituted approximately 87% of this business unit's
total sales in 2003.  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.   Additionally,   as  a  supplier  to  government
contractors,  nearly all of  Aerospace's  backlog  is  subject  to  termination.
Cancellation  of the Minuteman III Propulsion  Replacement  Program would have a
significant  impact  on the  profitability  of  this  business  unit.  Sales  of
components related to the Minuteman III Propulsion Replacement Program for 2003,
2002 and 2001  totaled  approximately  $14.5  million,  $12.1  million  and $4.8
million, respectively.

     CompositAir - In May 1994,  Reinhold acquired  CompositAir from SP Systems,
Inc.  CompositAir  is a niche  manufacturer  of  composite  commercial  aircraft
seatbacks  and other  commercial  products.  CompositAir  has been in continuous
production  of  composite  seatback  frames  since  1980.  Composites  of epoxy,
phenolic, or other resin systems,  reinforced with aramid or other glass fibers,
are  laminated  into the  complex  shapes  required  by  today's  feature-packed
commercial  aircraft  seats.  The  weight of the  frames is 30% to 40% less than
equivalent aluminum frames.  CompositAir operates in both Oxnard, California and
Santa Fe Springs, California.

                                       6


<PAGE>

     Over 80% of  CompositAir's  2003 sales were from one  customer.  Reinhold's
future  prospects will depend on the continued  business of that customer and on
Reinhold's  continued status as a qualified supplier to that customer.  In 2003,
sales  decreased  by 20%  compared  to  2002  due to  economic  problems  in the
commercial airline industry.

     Commercial - The Commercial  business unit manufactures  compression molded
"SMC" (Sheet Molding Compound) products for lighting, water filtration and other
various  commercial  and  aerospace   applications.   SMC  formulations  include
thermosetting  polymer matrix  resins,  glass fibers and other  additives  which
provide   strength,   stiffness,   and  protection  from   corrosion,   chemical
environments and ultraviolet degradation.

     Sales in 2003  increased  21% from  2002 due to  higher  shipments  of both
in-ground lighting housings and pool filter tanks.

     NP Aerospace - 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. NP Aerospace operates in Coventry, England.

     NP Aerospace  manufactures a wide variety of composite  products  including
compression  molded  canopies for street lights,  commercial  aircraft  seatback
frames, aramid composite combat helmets,  protective personal body armor, carbon
composite  radiography  support  couches  and  light-armored  composite  vehicle
structures.

     NP  Aerospace  operates in niche  marketplaces  for the sale of  commercial
aircraft  seatbacks,  helmets  and light  armored  vehicles.  Due to the limited
marketplaces for these products, sales from year-to-year are very unpredictable.
Due to the high  selling  price of  armored  vehicles,  large  annual  swings in
revenue  are  possible.  Sales in 2003  increased  45% from  2002 due to  higher
shipments of body armor and military helmets.

     Additional  information  on  NP  Aerospace  is  set  forth  in  "Management
Discussion  and Analysis of Financial  Condition  and Results of Operations " on
pages  20 - 23 of  Reinhold's  2003  Annual  Report  to  Stockholders,  which is
incorporated herein by reference.



     Bingham - 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.

     Samuel  Bingham  Company  ("Bingham")  is a  manufacturer  and  supplier of
graphic  arts and  industrial  rollers  for a variety  of  applications.  Samuel
Bingham  was born in 1789  and  began  manufacturing  rollers  for the  printing
industry in 1848. The Company


                                       7

<PAGE>


has been in  continuous  existence  since that date.  In addition to serving the
graphic arts marketplace, the Company also serves other industries such as steel
mills,  paper  mills,  converters,  metal  coaters,  textile  mills and  plastic
processors.  Products are manufactured  from various  elastomers  including SBR,
silicones, EPDM's, Hypalons, Buna N, Neoprenes, natural rubber,  vinyl-nitriles,
fluoroelastomers, polyether urethanes and polyester urethanes.

     Bingham  manufactures at various locations throughout the United States and
sells through a direct sales force to approximately 3,000 customers.  Due to the
existence of many other manufacturers in this marketplace, the Company is forced
to be highly competitive.

     In 2001,  the Company  recorded a charge of  approximately  $5.4 million to
write-down  long-lived  assets  associated with the Bingham  operating  segment.
Included in the $5.4 million charge was approximately $1.3 million write-down of
fixed assets related to the seven manufacturing and administrative  locations of
Bingham  that were  closed or were in the  process  of being  closed.  The fixed
assets were  written  down to their  estimated  fair value which was  determined
based on the proceeds  received and  estimated to be received  from the sales of
the respective facilities. The Company then determined that the estimated future
undiscounted  operating cash flows of the remaining Bingham operations were less
than the carrying amount of Bingham's remaining  long-lived assets. Based on its
evaluation,  the Company determined Bingham's long-lived assets, with a carrying
value of $10.7 million,  were impaired and wrote them down by approximately $4.0
million to their  estimated  fair value.  This  write-down  was charged  against
goodwill.  Fair value was based on estimated  discounted  future  operating cash
flows of the Bingham operations.


     Additional  information on operating segments is set forth in Note 8 to the
Consolidated  Financial  Statements  on  pages  47  through  49 and  "Management
Discussion  and Analysis of Financial  Condition  and Results of Operations " on
pages 20 through 23 of Reinhold's 2003 Annual Report to  Stockholders,  which is
incorporated herein by reference.



Significant Customers

     Information  about  significant  customers  is set  forth in Note 10 to the
Consolidated Financial Statements on page 51 of Reinhold's 2003 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.


                                       8

<PAGE>

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.  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.

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 cannot  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

                                       9

<PAGE>


applicable environmental requirements in all material respects and believes that
continued compliance will not materially affect capital  expenditures,  earnings
or competitive position.

     Refer to Item 3 for additional environmental legal proceedings.

Patents and Trademarks
     Reinhold, through its wholly-owned subsidiary,  Samuel Bingham Enterprises,
Inc.,  owns one patent  registered  with the United  States Patent and Trademark
Office for the  "Method of Making  Roll for Use in  Printing"  (U.S.  Patent No.
4,492,012). The patent expired in January 2002. Samuel Bingham Enterprises, Inc.
holds nine registered  trademarks  with  expiration  dates ranging from February
2004 through August 2009.

Research and Development
     Research  and  development   expenditures  were   approximately   $425,000,
$314,000,  and  $348,000 for the years ended  December 31, 2003,  2002 and 2001,
respectively.

Employees
     At December 31, 2003, Reinhold had 358 full-time employees and 25 part-time
employees.  Of  these  employees,  286 (261  full-time  and 25  part-time)  were
employed in  manufacturing  and 97 (all  full-time) in  administration,  product
development  and  sales.  Approximately  35%  of  the  personnel  are  based  at
Reinhold's Santa Fe Springs, California facility, approximately 24% are based at
NP Aerospace located in Coventry, England and approximately 41% are based at the
various   manufacturing  and   administration   facilities  of  Samuel  Bingham.
Approximately  43 of the  employees in Coventry,  England are  represented  by a
labor union. Certain Samuel Bingham employees,  approximately 53, located in San
Leandro,  California,  Searcy,  Arkansas and  Blacklick,  Pennsylvania  are also
represented by a labor union.  Reinhold  believes its workforce to be relatively
stable and considers its employee relations to be excellent.


                                       10

<PAGE>


Item 2.  PROPERTIES
     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            130,000 sq. ft.        Leased (Expires 2016)
                                     Manufacturing
Oxnard, CA                         R&D                             3,600 sq. ft.        Leased (Expires 2005)

Coventry, England                  Administration and             80,000 sq. ft         Own
                                     Manufacturing
Samuel Bingham Properties
Portland, OR                       Manufacturing                  14,000 sq. ft.        Leased (Expires 2006)
San Leandro, CA                    Manufacturing                  21,000 sq. ft.        Own
Kansas City, MO                    Manufacturing                  19,000 sq. ft.        Leased (Expires 2005)
Searcy, AK                         Manufacturing                  38,000 sq. ft.        Own
Jonesboro, GA                      Manufacturing                   9,000 sq. ft.        Leased (Expires 2004)
Forney, TX                         Manufacturing                   5,000 sq. ft.        Leased (Expires 2004)
Blacklick, PA                      Manufacturing                  22,000 sq. ft.        Own
Palmyra, NY                        Manufacturing                  17,000 sq. ft.        Leased (Expires 2008)
Mississauga, Ontario, Canada       Manufacturing                   3,200 sq. ft.        Leased (Expires 2005)
Bloomingdale, IL                   Administration                  4,000 sq. ft.        Leased (Expires 2004)

</TABLE>


     Construction of a new building and additional  improvements at the Santa Fe
Springs location were  substantially  completed in 2001.  Reinhold  believes its
facilities are utilized consistent with economic conditions and the requirements
of its operations.

Item 3.  LEGAL PROCEEDINGS

     The  Company has been  informed  that it may be a  potentially  responsible
party ("PRP") under the Comprehensive Environmental Response,  Compensation, and
Liability  Act  of  1980,  as  amended  ("CERCLA"),   with  respect  to  certain
environmental  liabilities  arising at the Valley Forge National Historical Park
Site ("Valley Forge Site") located in Montgomery  County,  Pennsylvania and at a
site  formerly  known  as the  Casmalia  Resources  Hazardous  Waste  Management
Facility,  located in Santa Barbara County, California ("Casmalia Site"). CERCLA
imposes liability for the costs of responding to a release or threatened release
of "hazardous  substances"  into the  environment.  CERCLA  liability is imposed
without regard to fault.  PRPs under CERCLA include current owners and operators
of the site,  owners and  operators at the time of disposal,  as well as persons
who arranged for disposal or treatment of hazardous substances sent to the site,
or persons who accepted hazardous substances for transport to the site.


                                       11

<PAGE>


     Because PRPs' CERCLA  liability to the  government is joint and several,  a
PRP may be  required  to pay more  than its  proportional  share of such  costs.
Liability  among  PRPs,  however,  is subject to  equitable  allocation  through
contribution actions.

     On June 16, 2000 the U.S.  Department of Justice  notified the Company that
it may be a PRP with respect to the Valley  Forge Site and demanded  payment for
past costs incurred by the United States in connection with the site,  which the
Department  of Justice  estimated at  $1,753,726  incurred by the National  Park
Service  ("NPS") as of May 31, 2000 and $616,878  incurred by the United  States
Environmental  Protection  Agency  ("EPA") as of November 30,  1999.  Payment of
these past  costs  would not  release  the  Company  from  liability  for future
response costs.

     Management believes that in or about 1977, the Company's predecessor, Keene
Corporation  ("Keene"),  sold to the U.S.  Department  of Interior  certain real
property and improvements now located within the Valley Forge Site. Prior to the
sale, Keene operated a manufacturing  facility on the real property and may have
used friable asbestos, the substance which gives rise to the claim at the Valley
Forge Site.

     On December 30, 2002,  the United  States  District  Court for the Southern
District of New York  approved and entered a Consent  Decree  agreed upon by the
United States and the Company  settling the claims asserted by the National Park
Service against the Company.  The United States and the Company  stipulated that
the EPA will not seek  reimbursement  of its response  costs with respect to the
Valley Forge Site and that the Company's  claim for a declaratory  judgment with
respect to those costs may be dismissed with prejudice.

     Under the terms of the Consent  Decree,  the Company was  obligated  to pay
$500,000 to the Department of the Interior.  In return, the Company has received
from the  United  States a  covenant  not to sue,  subject  to  certain  limited
exceptions,  for claims under CERCLA  Sections 106, 107 and 113 and RCRA Section
7003  relating to the Site.  The payment to the  Department  of the Interior was
made on January 23, 2003.

     Pursuant to the Consent Decree and CERCLA Section 113(f)(2),  the Company's
settlement with the United States bars any other party from asserting claims for
contribution  for any response  costs  incurred with respect to the Valley Forge
Site by the United States, any State or other governmental  entity, or any other
party.

     With respect to the Casmalia Site, on August 11, 2000, the EPA notified the
Company that it is a PRP by virtue of waste materials deposited at the site. The
EPA has designated  the Company as a "de minimis" waste  generator at this site,
based on the amount of waste at the Casmalia Site attributed to the Company. The
Company is not currently a party to any litigation concerning the Casmalia Site,
and based on currently  available  data, the Company  believes that the Casmalia
Site  is not  likely  to  have  a  material  adverse  impact  on  the  Company's
consolidated financial position or results of operations.



                                       12

<PAGE>


     The Company is involved in various other claims and legal  actions  arising
in the ordinary course of business.  In the opinion of management,  the ultimate
disposition  of these  matters will not have a material  effect on the Company's
financial position, results of operations, or liquidity.

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
     The Company did not submit any matters to a vote of security holders during
the fourth quarter of 2003.



                                       13

<PAGE>



                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY  RELATED
         STOCKHOLDER MATTERS

     a. 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 54 of Reinhold's 2003 Annual Report to Stockholders,  which is incorporated
herein by reference.  Reinhold's  common stock is traded on the NASDAQ  National
Market 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.

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

                                                            Approximate Number
                                                           of Holders of Record
         Title of Class                                     as of March 2, 2004
--------------------------------------------------------------------------------

         Class A Common Stock,
          par value $.01 per share                                   1,384



     c. A 10% stock dividend was declared on May 8, 2001 payable to shareholders
of record as of July 13,  2001.  The  dividend  was payable on or about July 31,
2001.  Fractional  shares  were paid in cash.  Fractional  share  cash  payments
totaled $8,278.05.

     A 10% stock dividend was declared on May 1, 2002 payable to shareholders of
record as of May 31, 2002.  The  dividend was paid on June 21, 2002.  Fractional
shares were paid in cash. Fractional share cash payments totaled $5,913.60.

     A 10% stock dividend was declared on April 30, 2003 payable to shareholders
of record as of May 16, 2003. The dividend was paid on May 30, 2003.  Fractional
shares were paid in cash. Fractional share cash payments totaled $9,327.96.

Item 6.  SELECTED FINANCIAL DATA

     Reference is made to the "Selected  Financial Data" on page 1 of Reinhold's
2003 Annual Report to Stockholders, which is incorporated herein by reference.



                                       14

<PAGE>




Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

     Reference is made to the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on page 19 of Reinhold's 2003 Annual Report
to Stockholders, which is incorporated herein by reference.


Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK

     The  Company  has  two  main  areas  of  market  risk:  interest  rates  on
outstanding  debt and fluctuations in the value of the British Pound Sterling to
the United States Dollar.

     All of the  Company's  debt at December  31, 2002 was at variable  interest
rates based on LIBOR plus 2.50%.  A  hypothetical  10% change in interest  rates
would have had a $0.04  million  impact on  interest  expense for the year ended
December 31, 2002.


     The  functional  currency  of the  Company's  wholly-owned  subsidiary,  NP
Aerospace, is the British Pound Sterling (the "Pound"). The exchange rate of the
Pound to the Dollar from April 28, 1998 to December 31, 2003 has fluctuated from
1.79 to 1.39, a range of 22%. A  hypothetical  10% change in exchange rate would
have had a $0.3  million  and $0.1  million  impact on net  income for the years
ended December 31, 2003 and 2002, respectively.



Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
     Information  for Item 8 is included in  Reinhold's  consolidated  financial
statements  as of December  31, 2003 and 2002 and for each of the three years in
the period ended December 31, 2003 and Reinhold's  unaudited quarterly financial
data for the two year  period  ended  December  31,  2003,  in the  Consolidated
Financial  Statements  (including the Consolidated  Balance Sheet,  Consolidated
Statement of  Operations,  Consolidated  Statement  of Cash Flows,  Consolidated
Statement of Stockholders'  Equity and Comprehensive  Income (Loss) and Notes to
Consolidated  Financial  Statements)  and  unaudited  Quarterly  Financial  Data
sections  of  Reinhold's   2003  Annual  Report  to   shareholders,   which  are
incorporated  herein  by  reference.  The  report  of  independent  auditors  on
Reinhold's   consolidated  financial  statements  is  in  the  Management's  and
Independent  Auditors'  Reports  section of  Reinhold's  2003  Annual  Report to
shareholders and is also incorporated herein by reference.



                                       15

<PAGE>



                Schedule II-A - Valuation and Qualifying Accounts

            Allowance for Doubtful Accounts Receivable (in thousands)
--------------------------------------------------------------------------------
                       Balance at   Additions Charged to             Balance at
                     Beginning of   Costs and                            End of
                           Period    Expenses      Other   Deductions     Period
Fiscal Year Ended
--------------------------------------------------------------------------------
December 31, 2001             165                    105          104        166
--------------------------------------------------------------------------------
December 31, 2002             166                    179          272         73
--------------------------------------------------------------------------------
December 31, 2003              73                     40           60         53
--------------------------------------------------------------------------------


                Schedule II-B - Valuation and Qualifying Accounts

                        Inventory Reserves (in thousands)
--------------------------------------------------------------------------------
                       Balance at   Additions Charged to             Balance at
                     Beginning of   Costs and                            End of
                           Period    Expenses      Other   Deductions     Period
Fiscal Year Ended
--------------------------------------------------------------------------------
December 31, 2001           1,183                                  56      1,127
--------------------------------------------------------------------------------
December 31, 2002           1,127                     38          443        722
--------------------------------------------------------------------------------
December 31, 2003             722          21         46           46        743
--------------------------------------------------------------------------------




Item 9A.   CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures

     As of December 31, 2003, an evaluation was performed by the Chief Executive
Officer  and Chief  Financial  Officer  of the  effectiveness  of the design and
operation  of the  Company's  disclosure  controls  and  procedures  pursuant to
Exchange  Act Rule  13a-15  and  15d-15.  Based on that  evaluation,  the  Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the disclosure
controls and procedures were effective in ensuring that all material information
required  to be filed in this  annual  report  has been made  known to them in a
timely fashion.


 b) Changes in Internal Controls

     There have been no significant  changes in internal  controls or in factors
that could  significantly  affect internal  controls  subsequent to the date the
Chief Executive Officer and Chief Financial Officer completed their evaluation.



                                       16

<PAGE>

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required with respect to directors and officers of Reinhold
is included in the  definitive  Proxy  Statement for the 2004 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.   EXECUTIVE COMPENSATION

     The  information  required by Item 11 is included in the  definitive  Proxy
Statement for the 2004 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.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT

     The  information  required by Item 12 is included in the  definitive  Proxy
Statement for the 2004 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 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
     The  information  required by Item 13 is included in the  definitive  Proxy
Statement for the 2004 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 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES
     The  information  required by Item 14 is included in the  definitive  proxy
statement for the 2004 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.


                                       17

<PAGE>

                                     PART IV

Item 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES  AND REPORTS
               ON FORM 8-K
(a) Documents filed as part of this report:

1.  Financial Statements: The following financial statements are contained in
    the Company's 2003 Annual Report to shareholders:

    Report of Independent Auditors

    Consolidated Statements of Operations for the years ended December 31, 2003,
    2002 and 2001

    Consolidated Balance Sheets at December 31, 2003 and 2002

    Consolidated Statements of Cash Flows for the years ended December 31, 2003,
    2002 and 2001

    Consolidated Statement of Stockholders' Equity and Comprehensive Income
    (Loss) for the years ended December 31, 2003, 2002 and 2001

    Notes to Consolidated Financial Statements

    See Part II, Item 8 of this report for information regarding the
    incorporation by reference herein of such financial statements.

2. Financial Statement Schedules: Certain schedules have been omitted since the
    required information is not present or not present in amounts sufficient
    to require submission of the schedule, or because the information required
    is included in the consolidated financial statements and notes thereto.
      Schedule II - A - Valuation and Qualifying Accounts
      Schedule II - B - Valuation and Qualifying Accounts

3)  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.
<PAGE>

     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.

     3.4   Second amended and restated Certificate of Incorporation and amended
           By-laws of Reinhold Industries, Inc., on Form DEFS14A filed with the
           Commission on September 24, 1999.

     3.5   Third amended and restated Certificate of Incorporation of Reinhold
           Industries, Inc., on Form DEF14C filed with the Commission on October
           10, 2000.

     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,

<PAGE>


           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.

    10.8   Asset Purchase Agreement by and between Samuel Bingham Company,  a
           Delaware corporation, and Samuel Bingham Enterprises, Inc. dated
           February 3, 2000 on Form 8-K/A filed with the Commission on May 23,
           2000.

    10.9   Amended and Restated Reinhold Industries, Inc. Stock Incentive Plan,
           on Form S-8, filed with the Commission on December 1, 2002.

   10.10   Credit Agreement between Reinhold Industries, Inc., Samuel Bingham
           Enterprises, Inc., NP Aerospace Limited (the "Borrowers") and
           LaSalle Bank National Association dated March 21, 2002 on Form
           10-Q filed with the Commission on May 9, 2002.

   10.11   Directors Deferred Stock Plan dated September 30, 2002 on Form 10-K
           filed with the Commission on March 28, 2003

   13      Certain portions of 2003 Annual Report to shareholders (with the
           exception of the information incorporated by reference into Items
           1, 5, 6, 7, 7A and 8 of this report, Reinhold's 2003 Annual Report
           to shareholders is not deemed to be filed as a part of this report)


<PAGE>



   21      Subsidiaries of the registrant

           1) Samuel Bingham Enterprises, Inc. (incorporated in Indiana)
           2) NP Aerospace Limited (organized under the laws of the United
              Kingdom)

   23      Consent of Independent Auditors

   31.1    Certification Of CEO Pursuant To Section 302 Of The Sarbanes-Oxley
           Act Of 2002

   31.2    Certification Of CFO Pursuant To Section 302 Of The Sarbanes-Oxley
           Act of 2002

   32.1    Certification Of CEO Pursuant To Section 906 Of The Sarbanes-Oxley
           Act Of 2002

   32.2    Certification Of CFO Pursuant To Section 906 Of The Sarbanes-Oxley
           Act Of 2002



    b)  REPORTS ON FORM 8-K

           NONE


21

<PAGE>

                                   SIGNATURES


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



                                            REINHOLD INDUSTRIES, INC.
                                            Registrant



Date:    March 30, 2004                          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  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the date indicated.



           /s/ Michael T. Furry                              March 30, 2004
           Michael T. Furry- President and Director
           (Principal Executive Officer)


           /s/ Ralph R. Whitney, Jr.                         March 30, 2004
           Ralph R. Whitney, Jr.- Chairman


           /s/ Andrew McNally, IV                            March 30, 2004
           Andrew McNally, IV- Director



           /s/ Glenn Scolnik                                 March 30, 2004
           Glenn Scolnik- Director



                                       22

<PAGE>



           /s/ Thomas A. Brand                               March 30, 2004
           Thomas A. Brand- Director



           /s/ Richard A. Place                              March 30, 2004
           Richard A. Place- Director