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

                                AMENDEMENT NO. 1

(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, 1996

-----    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     NO   x
     
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  $13,120,000

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.  $2,817,500 as of March 11, 1997
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 - 980,000 as of March 11, 1997
Class B Common Stock - par value $.01 per share - 1,020,000 as of March 11, 1997


                       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. 1996 Annual Report to Stockholders -
                                   Parts I, II
              Reinhold Industries, Inc. Proxy Statement - Part III

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
YES     ; NO   X
   -----     -----
<PAGE>

     This Amendment No. 1 on Form 10-KSB/A (this  "Amendement") is being used to
correct the omission of certain  language used in the Company's  1996  Financial
Data  Schedule  (Exhibit  27). Its is also being used to correct the omission of
KPMG Peat Marwick's signature from the Independent Auditors' Opinions located on
page 4 of the 1996 Annual Report to stockholders (Exhibit 13).

<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 20, 1997                          By:/s/ David M. Blakesley
      --------------------                          ----------------------
                                                        David M. Blakesley
                                                        Vice President -
                                                        Finance & Administration
                                                       (Principal Financial and
                                                        Accounting Officer)