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, 2005

         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.
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             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

 (Title of each class)              (Name of each exchange on which registered)

         NONE                                         NONE
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Securities registered pursuant to Section 12(g) of the Act:

 CLASS A COMMON STOCK, PAR VALUE $0.01
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Indicate by check mark if the registrant is a well-known seasoned issuer, as
 defined in Rule 405 of the Securities Act.
YES    NO  X
   ---    -----

Indicate by check mark if the registrant is not required to file reports
 pursuant to Section 13 or Section 15(d) of the Act.
YES     NO  X
   ----   ----

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 NO X

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).   YES     NO   X
                                  ---      ---

Indicate by checkmark whether the registrant is a shell company (as defined in
  Rule 12b-2 of the Act).   YES    NO   X
                               ---    ---

The aggregate market value of the voting and non-voting stock held by
non-affiliates of the registrant as of June 30, 2005 was $76,409,000.

The number of shares of common stock outstanding as of March 17, 2006 was
3,290,003.


<PAGE>



Documents incorporated in part by reference:

Parts I, II and IV incorporate certain information by reference from the
registrant's Annual Report to Stockholders for the fiscal year ended December
31, 2005.

Part III incorporates certain information by reference from the registrant's
definitive proxy statement for the annual meeting of Stockholders to be held on
May 4, 2006, which proxy statement will be filed no later than 120 days after
the close of the registrant's fiscal year ended December 31, 2005.


<PAGE>



            From time to time, we make certain comments and disclosures in
reports and statements filed with the Securities and Exchange Commission (SEC),
including this report or statements made by our 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 our opinions about trends and
factors which may impact future operating results. These forward-looking
statements could also involve, among other things, statements regarding our
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. Such risks and
uncertainties may include:

o Cyclicality of the markets for our products; o Loss of key customers; o
Increased competition; o Technological obsolescence of our products; o
Availability and prices of raw materials; o Significant product liability
claims; or o Natural disasters.

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,
you are cautioned not to rely on these forward-looking statements.

            You should be aware that forward-looking statements generally use
words such as the Company "believes," "anticipates," "expects," "estimates" and
similar statements. These statements are subject to certain risks and
uncertainties which could cause actual results of operations to differ
materially from expectations. You should consider any forward-looking statements
in context with the various disclosures made by us about our businesses,
including without limitation the risk factors more specifically described below
in Item 1A. RISK FACTORS.

Available Information

            We are 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 our 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. We will provide electronic or paper copies of such
filings free of charge upon request.

            We have 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. A copy of the Business
Ethics and Code of Conduct can be found on the Company's website at
www.reinhold-ind.com.





<PAGE>


                            REINHOLD INDUSTRIES, INC.
                                    FORM 10-K
                                      INDEX

PART  1                                                                 PAGE
-------
Item 1 - Business                                                            5
Item 1A - Risk Factors                                                      11
Item 1B - Unresolved Staff Comments                                         14
Item 2 - Properties                                                         14
Item 3 - Legal Proceedings                                                  14
Item 4 - Submission of Matters to a Vote of Security Holders                15

PART II
-------
Item 5 - Market for Registrant's Common Equity and Related
           Stockholder Matters                                              16
Item 6 - Selected Financial Data                                            16
Item 7 - Management's Discussion and Analysis of Financial
           Condition and Results of Operations                              16
Item 7A - Quantitative and Qualitative Disclosures about
            Market Risk                                                     17
Item 8 - Financial Statements and Supplementary Data                        17
Item 9 - Changes in and Disagreements With Accountants on
           Accounting and Financial Disclosure                              18
Item 9A - Controls and Procedures                                           18
Item 9B - Other Information                                                 18

PART III
--------
Item 10 - Directors and Executive Officers of the Registrant                19
Item 11 - Executive Compensation                                            19
Item 12 - Security Ownership of Certain Beneficial Owners and
            Management                                                      19
Item 13 - Certain Relationships and Related Transactions                    19
Item 14 - Principal Accountant Fees and Services                            19

PART IV
-------
Item 15 - Exhibits, Financial Statement Schedules and Reports
            on Form 8-K                                                     20

SIGNATURES                                                                  25

EXHIBITS                                                                    27

CERTIFICATIONS                                                              28

<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
United States. 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"). Keene owned BEH, a manufacturer of
acoustical ceilings, ventilation systems, and thermal insulation products, for
approximately five 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 of BEH.
<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, as
modified (the "Plan") for solicitation.

         On June 12, 1996, the Bankruptcy Court and the U.S. District Court held
a confirmation hearing on Keene's Plan . The Plan was confirmed by the U.S.
District Court by order entered on June 14, 1996.

         On July 31, 1996, Keene's Plan became effective (the "Effective Date").
On the Effective Date, Keene's wholly-owned subsidiary, 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. 1,020,000 of
the shares of common stock, identified as Class B Common Stock, were issued to
the Trustees of a 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 stockholders of record as of June 30, 1996. All of Keene's
previously outstanding common stock was canceled.

         Today, Reinhold is a manufacturer of advanced custom composite
components and sheet molding compounds for a variety of applications in the
United States and Europe. Reinhold derives revenues from the defense, aerospace
and other commercial industries. Reinhold is currently organized in three
operating segments as follows:
<PAGE>

         Aerospace - The Aerospace business unit manufactures structural and
ablative composite components mainly for subcontractors of the United States
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"). R&T is 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 United States 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 Aerospace operating segment.

         During 2005, Aerospace's sales decreased by 5% due primarily to
decreased shipments of composite structures related to the space shuttle
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. constituted approximately 89% of this business unit's total
sales in 2005. 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 related to this program are
expected to continue through 2007 and drop significantly in 2008. Sales of
components related to the Minuteman III Propulsion Replacement Program for 2005,
2004 and 2003 totaled approximately $14.5 million, $12.7 million and $14.5
million, respectively.

         Seating Products - In May 1994, Reinhold acquired CompositAir from SP
Systems, Inc. In 2005, CompositAir was renamed the Seating Products business
unit. Seating Products is a niche manufacturer of composite commercial aircraft
seatbacks and other aircraft seating products. Seating Products 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. Seating Products operates in both Oxnard, California
and Santa Fe Springs, California.

         Over 75% of Seating Products' 2005 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 2005, sales increased by 32% compared to 2004 due primarily to the
addition of a new customer and improving economic conditions in the airline
marketplace.
<PAGE>

         Commercial - The Commercial business unit manufactures compression
molded sheet molding compound (SMC) 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 2005 increased 8% from 2004 due primarily to higher selling
prices for all products.

         NP Aerospace - On April 24, 1998, NP Aerospace Limited ("NP
Aerospace"), a wholly-owned subsidiary of Reinhold, purchased from Courtaulds
Aerospace Limited ("CAL"), 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. CAL is a U.K. Corporation, which is a wholly-owned subsidiary
of Courtaulds plc, a U.K. Corporation. 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.

           On November 21, 2005, the Company sold 100% of the capital stock of
NP Aerospace, to The Carlyle Group ("TCG") for $53.2 million, subject to a
post-closing working capital adjustment. TCG required that NP Aerospace be cash
free, free of all debt and delivered with a normal level of working capital. The
purchase price was adjusted by $2.3 million during the first quarter 2006 to
$50.9 million based on the final computation of closing date working capital.
The purchase price adjustment was accrued as of December 31, 2005.

         Additional information on NP Aerospace is set forth in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
pages 13 - 22 of Reinhold's 2005 Annual Report to Stockholders, which is
incorporated herein by reference.

      Bingham - On March 9, 2000, Samuel Bingham Enterprises, Inc. ("Bingham"),
a newly formed wholly-owned subsidiary of Reinhold, purchased certain assets and
assumed certain liabilities of Samuel Bingham Company.

         Samuel Bingham Company 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. Bingham
has been in continuous existence since that date. In addition to serving the
graphic arts marketplace, Bingham also serves other industries such as steel
mills, paper mills, converters, metal coaters, textile mills and plastic
processors. Products are manufactured from various

<PAGE>


elastomers  including  SBR,  silicones,  EPDM's,  hypalons,  Buna N,  neoprenes,
natural  rubber,  vinyl-nitriles,   fluoroelastomers,  polyether  urethanes  and
polyester urethanes.

         During the three months ended September 30, 2004, management committed
to a plan of action to sell Bingham. The decision to sell was based on
continuing losses from operations and a negative long-term outlook in the
marketplaces this subsidiary serves. On September 30, 2004, management
determined that the plan of sale criteria in FASB No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," had been met. Accordingly, the
carrying value of its fixed assets was adjusted to its fair value less costs to
sell and goodwill was determined to be impaired in accordance with the criteria
of FASB No 142. Fair value was determined based on the highest offer received
from several potential strategic suitors. The resulting $5.7 million impairment
charge was included in "Loss from operations of discontinued component" in the
statement of operations.

       On December 17, 2004, Bingham sold certain assets and transferred certain
liabilities to Finzer Roller, L.L.C. for $3.1 million in cash, subject to
post-closing adjustments. The assets sold included accounts receivable,
inventories, prepaid expenses, equipment, real property, tangible personal
property, intellectual and other intangible property. Liabilities transferred
include accounts payable, accrued expenses and defined benefit pension plan
obligations. The purchase price was adjusted by $0.3 million during the first
quarter 2005 to $2.8 million based on the final computation of closing date
working capital. The purchase price adjustment was accrued as of December 31,
2004.

         The sales of Samuel Bingham Enterprises, Inc. and NP Aerospace Ltd.
meet the criteria defined in FASB No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" as discontinued operations and are presented
herein as such.

         Additional information on operating segments is set forth in Note 8 to
the Consolidated Financial Statements on pages 46 through 47 and "Management's
Discussion and Analysis of Financial Condition and Results of Operations " on
pages 13 through 22 of Reinhold's 2005 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 48 of Reinhold's 2005 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.
<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 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.
<PAGE>

         Patents and Trademarks
         Reinhold currently holds no registered patents or trademarks.

         Research and Development
         Research and development expenditures were approximately $278,000,
$230,000 and $196,000 for the years ended December 31, 2005, 2004 and 2003,
respectively.

         Employees
         At December 31, 2005, Reinhold had 117 full-time employees and 32
part-time employees. Of these employees, 126 (94 full-time and 32 part-time)
were employed in manufacturing and 23 (23 full-time and 0 part time) in
administration, product development and sales. Approximately 97% of the
personnel are based at Reinhold's Santa Fe Springs, California facility and
approximately 3% are based at Reinhold's Oxnard, California facility. There are
no employees represented by a labor union. Reinhold believes its workforce to be
relatively stable and considers its employee relations to be excellent.

Item 1A. RISK FACTORS

         Our business, financial condition, results of operations and cash flows
may be affected by known and unknown risks, uncertainties and other factors. Any
of these risks, uncertainties and other factors could cause the Company's future
financial results to differ materially from recent financial results or from
currently anticipated future financial results. In addition to those noted
elsewhere in this report, the Company is subject to the following risks and
uncertainties:

Our markets are cyclical, leading to periodic declines in sales.

         The markets in which we sell our products are cyclical and have
experienced periodic declines. Our sales are, therefore, unpredictable and tend
to fluctuate based on a number of factors, including economic conditions and
developments affecting the aerospace industry and the customers served. Although
the market for our products sold for new commercial aircraft production
currently appears to be experiencing a slight improvement, any downturn in
commercial aircraft production could have a negative impact on our business,
financial condition and operating results.

We are dependent on a limited number of customers, which makes us vulnerable to
the continued relationship with and financial health of those customers.

         Because a substantial portion of our business has been as a supplier to
government contractors, we depend on a limited number of customers with which we
do significant amounts of business. Our future prospects will depend on the
continued business of such customers and on our continued status as a qualified
supplier to such customers. We cannot

<PAGE>

guarantee that our current  significant  customers will continue to buy products
from us at  current  levels.  The loss of a key  customer  could have a material
adverse effect on us.

We compete with many companies that have greater financial, technical and
operating resources than we do, and with whom we may not be able to compete
successfully.

         We compete with many companies in the sale of ablative and structural
composite products. The markets we serve are specialized and competitive.
Several of our competitors have greater financial, technical and operating
resources than we do. We cannot assure you that we will be able to continue to
manufacture and sell our products profitably in competitive markets.

Our products and processes are subject to risks from changes in technology.

         Our products and processes are subject to risks of obsolescence as a
result of changes in technology. To address this risk, we invest in product
design and development, and in capital expenditures. We cannot guarantee that
our product design and development efforts will be successful, or that the
amounts of money required to be invested for product design and development and
capital expenditures will not increase materially in the future.

Goodwill could be impaired in the future.

         In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets"
and SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived
Assets," we assess the fair value and recoverability of our long-lived assets,
including goodwill. We make assessments whenever events and circumstances
indicate the carrying value of an asset may not be recoverable from estimated
future cash flows expected to result from the asset's use and eventual
disposition. In doing so, we make assumptions and estimates regarding future
cash flows and other factors to make our determination. The fair value of our
long-lived assets and goodwill is dependent upon the forecasted performance of
our business and the overall economic environment. When we determine that the
carrying value of our long-lived assets and goodwill may not be recoverable, we
measure any impairment based upon a forecasted discounted cash flow method. If
these forecasts are not met, we may have to record additional impairment charges
not previously recognized.

         In assessing the recoverability of our goodwill at December 31, 2005,
we were required to make certain critical estimates and assumptions. These
estimates and assumptions included that during the next several years we would
make improvements in manufacturing efficiency, achieve reductions in operating
costs, and obtain increases in sales and backlog. If any of these or other
estimates and assumptions are not realized in the future, the Company may be
required to record an impairment charge for the goodwill. The goodwill of the
Company was $2,521,000 at December 31, 2005.
<PAGE>

Significant consolidation in the aerospace industry could adversely affect our
business and financial results.

         The aerospace industry is experiencing significant consolidation,
including among our customers, competitors and suppliers. Consolidation among
our customers may result in delays in the award of new contracts and losses of
existing business. Consolidation among our competitors may result in larger
competitors with greater resources and market share, which could adversely
affect our ability to compete successfully. Consolidation among our suppliers
may result in fewer sources of supply and increased cost to us.

Our manufacturing operations may be adversely affected by the availability and
increases in prices of raw materials and components.

                   The failure of our suppliers to deliver on a timely basis raw
materials and components to us, and increases in the prices of raw materials,
may adversely affect our results of operations and cash flows. 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 our 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 used in our ablative applications. We cannot
assure you that these developments will not have a significant impact on price
or supply.

Product liability claims in excess of insurance could adversely affect our
financial results and financial condition.

         We face potential liability for personal injury or death as a result of
the failure of products designed or manufactured by us. Although we maintain
product liability insurance, any material product liability not covered by
insurance could have a material adverse effect on our financial condition,
results of operations and cash flows.

Damage or destruction of our facilities caused by earthquake or other causes
could adversely affect our financial results and financial condition.

         Although we maintain standard property casualty insurance covering our
properties, we do not carry any earthquake insurance because of the cost of such
insurance. Our main property is located in California, an area subject to
frequent and sometimes severe earthquake activity. Even if covered by insurance,
any significant damage or destruction of our facilities could result in the
inability to meet customer delivery schedules and may result in the loss of
customers and significant additional costs to us. As a result, any significant
damage or destruction of our properties could have a material adverse effect on
our business, financial condition or results of operations.


<PAGE>

Item 1B. UNRESOLVED STAFF COMMENTS

         None.

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.

LEASED OR OWNED
LOCATION                    USE                SIZE        LEASE EXPIRATION
--------------------   ------------------  --------------  --------------------
Santa Fe Springs, CA   Administration and  130,000 sq. ft. Leased (Expires 2016)
                       Manufacturing

Oxnard, CA             R&D                   3,600 sq. ft. Leased (Expires 2008)

Portland, OR           Sub-Leased to
                       Third Party          14,000 sq. ft. Leased (Expires 2006)


         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

         On August 11, 2000, the Environmental Protection Agency ("EPA")
notified the Company 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 a site formerly known as the Casmalia Resources Hazardous
Waste Management Facility, located in Santa Barbara County, California
("Casmalia 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 condensed financial position or
results of operations.

         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.


<PAGE>


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ----------------------------------------------------
     On  November  17,  2005,  on notice duly  given,  a special  meeting of the
stockholders of the Company (the "Special  Meeting") was held, at which a quorum
was present.  At the Special  Meeting,  the stockholders of the Company approved
the Share Sale Agreement dated as of September 26, 2005, and authorized the sale
of all  of the  outstanding  capital  shares  of  the  Company  's NP  Aerospace
subsidiary to TCG Guardian 2 Limited, an affiliate of The Carlyle Group The vote
of the stockholders was 2,483,346  shares in favor,  39,722 shares against,  and
3,369 shares abstaining.

<PAGE>


                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY  AND 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 55 of Reinhold's 2005 Annual Report to Stockholders, which
is incorporated herein by reference. Reinhold's common stock is traded on the
NASDAQ Capital 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 3, 2006
         --------------                                  -------------------

         Class A Common Stock,
          par value $.01 per share                             1,224


         (c) A 10% stock dividend was declared on May 1, 2002 payable to
stockholders 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
stockholders 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.

         Data regarding the dividends paid on Reinhold's common stock for 2005
and 2004 is included in the "Selected Financial Data" on page 1 and under
Stockholder Information on page 55 of Reinhold's 2005 Annual Report to
Stockholders, which is incorporated herein by reference.

Item 6.  SELECTED FINANCIAL DATA

         Reference is made to the "Selected Financial Data" on page 1 of
Reinhold's 2005 Annual Report to Stockholders, which is incorporated herein by
reference.

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" beginning on page 13 of
Reinhold's 2005 Annual Report to Stockholders, which is incorporated herein by
reference.

<PAGE>

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK

         During 2005, the Company sold its NP Aerospace subsidiary and used a
portion of the proceeds to pay off all of its outstanding debt. The Company's
previously identified market risks, interest rates on outstanding debt and
fluctuations in the value of the BPS to the United States Dollar, no longer
exist at December 31, 2005.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
            Information for Item 8 is included in Reinhold's consolidated
financial statements as of December 31, 2005 and 2004 and for each of the three
years in the period ended December 31, 2005 and Reinhold's unaudited quarterly
financial data for the two year period ended December 31, 2005, in the
Consolidated Financial Statements (including the Consolidated Balance Sheet,
Consolidated Statement of Operations, Consolidated Statement of Cash Flows,
Consolidated Statement of Stockholders' Equity (Deficit) and Comprehensive
Income and Notes to Consolidated Financial Statements) and unaudited Quarterly
Financial Data sections of Reinhold's 2005 Annual Report to Stockholders, which
are incorporated herein by reference. The report of the independent registered
public accounting firm on Reinhold's consolidated financial statements is on
page 51 of Reinhold's 2005 Annual Report to Stockholders and is also
incorporated herein by reference.




                Schedule II-A - Valuation and Qualifying Accounts

            Allowance for Doubtful Accounts Receivable (in thousands)

<TABLE>
<CAPTION>

                                        Balance at        Additions Charged to                  Balance at
                                      Beginning of     Costs and                                   End of
                                            Period      Expenses         Other    Deductions       Period
Fiscal Year Ended
----------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>         <C>           <C>           <C>
December 31, 2003                               15              -           -             -            15
----------------------------------------------------------------------------------------------------------
December 31, 2004                               15              -           -             -            15
------------------------------------------------------------------------------------------------------------
December 31, 2005                               15              -           -             -            15
------------------------------------------------------------------------------------------------------------

</TABLE>


                Schedule II-B - Valuation and Qualifying Accounts

                        Inventory Reserves (in thousands)
<TABLE>
<CAPTION>

                                        Balance at       Additions Charged to                  Balance at
                                      Beginning of     Costs and                                   End of
Fiscal Year Ended                           Period      Expenses         Other    Deductions       Period
----------------------------------------------------------------------------------------------------------
<S>                                          <C>              <C>           <C>          <C>          <C>
December 31, 2003                            125               -            113           -           238
----------------------------------------------------------------------------------------------------------
December 31, 2004                            238               -             -            4           234
----------------------------------------------------------------------------------------------------------
December 31, 2005                            234              179            -            -           413
----------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

                Schedule II-C - Valuation and Qualifying Accounts

                 Deferred Tax Valuation Allowance (in thousands)
<TABLE>
<CAPTION>


                                        Balance at       Additions Charged to                  Balance at
                                      Beginning of     Costs and                                   End of
Fiscal Year Ended                           Period      Expenses         Other    Deductions       Period
---------------------------------------------------------------------------------------------------------
<S>                                         <C>                                        <C>          <C>
December 31, 2003                           8,995                                      2,284        6,711
---------------------------------------------------------------------------------------------------------
December 31, 2004                           6,711                                      2,482        4,229
----------------------------------------------------------------------------------------------------------
December 31, 2005                           4,229                                      4,229          -
----------------------------------------------------------------------------------------------------------

</TABLE>



Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

             None.

Item 9A.   CONTROLS AND PROCEDURES

(a)      Evaluation of Disclosure Controls and Procedures

           As of December 31, 2005, 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.

   Item 9B.       OTHER INFORMATION

                  None.


<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 2006 Annual
Meeting of Stockholders, 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 2006 Annual Meeting of Stockholders, 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 2006 Annual Meeting of Stockholders, 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 2006 Annual Meeting of Stockholders, 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 2006 Annual Meeting of Stockholders, 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 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 2005 Annual Report to Stockholders:

     Report of Independent Registered Public Accounting Firm

     Consolidated Statements of Operations for the years ended December 31,
       2005, 2004 and 2003

     Consolidated Balance Sheets at December 31, 2005 and 2004

     Consolidated Statements of Cash Flows for the years ended December 31,
       2005, 2004 and 2003

     Consolidated Statement of Stockholders' Equity (Deficit) and Comprehensive
     Income for the years ended December 31, 2005, 2004 and 2003

     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
    Schedule II - C - Valuation and Qualifying Accounts

3)  EXHIBITS

     2.1Keene 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, toKeene 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.

      3.6  Amended and Restated By-Laws of Reinhold Industries, Inc. on form 8-K
           filed with the Commission on August 31, 2004.

      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.
<PAGE>

      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
           referenceto Page 34 to Keene's (Predecessor Co.) Form 10, dated April
           4, 1990, as amended by Form 8, Exhibit 10(e), dated July 19, 1990. **

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

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

     10.5  Management Agreement between Reinhold Industries, Inc. and Hammond,
           Kennedy, Whitney & Company, Inc. dated May 31, 1999 incorporated by
           reference to Exhibit 10.1 to the Company's Report 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 incorporated by reference to Exhibit 10.2
           to the Company's Report 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 incorporated by
           reference to Exhibit 10.3 to the Company's Report 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  Credit Agreement between Reinhold Industries, Inc., Samuel Bingham
           Enterprises, Inc., NP Aerospace Limited (the "Borrowers") and LaSalle
           Bank National Association dated March 21, 2002 incorporated by
           reference to Exhibit 10.9 to the Company's Report on Form 10-Q filed
           with the Commission on May 9, 2002.
<PAGE>

    10.10  Amended and Restated Reinhold Industries, Inc. Stock Incentive Plan,
           incorporated by reference to Exhibit 4.1 to the Company's
           Registration Statement on Form S-8, filed with the Commission on
           December 1, 2002. **

    10.11  Directors Deferred Stock Plan dated September 30, 2002 incorporated
           by reference to Exhibit 10.11 to the Company's Report on Form 10-K
           filed with the Commission on March 28, 2003. **

    10.12  Asset Purchase Agreement by and among Reinhold Industries, Inc.,
           Samuel Bingham Enterprises, Inc., and Finzer Roller, L.L.C.
           incorporated by reference to Exhibit 2 to the Company's Report
           on Form 8-K filed with the Commission on December 17, 2004.

    10.13  Amended and Restated Credit Agreement dated as of December 8, 2004
           among Reinhold Industries, Inc., NP Aerospace Limited, as borrowers,
           and LaSalle Bank National Association filed on Form 10-K filed with
           the Commission on March 30, 2005.

    10.14  Share Sale Agreement dated as of September 26, 2005 by and among
           Reinhold Industries, Inc. and TCG Guardian 2 Limited incorporated by
           reference to Annex A to the Company's Report on Form DEFM14A filed
           with the Commission on October 21, 2005.

    10.15  First Amendment to Amended and Restated Credit Agreement dated as of
           November 18, 2005 among Reinhold Industries, Inc., as borrower, and
           LaSalle Bank National Association filed herewith.

    13     Certain portions of 2005 Annual Report to Stockholders (with the
           exception of the information incorporated by reference into Items 1,
           5, 6, 7, 7A and 8 of this report, Reinhold's 2005 Annual Report to
           Stockholders is not deemed to be filed as a part of this report)

    21     Subsidiaries of the registrant

           NONE

    23     Consent of Independent Registered Public Accounting Firm

    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
<PAGE>

    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

    ** Management compensation plans and agreements


    (b)  REPORTS ON FORM 8-K

Form 8-K was filed on November 21, 2005 announcing that the Company had
completed the sale of its NP Aerospace Ltd. subsidiary to TCG Guardian 2 an
affiliate of The Carlyle Group, for approximately 30 million pounds sterling in
cash. Also on November 21, 2005, the Company entered into a First Amendment to
its Amended and Restated Credit Agreement, dated December 8, 2004, with LaSalle
Bank National Association and other participating lenders, pursuant to which the
lenders made available to the Company a term loan in the maximum principal
amount of $5.5 million and a revolving loan in the maximum principal amount of
$4.5 million. Also on November 21, 2005, the Company announced that its Board of
Directors declared a special dividend of $6.00 per share to all stockholders of
record on December 16, 2005 payable on January 3, 2006. The special dividend
will be funded by (1) the remaining net proceeds from the sale of NP Aerospace,
and (2) the new credit facility with LaSalle Bank. The Company also announced
that it will discontinue its previous policy of paying regular quarterly
dividends.

Form 8-K was filed on November 14, 2005 announcing the Company's third quarter
2005 financial results.


<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 31, 2006                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 31, 2006
           --------------------------------------
           Michael T. Furry- President and Director
           (Principal Executive Officer)


           /s/ Ralph R. Whitney, Jr.                         March 31, 2006
           ---------------------------------------
           Ralph R. Whitney, Jr.- Chairman


           /s/ Andrew McNally, IV                            March 31, 2006
           -------------------------------------
           Andrew McNally, IV- Director


           /s/ Glenn Scolnik                                 March 31, 2006
           -------------------------------------------
           Glenn Scolnik- Director

<PAGE>



           /s/ Thomas A. Brand                               March 31, 2006
           -----------------------------------------
           Thomas A. Brand- Director


           /s/ Richard A. Place                              March 31, 2006
           -------------------------------------------
           Richard A. Place- Director


           /s/ C. Miles Schmidt, Jr.                         March 31, 2006
           ----------------------------------------
           C. Miles Schmidt, Jr.- Director


           /s/ Richard C. Morrison                           March 31, 2006
           ---------------------------------------
           Richard C. Morrison - Director


           /s/ Matthew C. Hook                               March 31, 2006
           ---------------------------------------
           Matthew C. Hook - Director