SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                                 CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 Date of Report (Date of earliest event reported)   March 27, 2001

                            REINHOLD INDUSTRIES,INC.
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             (Exact name of registrant as specified in its charter)



     DELAWARE                     0-18434             13-2596288
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(State or other jurisdiction     (Commission       (IRS Employer
of incorporation)                 File Number)      Identification No.)



12827 EAST IMPERIAL HWY., SANTA FE SPRINGS, CA                90670
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(Address of principal executive offices)                    (Zip Code)



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



                                      N/A

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       (Former name or former address, if changed since last report.)



Item 5.  Other Events

On December 3, 1993,  Keene filed a voluntary  petition for relief under chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court. Keene's chapter
11  filing  came as a direct  result of the  demands  on Keene of  thousands  of
asbestos-related  lawsuits  that named  Keene as a party.  On July 31, 1996 (the
"Effective Date"),  Keene consummated its Fourth Amended Plan of Reorganization,
as modified,  under the  Bankruptcy  Code (the "Plan").  On the Effective  Date,
Reinhold  was merged  into and with Keene,  with Keene  becoming  the  surviving
corporation.  Keene,  as the surviving  corporation  of the merger,  was renamed
Reinhold Industries, Inc.

On the  Effective  Date,  pursuant to the Plan,  the Company  issued its Class B
Common  Stock and  transferred  certain  assets to the  Trustees of a Creditors'
Trust (the "Trust"),  which was established under the Plan to administer Keene's
asbestos liabilities. The value of the assets transferred to the Trust created a
loss carry forward which could be used to offset future Federal and State income
tax liability.

Pursuant to the  guidelines  provided by the  American  Institute  of  Certified
Public  Accountants  in  Statement  of Position  90-7  "Financial  Reporting  by
Entities in  Reorganization  under the Bankruptcy  Code" (SOP 90-7), the Company
adopted fresh start reporting as of the close of business on July 31, 1996.

In  accordance  with SOP  90-7,  tax  benefits  from  loss  carry  forwards  and
deductible temporary  differences arising prior to the Company's  reorganization
(emergence from bankruptcy  proceedings) are to be recorded as a direct addition
to paid-in  capital.  The Company applied such benefits as a reduction of income
tax expense for the years ended December 31, 1996 through  December 31, 1999 and
for the three month  periods  ending March 31, 1999 and 2000,  June 30, 1999 and
2000, and September 30, 1999 and 2000, respectively.

Accordingly, the Company will restate its reported results of operations for the
periods  effected to reflect the proper  accounting  treatment  for tax benefits
relative  to the  utilization  of  loss  carry  forwards  arising  prior  to the
Effective  Date.  The  effect of this  restatement  is to reduce  net income and
earnings per share as follows (in thousands, except per share data):






                                      Net Income       Net Income        Diluted EPS      Diluted EPS
                                     As Reported      As Restated        As Reported      As Restated
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Year Ended December 31, 1996            $ (2,198)        $ (2,353)               N/A              N/A

Year Ended December 31, 1997               1,647            1,004             $ 0.82           $ 0.50

Year Ended December 31, 1998               2,138            1,435               1.07             0.72

Year Ended December 31, 1999               5,041            3,570               2.51             1.78

Three Months Ended:
  March 31, 1999                           1,109              767               0.55             0.38
  March 31, 2000                           1,108              802               0.55             0.39

Three Months Ended:
  June 30, 1999                            1,363              952               0.62             0.43
  June 30, 2000                            1,371              941               0.61             0.42

Three Months Ended:
  September 30, 1999                       1,665            1,219               0.75             0.55
  September 30, 2000                       1,078              714               0.48             0.32



This retroactive  adjustment does not change net stockholders' equity for any of
the  above  periods  as the  reduction  in  retained  earnings  is  offset by an
equivalent increase in additional paid-in capital.  Additionally,  the Company's
Federal and State income tax liability does not change.

From 1993 through 1995, the Company recorded liabilities  aggregating $1,565,000
for estimated costs related to a proposed plant  relocation.  The recognition of
these  liabilities did not meet the  requirements  of EITF No. 94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity."  Accordingly,  the Company has recorded  adjustments to retroactively
reverse these  liabilities  in the period ended December 31, 1995. The effect of
these  retroactive  adjustments  is to increase  additional  paid-in  capital by
$1,565,000 as of January 1, 1996 and for each subsequent and previously reported
financial  statement  date.  These  retroactive  adjustments  do not  impact the
results of operations of the Company for financial  reporting periods subsequent
to December 31, 1995.



                                   SIGNATURES

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

                                    REINHOLD INDUSTRIES, INC.


Date:  March 27, 2001               By: /s/ BRETT R. MEINSEN

                                    Brett R. Meinsen
                                    Vice President -  Finance and Administration