UNITED STATES
                       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
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       Date of report (Date of earliest event reported): December 7, 2004

                            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 File Number)   (I.R.S. Employer
of incorporation or organization)                            Identification No.)

12827 East Imperial Highway, Santa Fe Springs, California                 90670
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          (Address of Principal Executive Offices)                    (Zip Code)

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

                                       N/A
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          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

__ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
   230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   (17 CFR 240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b)
   under the Exchange Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
   Act (17 CFR 240.13e-4(c))








ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 8, 2004, the Company and its wholly-owned subsidiary NP Aerospace
Limited entered into an Amended and Restated Credit Agreement with LaSalle Bank
National Association and other participating lenders, pursuant to which the
lenders made available to the borrowers a term loan in the maximum principal
amount of $24.5 million and a revolving loan in the maximum principal amount of
$12 million. The loans will bear interest either (i) at the greater of the
federal funds rate plus 0.5% or the prime rate, or (ii) the LIBOR rate, in
either case plus an applicable margin ranging from zero to 3.00%. The loans have
scheduled payment terms as well as mandatory prepayment events and mature, at
the latest, in five years.

The obligations of the borrowers are secured by liens on substantially all of
their assets and are guaranteed by the Company's Samuel Bingham Enterprises,
Inc., subsidiary, as well as liens on substantially all of its assets.

The loans are available to the Company to pay a special cash distribution
approved by the Board of Directors of the Company on December 7, 2004, for
working capital purposes, for certain capital expenditures and for other general
business purposes.



ITEM 2.03.  CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
            OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

See Item 1.01 above.



ITEM 7.01.  REGULATION FD DISCLOSURE

The following information set forth in this Item 7.01 of this Form 8-K,
including the text of the press release, attached as Exhibit 99 to this Form
8-K, is being furnished to, but not filed with, the SEC.

On December 8, 2004, the Company issued a press release announcing that the
Board of Directors of the Company had approved a special cash distribution of
$11.75 per Class A common share.

A copy of the press release is attached as Exhibit 99 to this Form 8-K.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

         (a)      Not applicable.
         (b)      Not applicable
         (c)      Exhibits

                  99*      Text of the press release of the Registrant, dated
                           December 8, 2004

                  *        Exhibit 99 is being furnished to the Securities and
                           Exchange Commission ("SEC") pursuant to Item 7.01 and
                           shall not be deemed filed with the SEC, nor shall it
                           be deemed incorporated by reference in any filing
                           with the SEC under the Securities Exchange Act of
                           1934 or the Securities Act of 193, whether made
                           before or after the date hereof and irrespective of
                           any general incorporation language in any filings.






                                    SIGNATURE

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

                            REINHOLD INDUSTRIES, INC.


Date:  December 8, 2004         By:   /s/ Brett Meinsen
                               --------------------------
                               Name: Brett Meinsen
                                Title: Treasurer




                                                                    EXHIBIT 99



           REINHOLD INDUSTRIES, INC. ANNOUNCES SPECIAL CASH DIVIDEND

         Santa Fe Springs, CA - Reinhold Industries, Inc. (Nasdaq: RNHDA)
announced today that its Board of Directors has declared a special cash dividend
on shares of its Class A common stock. The cash dividend of $11.75 per share is
payable on December 28, 2004, to all stockholders of record as of the close of
business on December 17, 2004. As of December 3, 2004, approximately 3,251,222
Class A shares were issued and outstanding. The Company will pay the dividend
from its cash on hand and from a new credit facility of approximately $36.5
Million.

         Reinhold Chairman Roy Whitney stated that the "Company believes capital
should be returned to stockholders in the form of the special dividend to
provide liquidity with respect to their shares."

         Mr. Whitney also indicated that, based on the Company's current
projections of 2005 results, the Company intends to continue to pay regular cash
dividends of 50 cents per share per quarter in 2005. However, payment of
dividends in 2005 depends on the Company performing at the level currently
anticipated.

         Reinhold Industries, Inc. is a manufacturer of advanced custom
composite components and sheet molding compounds in the United States and
Europe.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         To the extent the Company makes certain "forward-looking statements" in
this press release, such as statements about future plans, goals and other
events which have not yet occurred, such statements are intended to qualify for
the safe harbors from liability provided by the Private Securities Litigation
Reform Act of 1995. Forward-looking statements can generally be identified
because they include words such as the Company "believes," "anticipates,"
"expects" or words of similar import. These forward-looking statements involve
risks and uncertainties and the actual results could differ materially from
those discussed in the forward-looking statements. These risks and uncertainties
include, without limitation, risks associated with levels of U.S. and foreign
military spending, currency fluctuations, completion of the Company's intended
sale of its Bingham business unit and the financial condition of the airline
industry. You should consider these risks and factors and the impact they may
have when you evaluate these forward-looking statements. These statements are
based only on the Company's knowledge and expectations on the date of this press
release. The Company disclaims any duty to update these statements or other
information in this press release based on future events or circumstances.