UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report: May 21, 1999



                                                                         
Reinhold Industries, Inc.
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Delaware                               0-18434                                 13-2596288
State of Incorporation                 Commission File Number                  IRS Identification Number


12827 East Imperial Highway
Santa Fe Springs, CA 90670

Registrant's telephone number,
including area code: (562) 944-3281
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Item 1.  Change in Control.

     On May 21,  1999,  pursuant to a Stock  Purchase  Agreement,  dated May 18,
1999,  between Keene  Creditors  Trust (the  "Trust"),  the holder of all of the
outstanding shares of the Class B Common Stock of Reinhold Industries, Inc. (the
"Company") and Reinhold  Enterprises,  Inc., a newly formed Indiana  corporation
("REI"),  the Trust sold  997,475  shares of Class B Common Stock owned by it to
certain  purchasers  designated by REI (the "Purchasers") at a purchase price of
$9.00 per share. These shares represent  approximately  49.9% of the outstanding
common  stock  of  the  Company.   Pursuant  to  the  Company's  Certificate  of
Incorporation,  upon  consummation  of the sale of the shares to the Purchasers,
all of the outstanding  shares of Class B Common Stock (including those retained
by the Trust) were automatically  converted into shares of Class A Common Stock,
and at the next  meeting  of the  stockholders  of the  Company  called for that
purpose,  the holders of the Class A Common  Stock,  voting as a class,  will be
entitled to elect all of the  directors of the Company.  Prior to the sale,  the
Trust,  as the holder of all of the Class B Common Stock,  was entitled to elect
two  directors,  and the  holders of the Class A Common  Stock were  entitled to
elect one director.

     The purchasers  designated by REI are  Massachusetts  Mutual Life Insurance
Company,  MassMutual  High Yield  Partners II LLC,  MassMutual  Corporate  Value
Partners Limited, Ralph R. Whitney, Jr., Glenn Scolnik, Forrest E. Crisman, Jr.,
Andrew McNally, IV, Ward S. McNally, Andrew Management IV, L.P., BJR Management,
L.P. and ECM Management, L.P. (collectively, the "Purchasers"). Messrs. Whitney,
Scolnik,  Crisman,  A.  McNally and W.  McNally are  directors  and  officers of
Hammond Kennedy Whitney & Company,  Inc., a private equity firm ("HKW"). Each of
the  Purchasers  paid for the shares  purchased  using his or its own  available
funds.

     The sale of shares  to the  Purchasers  constitutes  an  "ownership  shift"
within the  meaning of Section  382 of the  Internal  Revenue  Code of 1986,  as
amended.  Section 382 limits the utilization of net operating loss carryforwards
upon certain  accumulations of stock of corporate issuers.  Additional purchases
of shares by the  Purchasers  prior to May 22,  2002,  or purchases of shares by
other shareholders that result in those shareholders  owning more than 5% of the
outstanding  Common Stock of the Company  prior to May 22,  2002,  may result in
significant  limitations  on the Company's  ability to utilize its net operating
loss carryforwards to offset its future income for federal income tax purposes.

     The  Stock  Purchase  Agreement  provides  that it was a  condition  to the
closing  of the sale of the  shares  that  Lawrence  H.  Diamond  and  Robert B.
Steinberg,  the members of the Board of  Directors  elected by the Trust (as the
sole holder of Class B Common Stock), resign as directors.  Messrs.  Diamond and
Steinberg  resigned as  directors  on May 21,  1999.  On June 3, 1999,  Ralph R.
Whitney,  Jr. and Andrew  McNally IV were  appointed by the remaining  director,
Michael T. Furry, as successor directors.  The Board of Directors of the Company
now consists of: Michael T. Furry, Ralph R. Whitney, Jr., and Andrew McNally IV.


Item 7. Financial Statements and Exhibits.

     (a) Not applicable.

     (b) Not applicable.

     (c) No exhibits are required to be filed with this report.





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 hereunto duly authorized.

                            REINHOLD INDUSTRIES, INC.
                            (Registrant)




                            By: /s/ Michael T. Furry
                               -------------------------------------
                                Michael T. Furry
                                President
                                June 4, 1999










REINHOLD INDUSTRIES, INC.
FORM 8-K
EXHIBIT INDEX




                                                                          

Exhibit                    Description                                          Page

None