As filed with the Securities and Exchange Commission on December 2, 2002
                                                     Registration No. 333-39925

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

 Delaware                                                       13-2596288
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(State or other jurisdiction                              (I.R.S. Employer
   of incorporation)                                       Identification No.)

12827 East Imperial Hwy, Santa Fe Springs, CA                       90670
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(Address of principal executive offices)                        (Zip code)

                 AMENDED AND RESTATED REINHOLD INDUSTRIES, INC.
                              STOCK INCENTIVE PLAN
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                            (Full title of the plan)

                                Brett R. Meinsen
                     Vice President, Secretary and Treasurer
                            Reinhold Industries, Inc.
                             12827 East Imperial Hwy
                           Santa Fe Springs, CA 90670
                                (562) 944 - 3281
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           (Name, address, and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                          Proposed       Proposed
                                          maximum        maximum
                           Amount         offering       aggregate     Amount of
Title of securities        to be          price per      offering   registration
to be registered           registered     share (1)      price (1)        fee
--------------------------------------------------------------------------------
Class A Common Stock,       132,700
 $.01 par value per share    shares       $8.05          $1,068,235       $98.28
--------------------------------------------------------------------------------

(1)      Estimated  solely for the  purpose  of  calculating  registration  fee
         on the basis of the price at which the  options  may be exercised.


<PAGE>


EXHIBIT INDEX

Exhibit
Number                          Exhibit
 4.1       Reinhold Industries, Inc. Amended and Restated Stock Incentive Plan
           (filed herewith).

 5.1       Opinion of Sommer Barnard Ackerson (filed herewith).

23.1       Consent of Sommer Barnard Ackerson (contained in Exhibit 5.1).


23.2       Consent of Independent Auditors - Ernst & Young LLP (filed herewith).


23.3       Consent of Independent Auditors - KPMG LLP (filed herewith).

24.1       Power of Attorney (included on signature page).


<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS



 The document(s) containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1) promulgated under the
Securities Act. Such documents need not be filed with the Securities and
Exchange Commission (the "Commission").

<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE


The following documents, which we have previously filed with the Securities and
Exchange Commission, are incorporated herein by reference and made a part
hereof:


         (a)      Our Annual Report (Form 10-K) for the year ended December 31,
                  2001, filed with the Securities and Exchange Commission on
                  March 29, 2002.
         (b)      Our quarterly reports on Form 10-Q for the fiscal quarters
                  ended March 31, 2002, June 30, 2002 and September 30, 2002
                  filed with the Securities and Exchange Commission on May 9,
                  2002, August 7, 2002 and November 6, 2002, respectively.
         (c)      Our current report on Form 8-K filed with the Securities and
                  Exchange Commission on May 21, 2002.
         (d)      The  description  of the  Company's  Capital  Stock  contained
                  in Article IV of the  Company's  Amended and Restated
                  Certificate of Incorporation filed with the Commission on June
                  28, 1996 as part of the Company's 8-K, Exhibit 99(a), Exhibit
                  A to the Keene Corporation Fourth Amended Plan of
                  Reorganization, together with all amendments or reports filed
                  for the purpose of updating such description to the extent of
                  such updating.
         (e)      The Registration  Statement on Form S-8, No. 333-39925 filed
                  with the Securities and Exchange  Commission on November 10,
                  1997 is incorporated in this Registration Statement by
                  reference.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities hereby offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
respective dates of filing of such reports and documents.




<PAGE>


                                                                     EXHIBIT 4.1

                            REINHOLD INDUSTRIES, INC.
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN

                                   ARTICLE ONE
                                     GENERAL

1.1      PURPOSE OF THE PLAN

         A. This Amended and Restated Stock Incentive Plan (the "Plan") is
intended to promote the interests of Reinhold Industries, Inc., a Delaware
corporation (the "Corporation"), by attracting and retaining talented personnel
by providing eligible individuals with the opportunity to acquire a proprietary
interest, or otherwise increase a proprietary interest, in the Corporation as an
incentive for them to remain in the service of the Corporation (or its Parent or
Subsidiaries).

         B. The Plan shall become  effective  upon the effective date of the
adoption of the Plan by the  Corporation's  Board of Directors, subject to
shareholder approval.  Such date is hereby designated the "Plan Effective Date."

1.2      DEFINITIONS

         For purposes of the Plan, the following definitions shall be in effect:

         1933 Act:  the Securities Act of 1933, as amended from time to time.
         --------

         1934 Act:  the Securities Exchange Act of 1934, as amended from time to
         --------   time.

         Board:  the Corporation's Board of Directors.
         -----

         Code:  the Internal Revenue Code of 1986, as amended.
         ----

         Common Stock:  shares of the Corporation's common stock.
         ------------

         Disability: the inability of an individual to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which is expected to result in death or has lasted or can be expected
to last for a continuous period of not less than twelve (12) months. The Plan
Administrator has the discretion to determine whether an individual is disabled
and that determination will be binding and conclusive.

         Domestic Relations Order: any judgment, decree or order (including
approval of a property settlement agreement) which provides or otherwise
conveys, pursuant to applicable State domestic relations laws (including
community property laws), marital property rights to any spouse or former spouse
of the Optionee.

         Employee: an individual who performs services while in the employ of
the Corporation or one or more Parent or Subsidiaries, subject to the control
and direction of the employer entity not only as to the work to be performed but
also as to the manner and method of performance. An Employee will not cease to
be an Employee in the case of any Corporation-approved leave of absence.
<PAGE>

         Exercise Date:  the date on which the Corporation shall have received
         -------------   written notice of the option exercise.

         Fair Market Value: the Fair Market Value per share of Common Stock
shall be the closing selling price per share on the date in question, as such
price is reported by the National Association of Securities Dealers on the
Nasdaq National Market. If there is no reported closing selling price for the
Common Stock on the date in question, then the closing selling price on the last
preceding date for which such quotation exists shall be determinative of Fair
Market Value.

         Incentive Option:  a stock option that satisfies the requirements of
         ----------------   Code Section 422.

         Non-Statutory Option:  a stock option that does not meet the
         --------------------   requirements of Code Section 422.

         Optionee:  a person to whom an option is granted under the
         --------   Discretionary Option Grant.


         Parent: Any corporation or other legal entity (other than the
Corporation) in an unbroken chain of corporations or other legal entities ending
with the Corporation shall be considered to be a parent of the Corporation,
provided each such corporation or other legal entity in the unbroken chain
(other than the Corporation) owns, at the time of the determination, securities
possessing fifty percent (50%) or more of the total combined voting power of all
classes of securities in one of the other corporations or other legal entities
in such chain.

         Plan Administrator: means a committee of two (2) or more Board members
appointed by the Board to administer the Plan. If no committee is appointed, the
Board will serve as the Committee. The composition of the Committee is intended
to satisfy Code section 162(m) and Rule 16b-3 promulgated under the 1934 Act, if
applicable.

         Qualified Domestic Relations Order: a Domestic Relations Order that
substantially complies with the requirements of Code Section 414(p). The Plan
Administrator shall have the sole discretion to determine whether a Domestic
Relations Order is a Qualified Domestic Relations Order.

         Service:  the  performance  of  services  for the  Corporation  (or any
         -------   Parent or  Subsidiary)  on a  continuous  basis as an
                   Employee, except to the extent otherwise specifically
                   provided in the applicable stock option.

         Subsidiary: each corporation or other legal entity (other than the
Corporation) in an unbroken chain of corporations or other legal entities
beginning with the Corporation shall be considered to be a subsidiary of the
Corporation, provided each such corporation or other legal entity (other than
the last corporation or other legal entity) in the unbroken chain owns, at the
time of the determination, securities possessing fifty percent (50%) or more of
the total combined voting power of all classes of securities in one of the other
corporations or other legal entities in such chain.
<PAGE>

         10% Shareholder: the owner of stock (as determined under Code Section
424(d)) possessing ten percent (10%) or more of the total combined voting power
of all classes of stock of the Corporation or any parent corporation or
subsidiary corporation, as each of those terms is defined in Code Section 424(e)
and 424(f), respectively.

1.3      ADMINISTRATION OF THE PLAN

         A. The Plan shall be administered solely and exclusively by the Plan
Administrator.

         B. Members of the  Committee  shall  serve for such  period of time as
the Board may  determine  and shall be subject to removal by the Board at any
time.

         C. The Plan Administrator shall have power and discretionary authority
(subject to the provisions of the Plan) to establish rules and regulations for
the proper administration of the Plan and to make such determinations under, and
issue such interpretations of, the provisions of such programs and any
outstanding option grants thereunder as it may deem necessary or advisable.
Decisions of the Plan Administrator shall be final and binding on all parties
who have an interest in the Plan or any outstanding option granted thereunder.

1.4      OPTION GRANTS

         A. The persons  eligible to participate in the Plan shall be limited to
officers and other  Employees of the Corporation (or its Parent or
Subsidiaries); and

         B. Except as limited by the provisions of this Plan, the Code or other
applicable law, the Plan Administrator shall have power and discretionary
authority to determine with respect to the option grants, which eligible
individuals are to receive option grants, the time or times when such options
are to be granted, the number of shares to be covered by each such grant, the
status of the granted option as either an Incentive Option or a Non-Statutory
Option, the time or times at which each granted option is to become exercisable
and the maximum term for which the option may remain outstanding.

1.5      STOCK SUBJECT TO THE PLAN

         A. Shares of Common Stock shall be available for issuance under the
Plan and shall be drawn from either the Corporation's authorized but unissued
shares of Common Stock or from reacquired shares of Common Stock, including
shares repurchased by the Corporation on the open market. The maximum number of
shares of Common Stock that may be issued over the term of the Plan shall not
exceed two hundred sixty-five thousand eight hundred (265,800) shares, subject
to adjustment from time to time in accordance with the provisions of this
Section 1.5.

         B. In no event shall the aggregate number of shares of Common Stock for
which any one individual participating in the Plan may be granted stock options
exceed sixty thousand (60,000) shares per calendar year.

         C. Should one or more outstanding options under this Plan expire or
terminate for any reason prior to exercise in full, then the shares subject to
the portion of each option not so exercised shall be available for subsequent
option grants under the Plan. In addition, should the exercise price of an
outstanding option under the Plan be paid with shares of Common Stock or should
shares of Common Stock otherwise issuable under the Plan be withheld by the
Corporation in satisfaction of the withholding taxes incurred in connection with
the exercise of an outstanding option under the Plan, then the number of shares
of Common Stock available for issuance under the Plan shall be reduced by the
gross number of shares for which the option is exercised, and not by the net
number of shares of Common Stock actually issued to the holder of such option.
<PAGE>

         D. Should any change be made to the Common Stock issuable under the
Plan by reason of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, then
appropriate adjustments shall be made to (i) the maximum number and/or class of
securities issuable under the Plan, (ii) the maximum number and/or class of
securities for which any one individual participating in the Plan may be granted
stock options in the aggregate per calendar year and (iii) the number and/or
class of securities and price per share in effect under each option outstanding
under the Plan.

                                   ARTICLE TWO
                                  OPTION GRANTS

2.1      TERMS AND CONDITIONS OF OPTIONS

         Options granted pursuant to the Plan shall be authorized by action of
the Plan Administrator and may, at the Plan Administrator's discretion, be
either Incentive Options or Non-Statutory Options. Each granted option shall be
evidenced by one or more instruments in the form approved by the Plan
Administrator; provided however, that each such instrument shall comply with the
terms and conditions specified below. Each instrument evidencing an Incentive
Option shall, in addition, be subject to the applicable provisions of Section
2.2.

         A.       Exercise Price.
                  --------------

                  (1) The Plan Administrator shall fix the exercise price per
                      share in accordance with the following provisions:

                           (i) The exercise price per share of Common Stock
                  subject to an Incentive Option shall in no event be less than
                  one hundred percent (100%) of the Fair Market Value of such
                  Common Stock on the grant date.

                           (ii) The Plan Administrator shall fix the exercise
                  price per share of Common Stock subject to a Non-Statutory
                  Option.

                           (iii) If the individual to whom the option is granted
                  is a 10% Shareholder, then the exercise price per share shall
                  not be less than one hundred ten percent (110%) of the Fair
                  Market Value per share of Common Stock on the grant date.

                  (2) The exercise price shall become immediately due upon
                      exercise of the option and shall, subject to the
                      provisions of Section 4.1, be payable in cash or check
                      made payable to the Corporation. The exercise price may
                      also be paid as follows:


<PAGE>

                           (i) in shares of Common Stock held by the Optionee
                  for the requisite period necessary to avoid a charge to the
                  Corporation's earnings for financial reporting purposes and
                  valued at Fair Market Value on the Exercise Date, or

                           (ii) through a special sale and remittance procedure
                  pursuant to which the Optionee shall concurrently provide
                  irrevocable written instructions (a) to a
                  Corporation-designated brokerage firm to effect the immediate
                  sale of all or a portion of the purchased shares and remit to
                  the Corporation, out of the sale proceeds available on the
                  settlement date, sufficient funds to cover the aggregate
                  exercise price payable for all of the shares being purchased
                  pursuant to this special sale and remittance procedure plus
                  all applicable Federal, state and local income and employment
                  taxes required to be withheld by the Corporation by reason of
                  such purchase and sale, and (b) to the Corporation to deliver
                  the certificates for the shares to be sold directly to such
                  brokerage firm to complete the sale transaction.

                  (3) Except to the extent such sale and remittance procedure is
                      utilized, payment of the exercise price for the purchased
                      shares must be made on the Exercise Date.

         B. Term and Exercise of Options. Each option granted under this Plan
shall be exercisable at such time or times and during such period as is
determined by the Plan Administrator and set forth in the instrument evidencing
the grant. No such option, however, shall have a maximum term in excess of ten
(10) years from the grant date.

         During the lifetime of the Optionee, the option shall be exercisable
only by the Optionee and shall not be assignable or transferable by the Optionee
other than by will or by the laws of descent and distribution following the
Optionee's death. However, a Non-Statutory Option may be assigned in accordance
with the terms of a Qualified Domestic Relations Order. The assigned option may
only be exercised by the person or persons who acquire a proprietary interest in
the option pursuant to such Qualified Domestic Relations Order. The terms
applicable to the assigned option (or portion thereof) shall be the same as
those in effect for the option immediately prior to such assignment and shall be
set forth in such documents issued to the assignee as the Plan Administrator may
deem appropriate.

         C.       Exercise Period.
                  ---------------

                  (1) Except to the extent otherwise provided pursuant to
         subsection C(2) below, the following provisions shall govern the
         exercise period applicable to any options held by the Optionee:

                           (i) Should the Optionee cease to remain in Service
                  for any reason other than Disability, death or a termination
                  of employment for cause, then the period during which each
                  outstanding option held by such Optionee is to remain
                  exercisable shall be limited to the three (3)-month period
                  following the date of such cessation of Service.

                           (ii) Should the Optionee cease to remain in Service
                  by reason of Disability, then the period during which each
                  outstanding option held by the Optionee is to remain
                  exercisable shall be limited to the twelve (12)-month period
                  following the date of such cessation of Service.
<PAGE>

                           (iii) Should the Optionee cease to remain in Service
                  by reason of death of the Optionee, then the period during
                  which each option held by the Optionee is to remain
                  exercisable shall be limited to the twelve (12)-month period
                  following the date of the Optionee's death. During such
                  period, the option may be exercised by the personal
                  representative of the Optionee's estate or by the person or
                  persons to whom the option is transferred pursuant to the
                  Optionee's will or in accordance with the laws of descent and
                  distribution.

                           (iv) If an Optionee ceases to remain in service by
                  reason of a termination of Service for cause, then all
                  outstanding options held by the Optionee shall terminate
                  immediately and cease to be outstanding. The Plan
                  Administrator shall determine whether a termination is for
                  cause, and its determination shall be binding and conclusive.
                  To the extent the Optionee's Service with the Corporation is
                  governed by a written agreement with the Corporation at the
                  time of the Optionee's termination, the Plan Administrator
                  shall use the definition of "cause" set forth in such
                  agreement for purposes of making such determination.

                           (v) Under no circumstances, however, shall any such
                  option be exercisable after the specified expiration date of
                  the option term.

                           (vi) Subject to subsection C(2) below, during the
                  applicable exercise period, an option may not be exercised in
                  the aggregate for more than the number of vested option shares
                  for which the option is exercisable on the date of the
                  Optionee's cessation of Service. Upon the expiration of' the
                  applicable exercise period or (if earlier) upon the expiration
                  of the option term, the option shall terminate and cease to be
                  exercisable for any vested option shares for which the option
                  has not been exercised. Except to the extent otherwise
                  provided in this Plan or in an option grant as permitted by
                  this Plan, an option shall, immediately upon the Optionee's
                  cessation of Service for any reason, terminate and cease to be
                  outstanding with respect to any shares for which the option is
                  not then exercisable or in which the Optionee is not otherwise
                  at that time vested.

                  (2) To the extent permitted by the Code, the Plan
         Administrator shall have the power and discretionary authority,
         exercisable either at the time the option is granted or at any time
         while the option remains outstanding:

                           (i) to extend the period of time for which the option
                  is to remain exercisable following the Optionee's cessation of
                  Service from the limited period in effect under subsection
                  C(1) of this Section 2.1 to such greater period of time as the
                  Plan Administrator shall deem appropriate; provided, that in
                  no event shall such option be exercisable after the specified
                  expiration date of the option term; and/or

                           (ii) to permit one or more options held by the
                  Optionee to be exercised, during the limited exercise period
                  applicable under this paragraph C, not only with respect to
                  the number of shares of Common Stock for which each such
                  option is vested and exercisable at the time of the Optionee's
                  cessation of Service but also with respect to some or all of
                  the additional shares of Common Stock for which the option
                  would have otherwise become vested and exercisable had such
                  cessation of Service not occurred.
<PAGE>

         D.       Shareholder  Rights.  An Optionee shall have no  shareholder
                  -------------------   rights with respect to any shares
                                        covered by the option until such
                                        individual has exercised the option,
                                        paid the exercise price and become the
                                        holder of record of the purchased
                                        shares.

2.2.     INCENTIVE OPTIONS

         Under the Code, Incentive Options may only be granted to Employees of
the Corporation or a parent corporation or subsidiary corporation as each of
those terms is defined in Code Section 424(e) and 424(f), respectively, and must
comply with Code Section 422, including the terms and conditions specified
below. Except as modified by the provisions of this Section 2.2, all of the
provisions of Articles One, Two and Four shall be applicable to Incentive
Options. Non-Statutory Options shall not be subject to the terms and conditions
of this Section 2.2

         A. Dollar Limitation. The aggregate Fair Market Value (determined as of
the respective date or dates of grant) of the Common Stock for which one or more
options granted to any Employee under this Plan (or any other option plan of the
Corporation or its parent corporation or subsidiary corporation, as each of
those terms is defined in Code Section 424(e) and 424(f), respectively) may for
the first time become exercisable as incentive stock options under the Code
during any one calendar year shall not exceed the sum of One Hundred Thousand
Dollars ($100,000). Should the number of shares of Common Stock for which any
Incentive Option(s) first become(s) exercisable in any calendar year exceed the
applicable One Hundred Thousand Dollar ($100,000) limitation, then the option(s)
may nevertheless be exercised in the same or a later calendar year for the
excess number of shares as a Non-Statutory Option under the Code. To the extent
the Employee holds two (2) or more such options, which become exercisable for
the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options under the Code shall be
applied to the options in the order in which such options were granted.

         B.       10%  Shareholder.  If any  individual to whom an Incentive
                  ----------------   Option is granted is a 10%  Shareholder,
                                     then the option term shall not exceed five
                                    (5) years measured from the grant date.

<PAGE>

                                  ARTICLE THREE
                                  MISCELLANEOUS


3.1      LOANS OR INSTALLMENT PAYMENTS

         A. The Plan Administrator may, in its discretion, assist any Optionee
(including an Optionee who is an officer of the Corporation) in the exercise of
one or more options granted to such Optionee under the Plan, including the
satisfaction of any Federal, state and local income and employment tax
obligations arising therefrom, by (i) authorizing the extension of a loan from
the Corporation to such Optionee or (ii) permitting the Optionee to pay the
exercise price or purchase price for the purchased Common Stock in installments
over a period of years. The terms of any loan or installment method of payment
(including the interest rate and terms of repayment) shall be upon such terms as
the Plan Administrator specifies in the applicable option agreement or otherwise
deems appropriate at the time such exercise price or purchase price becomes due
and payable. Loans or installment payments may be authorized with or without
security or collateral. In all events, the maximum credit available to the
Optionee may not exceed the option price of the acquired shares plus any
Federal, state and local income and employment tax liability incurred by the
Optionee in connection with the acquisition of such shares.

         B. The Plan Administrator may, in its discretion, determine that one or
more loans extended under this financial assistance program shall be subject to
forgiveness in whole or in part upon such terms and conditions as the Plan
Administrator may deem appropriate.

3.2      AMENDMENT OF THE PLAN AND AWARDS

         A. The Board has complete and exclusive power and authority to amend or
modify the Plan (or any component thereof) in any or all respects whatsoever.
However, no such amendment or modification shall adversely affect rights and
obligations with respect to options at the time outstanding under the Plan,
unless the Optionee consents to such amendment. In addition, the Board may not,
without the approval of the Corporation's shareholders, amend the Plan to (i)
materially increase the maximum number of shares issuable under the Plan or the
maximum number of shares for which any one individual participating in the Plan
may be granted stock options in the aggregate per calendar year, except for
permissible adjustments under Section 1.5.C, (ii) materially modify the
eligibility requirements for Plan participation or (iii) materially increase the
benefits accruing to Optionees.

         B. Options to purchase shares of Common Stock may be granted under the
Plan in excess of the number of shares then available for issuance under the
Plan, provided any excess shares actually issued under the Plan are held in
escrow until shareholder approval is obtained for a sufficient increase in the
number of shares available for issuance under the Plan. If such shareholder
approval is not obtained within twelve (12) months after the date the first such
excess option grants are made, then (i) any and all options to purchase excess
shares shall terminate and (ii) any and all excess shares issued shall be
surrendered to the Corporation for cancellation and the Corporation shall
promptly refund any purchase price paid for any excess shares, together with
interest (at the applicable Short Term Federal Rate) for the period the shares
were held in escrow.
<PAGE>

3.3      TAX WITHHOLDING

         A. The Corporation's obligation to deliver shares of Common Stock upon
the exercise of stock options for such shares under the Plan shall be subject to
the satisfaction of all applicable Federal, state and local income tax and
employment tax withholding requirements.

         B. The Plan Administrator may, in its discretion and in accordance with
the provisions of this Section 3.3 and such supplemental rules as the Plan
Administrator may from time to time adopt (including the applicable safe-harbor
provisions of Rule 16b-3 promulgated under the 1934 Act) provide any or all
holders of Non-Statutory Options under the Plan with the right to use shares of
Common Stock in satisfaction of all or part of the Federal, state and local
income and employment tax liabilities incurred by such holders in connection
with the exercise of their options (the "Taxes"). Such right may be provided to
any such holder in either or both of the following formats:

                  (1) The holder of the Non-Statutory Option may be provided
         with the election to have the Corporation withhold, from the shares of
         Common Stock otherwise issuable upon the exercise of such Non-Statutory
         Option, a portion of those shares with an aggregate Fair Market Value
         equal to the percentage of the applicable Taxes (not to exceed one
         hundred percent (100%)) designated by the holder.

                  (2) The Plan Administrator may, in its discretion, provide the
         holder of the Non-Statutory Option with the election to deliver to the
         Corporation, at the time the Non-Statutory Option is exercised, one or
         more shares of Common Stock previously acquired by such individual
         (other than in connection with the option exercise or share vesting
         triggering the Taxes) with an aggregate Fair Market Value equal to the
         percentage of the Taxes incurred in connection with such option
         exercise or share vesting (not to exceed one hundred percent (100%))
         designated by the holder.

3.4      EFFECTIVE DATE AND TERM OF PLAN

         A. The Plan Effective Date is September 30, 2002, subject to
shareholder approval. If the Corporation's shareholders do not approve the Plan
by July 31, 2003, the Plan shall terminate and all options shall terminate and
cease to remain outstanding, and no further stock option grants shall be made
under the Plan. If the Plan is amended and such amendment requires shareholder
approval, no stock options granted under the Plan shall become exercisable
unless and until the amended Plan is approved by the Corporation's shareholders
within twelve (12) months after such effective date of such amendment. Should
such shareholder approval not be obtained, then all stock options made under the
amended Plan shall terminate and cease to remain outstanding, and no further
stock option grants shall be made under the amended Plan.

         B. The Plan shall terminate upon the earlier of (i) September 30, 2012
or (ii) the date on which all shares available for issuance under the Plan shall
have been issued pursuant to the exercise of the options granted under the Plan.
If the date of termination is determined under clause (i) above, then all option
grants outstanding on such date shall thereafter continue to have force and
effect in accordance with the provisions of the instruments evidencing such
grants.
<PAGE>

3.5      REGULATORY APPROVALS

         The implementation of the Plan, the granting of any option under the
Plan and the issuance of Common Stock upon the exercise of the option grants
made hereunder shall be subject to the Corporation's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the options granted under it, and the Common Stock issued
pursuant to it.


3.6      USE OF PROCEEDS

         Any cash proceeds received by the Corporation from the sale of shares
pursuant to option grants under the Plan shall be used for general corporate
purposes.

3.7      NO EMPLOYMENT/SERVICE RIGHTS

         Neither the action of the Corporation in establishing the Plan, nor any
action taken by the Plan Administrator hereunder, nor any provision of the Plan
shall be construed so as to grant any individual the right to remain in the
employ or Service of the Corporation (or any Parent or Subsidiary) for any
period of specific duration, and the Corporation (or any Parent or Subsidiary
retaining the services of such individual) may terminate such individual's
employment or Service at any time and for any reason, with or without cause.

3.8      MISCELLANEOUS PROVISIONS

         A. Except as otherwise  expressly  provided  under the Plan, the right
to acquire Common Stock or other assets under the Plan may not be assigned,
encumbered or otherwise transferred by any Optionee.

         B. The provisions of the Plan relating to the exercise of options shall
be governed by the laws of the State of Indiana as such laws are applied to
contracts entered into and performed in such State.

         C. The provisions of the Plan shall inure to the benefit of, and be
binding upon, the Corporation and its successors or assigns and the Optionees,
the legal representatives of their respective estates, their respective heirs or
legatees and their permitted assignees.



<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto to duly authorized, in the City of Santa Fe Springs,
State of California on November 27, 2002.

                              REINHOLD INDUSTRIES, INC.

                              By: /s/ Brett R. Meinsen
                                      Brett R. Meinsen
                                      Vice President-Finance and Administration
                                      Treasurer and Secretary
                                      (Chief Financial Officer)


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement and power of attorney have been signed by the
following persons in the capacities and in the dates indicated.

         By his signature, each of the following persons authorizes Brett R.
Meinsen and Michael T. Furry or any of them, with full power of substitution, to
execute in his name and on his behalf, and to file any amendments (including,
without limitation, post-effective amendments) to this Registration Statement
necessary or advisable in the opinion of any of them to enable the Company to
comply with the Securities Act, and any rules, regulations and requirements of
the Commission thereunder, in connection with the registration of the additional
securities which are the subject of this Registration Statement.


Date: December 2, 2002                                 /s/ Michael T. Furry
                                                       -------------------------
                                                       Michael T. Furry
                                                       President and Director
                                                       Chief Executive Officer

                                                       /s/ Ralph R. Whitney, Jr.
                                                       -------------------------
                                                       Ralph R. Whitney. Jr.,
                                                       - Chairman


                                                       /s/ Andrew S. McNally IV
                                                       -------------------------
                                                       Andrew S. McNally, IV
                                                       - Director


                                                       /s/ Glenn Scolnik
                                                       -------------------------
                                                       Glenn Scolnik
                                                       - Director


                                                       /s/ Thomas A. Brand
                                                       -------------------------
                                                       Thomas A. Brand
                                                       - Director


                                                       /s/ Richard A. Place
                                                       -------------------------
                                                       Richard A. Place
                                                       - Director
[{"type": "S-8", "sequence": "1", "filename": "s8file.txt", "description": "AMENDED STOCK OPTION PLAN", "secsgml_size_bytes": 41743}]
{"company-data": {"conformed-name": "REINHOLD INDUSTRIES INC/DE/", "cik": "0000862255", "assigned-sic": "3728", "irs-number": "132596288", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101589", "film-number": "02845454"}, "business-address": {"street1": "12827 EAST IMPERIAL HWY", "city": "SANTA FE SPRINGS", "state": "CA", "zip": "90670-4713", "phone": "5629443281"}, "mail-address": {"street1": "12827 EAST IMPERIAL HWY", "city": "SANTA FE SPRINGS", "state": "CA", "zip": "90670"}, "former-company": {"former-conformed-name": "KEENE CORP /DE/", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on December 2, 2002
                                                     Registration No. 333-39925

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

 Delaware                                                       13-2596288
--------------------------------------------------------------------------------
(State or other jurisdiction                              (I.R.S. Employer
   of incorporation)                                       Identification No.)

12827 East Imperial Hwy, Santa Fe Springs, CA                       90670
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip code)

                 AMENDED AND RESTATED REINHOLD INDUSTRIES, INC.
                              STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                Brett R. Meinsen
                     Vice President, Secretary and Treasurer
                            Reinhold Industries, Inc.
                             12827 East Imperial Hwy
                           Santa Fe Springs, CA 90670
                                (562) 944 - 3281
--------------------------------------------------------------------------------
           (Name, address, and telephone number of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
                                          Proposed       Proposed
                                          maximum        maximum
                           Amount         offering       aggregate     Amount of
Title of securities        to be          price per      offering   registration
to be registered           registered     share (1)      price (1)        fee
--------------------------------------------------------------------------------
Class A Common Stock,       132,700
 $.01 par value per share    shares       $8.05          $1,068,235       $98.28
--------------------------------------------------------------------------------

(1)      Estimated  solely for the  purpose  of  calculating  registration  fee
         on the basis of the price at which the  options  may be exercised.
EXHIBIT INDEX

Exhibit
Number                          Exhibit
 4.1       Reinhold Industries, Inc. Amended and Restated Stock Incentive Plan
           (filed herewith).

 5.1       Opinion of Sommer Barnard Ackerson (filed herewith).

23.1       Consent of Sommer Barnard Ackerson (contained in Exhibit 5.1).

23.2       Consent of Independent Auditors - Ernst & Young LLP (filed herewith).

23.3       Consent of Independent Auditors - KPMG LLP (filed herewith).

24.1       Power of Attorney (included on signature page).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 The document(s) containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1) promulgated under the
Securities Act. Such documents need not be filed with the Securities and
Exchange Commission (the "Commission").
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which we have previously filed with the Securities and
Exchange Commission, are incorporated herein by reference and made a part
hereof:

         (a)      Our Annual Report (Form 10-K) for the year ended December 31,
                  2001, filed with the Securities and Exchange Commission on
                  March 29, 2002.
         (b)      Our quarterly reports on Form 10-Q for the fiscal quarters
                  ended March 31, 2002, June 30, 2002 and September 30, 2002
                  filed with the Securities and Exchange Commission on May 9,
                  2002, August 7, 2002 and November 6, 2002, respectively.
         (c)      Our current report on Form 8-K filed with the Securities and
                  Exchange Commission on May 21, 2002.
         (d)      The  description  of the  Company's  Capital  Stock  contained
                  in Article IV of the  Company's  Amended and Restated
                  Certificate of Incorporation filed with the Commission on June
                  28, 1996 as part of the Company's 8-K, Exhibit 99(a), Exhibit
                  A to the Keene Corporation Fourth Amended Plan of
                  Reorganization, together with all amendments or reports filed
                  for the purpose of updating such description to the extent of
                  such updating.
         (e)      The Registration  Statement on Form S-8, No. 333-39925 filed
                  with the Securities and Exchange  Commission on November 10,
                  1997 is incorporated in this Registration Statement by
                  reference.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities hereby offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from the
respective dates of filing of such reports and documents.
EXHIBIT 4.1

                            REINHOLD INDUSTRIES, INC.
                    AMENDED AND RESTATED STOCK INCENTIVE PLAN

                                   ARTICLE ONE
                                     GENERAL

1.1      PURPOSE OF THE PLAN

         A. This Amended and Restated Stock Incentive Plan (the "Plan") is
intended to promote the interests of Reinhold Industries, Inc., a Delaware
corporation (the "Corporation"), by attracting and retaining talented personnel
by providing eligible individuals with the opportunity to acquire a proprietary
interest, or otherwise increase a proprietary interest, in the Corporation as an
incentive for them to remain in the service of the Corporation (or its Parent or
Subsidiaries).

         B. The Plan shall become  effective  upon the effective date of the
adoption of the Plan by the  Corporation's  Board of Directors, subject to
shareholder approval.  Such date is hereby designated the "Plan Effective Date."

1.2      DEFINITIONS

         For purposes of the Plan, the following definitions shall be in effect:

         1933 Act:  the Securities Act of 1933, as amended from time to time.
         --------

         1934 Act:  the Securities Exchange Act of 1934, as amended from time to
         --------   time.

         Board:  the Corporation's Board of Directors.
         -----

         Code:  the Internal Revenue Code of 1986, as amended.
         ----

         Common Stock:  shares of the Corporation's common stock.
         ------------

         Disability: the inability of an individual to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which is expected to result in death or has lasted or can be expected
to last for a continuous period of not less than twelve (12) months. The Plan
Administrator has the discretion to determine whether an individual is disabled
and that determination will be binding and conclusive.

         Domestic Relations Order: any judgment, decree or order (including
approval of a property settlement agreement) which provides or otherwise
conveys, pursuant to applicable State domestic relations laws (including
community property laws), marital property rights to any spouse or former spouse
of the Optionee.

         Employee: an individual who performs services while in the employ of
the Corporation or one or more Parent or Subsidiaries, subject to the control
and direction of the employer entity not only as to the work to be performed but
also as to the manner and method of performance. An Employee will not cease to
be an Employee in the case of any Corporation-approved leave of absence.
Exercise Date:  the date on which the Corporation shall have received
         -------------   written notice of the option exercise.

         Fair Market Value: the Fair Market Value per share of Common Stock
shall be the closing selling price per share on the date in question, as such
price is reported by the National Association of Securities Dealers on the
Nasdaq National Market. If there is no reported closing selling price for the
Common Stock on the date in question, then the closing selling price on the last
preceding date for which such quotation exists shall be determinative of Fair
Market Value.

         Incentive Option:  a stock option that satisfies the requirements of
         ----------------   Code Section 422.

         Non-Statutory Option:  a stock option that does not meet the
         --------------------   requirements of Code Section 422.

         Optionee:  a person to whom an option is granted under the
         --------   Discretionary Option Grant.

         Parent: Any corporation or other legal entity (other than the
Corporation) in an unbroken chain of corporations or other legal entities ending
with the Corporation shall be considered to be a parent of the Corporation,
provided each such corporation or other legal entity in the unbroken chain
(other than the Corporation) owns, at the time of the determination, securities
possessing fifty percent (50%) or more of the total combined voting power of all
classes of securities in one of the other corporations or other legal entities
in such chain.

         Plan Administrator: means a committee of two (2) or more Board members
appointed by the Board to administer the Plan. If no committee is appointed, the
Board will serve as the Committee. The composition of the Committee is intended
to satisfy Code section 162(m) and Rule 16b-3 promulgated under the 1934 Act, if
applicable.

         Qualified Domestic Relations Order: a Domestic Relations Order that
substantially complies with the requirements of Code Section 414(p). The Plan
Administrator shall have the sole discretion to determine whether a Domestic
Relations Order is a Qualified Domestic Relations Order.

         Service:  the  performance  of  services  for the  Corporation  (or any
         -------   Parent or  Subsidiary)  on a  continuous  basis as an
                   Employee, except to the extent otherwise specifically
                   provided in the applicable stock option.

         Subsidiary: each corporation or other legal entity (other than the
Corporation) in an unbroken chain of corporations or other legal entities
beginning with the Corporation shall be considered to be a subsidiary of the
Corporation, provided each such corporation or other legal entity (other than
the last corporation or other legal entity) in the unbroken chain owns, at the
time of the determination, securities possessing fifty percent (50%) or more of
the total combined voting power of all classes of securities in one of the other
corporations or other legal entities in such chain.
10% Shareholder: the owner of stock (as determined under Code Section
424(d)) possessing ten percent (10%) or more of the total combined voting power
of all classes of stock of the Corporation or any parent corporation or
subsidiary corporation, as each of those terms is defined in Code Section 424(e)
and 424(f), respectively.

1.3      ADMINISTRATION OF THE PLAN

         A. The Plan shall be administered solely and exclusively by the Plan
Administrator.

         B. Members of the  Committee  shall  serve for such  period of time as
the Board may  determine  and shall be subject to removal by the Board at any
time.

         C. The Plan Administrator shall have power and discretionary authority
(subject to the provisions of the Plan) to establish rules and regulations for
the proper administration of the Plan and to make such determinations under, and
issue such interpretations of, the provisions of such programs and any
outstanding option grants thereunder as it may deem necessary or advisable.
Decisions of the Plan Administrator shall be final and binding on all parties
who have an interest in the Plan or any outstanding option granted thereunder.

1.4      OPTION GRANTS

         A. The persons  eligible to participate in the Plan shall be limited to
officers and other  Employees of the Corporation (or its Parent or
Subsidiaries); and

         B. Except as limited by the provisions of this Plan, the Code or other
applicable law, the Plan Administrator shall have power and discretionary
authority to determine with respect to the option grants, which eligible
individuals are to receive option grants, the time or times when such options
are to be granted, the number of shares to be covered by each such grant, the
status of the granted option as either an Incentive Option or a Non-Statutory
Option, the time or times at which each granted option is to become exercisable
and the maximum term for which the option may remain outstanding.

1.5      STOCK SUBJECT TO THE PLAN

         A. Shares of Common Stock shall be available for issuance under the
Plan and shall be drawn from either the Corporation's authorized but unissued
shares of Common Stock or from reacquired shares of Common Stock, including
shares repurchased by the Corporation on the open market. The maximum number of
shares of Common Stock that may be issued over the term of the Plan shall not
exceed two hundred sixty-five thousand eight hundred (265,800) shares, subject
to adjustment from time to time in accordance with the provisions of this
Section 1.5.

         B. In no event shall the aggregate number of shares of Common Stock for
which any one individual participating in the Plan may be granted stock options
exceed sixty thousand (60,000) shares per calendar year.

         C. Should one or more outstanding options under this Plan expire or
terminate for any reason prior to exercise in full, then the shares subject to
the portion of each option not so exercised shall be available for subsequent
option grants under the Plan. In addition, should the exercise price of an
outstanding option under the Plan be paid with shares of Common Stock or should
shares of Common Stock otherwise issuable under the Plan be withheld by the
Corporation in satisfaction of the withholding taxes incurred in connection with
the exercise of an outstanding option under the Plan, then the number of shares
of Common Stock available for issuance under the Plan shall be reduced by the
gross number of shares for which the option is exercised, and not by the net
number of shares of Common Stock actually issued to the holder of such option.
D. Should any change be made to the Common Stock issuable under the
Plan by reason of any stock split, stock dividend, recapitalization, combination
of shares, exchange of shares or other change affecting the outstanding Common
Stock as a class without the Corporation's receipt of consideration, then
appropriate adjustments shall be made to (i) the maximum number and/or class of
securities issuable under the Plan, (ii) the maximum number and/or class of
securities for which any one individual participating in the Plan may be granted
stock options in the aggregate per calendar year and (iii) the number and/or
class of securities and price per share in effect under each option outstanding
under the Plan.

                                   ARTICLE TWO
                                  OPTION GRANTS

2.1      TERMS AND CONDITIONS OF OPTIONS

         Options granted pursuant to the Plan shall be authorized by action of
the Plan Administrator and may, at the Plan Administrator's discretion, be
either Incentive Options or Non-Statutory Options. Each granted option shall be
evidenced by one or more instruments in the form approved by the Plan
Administrator; provided however, that each such instrument shall comply with the
terms and conditions specified below. Each instrument evidencing an Incentive
Option shall, in addition, be subject to the applicable provisions of Section
2.2.

         A.       Exercise Price.
                  --------------

                  (1) The Plan Administrator shall fix the exercise price per
                      share in accordance with the following provisions:

                           (i) The exercise price per share of Common Stock
                  subject to an Incentive Option shall in no event be less than
                  one hundred percent (100%) of the Fair Market Value of such
                  Common Stock on the grant date.

                           (ii) The Plan Administrator shall fix the exercise
                  price per share of Common Stock subject to a Non-Statutory
                  Option.

                           (iii) If the individual to whom the option is granted
                  is a 10% Shareholder, then the exercise price per share shall
                  not be less than one hundred ten percent (110%) of the Fair
                  Market Value per share of Common Stock on the grant date.

                  (2) The exercise price shall become immediately due upon
                      exercise of the option and shall, subject to the
                      provisions of Section 4.1, be payable in cash or check
                      made payable to the Corporation. The exercise price may
                      also be paid as follows:
(i) in shares of Common Stock held by the Optionee
                  for the requisite period necessary to avoid a charge to the
                  Corporation's earnings for financial reporting purposes and
                  valued at Fair Market Value on the Exercise Date, or

                           (ii) through a special sale and remittance procedure
                  pursuant to which the Optionee shall concurrently provide
                  irrevocable written instructions (a) to a
                  Corporation-designated brokerage firm to effect the immediate
                  sale of all or a portion of the purchased shares and remit to
                  the Corporation, out of the sale proceeds available on the
                  settlement date, sufficient funds to cover the aggregate
                  exercise price payable for all of the shares being purchased
                  pursuant to this special sale and remittance procedure plus
                  all applicable Federal, state and local income and employment
                  taxes required to be withheld by the Corporation by reason of
                  such purchase and sale, and (b) to the Corporation to deliver
                  the certificates for the shares to be sold directly to such
                  brokerage firm to complete the sale transaction.

                  (3) Except to the extent such sale and remittance procedure is
                      utilized, payment of the exercise price for the purchased
                      shares must be made on the Exercise Date.

         B. Term and Exercise of Options. Each option granted under this Plan
shall be exercisable at such time or times and during such period as is
determined by the Plan Administrator and set forth in the instrument evidencing
the grant. No such option, however, shall have a maximum term in excess of ten
(10) years from the grant date.

         During the lifetime of the Optionee, the option shall be exercisable
only by the Optionee and shall not be assignable or transferable by the Optionee
other than by will or by the laws of descent and distribution following the
Optionee's death. However, a Non-Statutory Option may be assigned in accordance
with the terms of a Qualified Domestic Relations Order. The assigned option may
only be exercised by the person or persons who acquire a proprietary interest in
the option pursuant to such Qualified Domestic Relations Order. The terms
applicable to the assigned option (or portion thereof) shall be the same as
those in effect for the option immediately prior to such assignment and shall be
set forth in such documents issued to the assignee as the Plan Administrator may
deem appropriate.

         C.       Exercise Period.
                  ---------------

                  (1) Except to the extent otherwise provided pursuant to
         subsection C(2) below, the following provisions shall govern the
         exercise period applicable to any options held by the Optionee:

                           (i) Should the Optionee cease to remain in Service
                  for any reason other than Disability, death or a termination
                  of employment for cause, then the period during which each
                  outstanding option held by such Optionee is to remain
                  exercisable shall be limited to the three (3)-month period
                  following the date of such cessation of Service.

                           (ii) Should the Optionee cease to remain in Service
                  by reason of Disability, then the period during which each
                  outstanding option held by the Optionee is to remain
                  exercisable shall be limited to the twelve (12)-month period
                  following the date of such cessation of Service.
(iii) Should the Optionee cease to remain in Service
                  by reason of death of the Optionee, then the period during
                  which each option held by the Optionee is to remain
                  exercisable shall be limited to the twelve (12)-month period
                  following the date of the Optionee's death. During such
                  period, the option may be exercised by the personal
                  representative of the Optionee's estate or by the person or
                  persons to whom the option is transferred pursuant to the
                  Optionee's will or in accordance with the laws of descent and
                  distribution.

                           (iv) If an Optionee ceases to remain in service by
                  reason of a termination of Service for cause, then all
                  outstanding options held by the Optionee shall terminate
                  immediately and cease to be outstanding. The Plan
                  Administrator shall determine whether a termination is for
                  cause, and its determination shall be binding and conclusive.
                  To the extent the Optionee's Service with the Corporation is
                  governed by a written agreement with the Corporation at the
                  time of the Optionee's termination, the Plan Administrator
                  shall use the definition of "cause" set forth in such
                  agreement for purposes of making such determination.

                           (v) Under no circumstances, however, shall any such
                  option be exercisable after the specified expiration date of
                  the option term.

                           (vi) Subject to subsection C(2) below, during the
                  applicable exercise period, an option may not be exercised in
                  the aggregate for more than the number of vested option shares
                  for which the option is exercisable on the date of the
                  Optionee's cessation of Service. Upon the expiration of' the
                  applicable exercise period or (if earlier) upon the expiration
                  of the option term, the option shall terminate and cease to be
                  exercisable for any vested option shares for which the option
                  has not been exercised. Except to the extent otherwise
                  provided in this Plan or in an option grant as permitted by
                  this Plan, an option shall, immediately upon the Optionee's
                  cessation of Service for any reason, terminate and cease to be
                  outstanding with respect to any shares for which the option is
                  not then exercisable or in which the Optionee is not otherwise
                  at that time vested.

                  (2) To the extent permitted by the Code, the Plan
         Administrator shall have the power and discretionary authority,
         exercisable either at the time the option is granted or at any time
         while the option remains outstanding:

                           (i) to extend the period of time for which the option
                  is to remain exercisable following the Optionee's cessation of
                  Service from the limited period in effect under subsection
                  C(1) of this Section 2.1 to such greater period of time as the
                  Plan Administrator shall deem appropriate; provided, that in
                  no event shall such option be exercisable after the specified
                  expiration date of the option term; and/or

                           (ii) to permit one or more options held by the
                  Optionee to be exercised, during the limited exercise period
                  applicable under this paragraph C, not only with respect to
                  the number of shares of Common Stock for which each such
                  option is vested and exercisable at the time of the Optionee's
                  cessation of Service but also with respect to some or all of
                  the additional shares of Common Stock for which the option
                  would have otherwise become vested and exercisable had such
                  cessation of Service not occurred.
D.       Shareholder  Rights.  An Optionee shall have no  shareholder
                  -------------------   rights with respect to any shares
                                        covered by the option until such
                                        individual has exercised the option,
                                        paid the exercise price and become the
                                        holder of record of the purchased
                                        shares.

2.2.     INCENTIVE OPTIONS

         Under the Code, Incentive Options may only be granted to Employees of
the Corporation or a parent corporation or subsidiary corporation as each of
those terms is defined in Code Section 424(e) and 424(f), respectively, and must
comply with Code Section 422, including the terms and conditions specified
below. Except as modified by the provisions of this Section 2.2, all of the
provisions of Articles One, Two and Four shall be applicable to Incentive
Options. Non-Statutory Options shall not be subject to the terms and conditions
of this Section 2.2

         A. Dollar Limitation. The aggregate Fair Market Value (determined as of
the respective date or dates of grant) of the Common Stock for which one or more
options granted to any Employee under this Plan (or any other option plan of the
Corporation or its parent corporation or subsidiary corporation, as each of
those terms is defined in Code Section 424(e) and 424(f), respectively) may for
the first time become exercisable as incentive stock options under the Code
during any one calendar year shall not exceed the sum of One Hundred Thousand
Dollars ($100,000). Should the number of shares of Common Stock for which any
Incentive Option(s) first become(s) exercisable in any calendar year exceed the
applicable One Hundred Thousand Dollar ($100,000) limitation, then the option(s)
may nevertheless be exercised in the same or a later calendar year for the
excess number of shares as a Non-Statutory Option under the Code. To the extent
the Employee holds two (2) or more such options, which become exercisable for
the first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options under the Code shall be
applied to the options in the order in which such options were granted.

         B.       10%  Shareholder.  If any  individual to whom an Incentive
                  ----------------   Option is granted is a 10%  Shareholder,
                                     then the option term shall not exceed five
                                    (5) years measured from the grant date.
ARTICLE THREE
                                  MISCELLANEOUS

3.1      LOANS OR INSTALLMENT PAYMENTS

         A. The Plan Administrator may, in its discretion, assist any Optionee
(including an Optionee who is an officer of the Corporation) in the exercise of
one or more options granted to such Optionee under the Plan, including the
satisfaction of any Federal, state and local income and employment tax
obligations arising therefrom, by (i) authorizing the extension of a loan from
the Corporation to such Optionee or (ii) permitting the Optionee to pay the
exercise price or purchase price for the purchased Common Stock in installments
over a period of years. The terms of any loan or installment method of payment
(including the interest rate and terms of repayment) shall be upon such terms as
the Plan Administrator specifies in the applicable option agreement or otherwise
deems appropriate at the time such exercise price or purchase price becomes due
and payable. Loans or installment payments may be authorized with or without
security or collateral. In all events, the maximum credit available to the
Optionee may not exceed the option price of the acquired shares plus any
Federal, state and local income and employment tax liability incurred by the
Optionee in connection with the acquisition of such shares.

         B. The Plan Administrator may, in its discretion, determine that one or
more loans extended under this financial assistance program shall be subject to
forgiveness in whole or in part upon such terms and conditions as the Plan
Administrator may deem appropriate.

3.2      AMENDMENT OF THE PLAN AND AWARDS

         A. The Board has complete and exclusive power and authority to amend or
modify the Plan (or any component thereof) in any or all respects whatsoever.
However, no such amendment or modification shall adversely affect rights and
obligations with respect to options at the time outstanding under the Plan,
unless the Optionee consents to such amendment. In addition, the Board may not,
without the approval of the Corporation's shareholders, amend the Plan to (i)
materially increase the maximum number of shares issuable under the Plan or the
maximum number of shares for which any one individual participating in the Plan
may be granted stock options in the aggregate per calendar year, except for
permissible adjustments under Section 1.5.C, (ii) materially modify the
eligibility requirements for Plan participation or (iii) materially increase the
benefits accruing to Optionees.

         B. Options to purchase shares of Common Stock may be granted under the
Plan in excess of the number of shares then available for issuance under the
Plan, provided any excess shares actually issued under the Plan are held in
escrow until shareholder approval is obtained for a sufficient increase in the
number of shares available for issuance under the Plan. If such shareholder
approval is not obtained within twelve (12) months after the date the first such
excess option grants are made, then (i) any and all options to purchase excess
shares shall terminate and (ii) any and all excess shares issued shall be
surrendered to the Corporation for cancellation and the Corporation shall
promptly refund any purchase price paid for any excess shares, together with
interest (at the applicable Short Term Federal Rate) for the period the shares
were held in escrow.
3.3      TAX WITHHOLDING

         A. The Corporation's obligation to deliver shares of Common Stock upon
the exercise of stock options for such shares under the Plan shall be subject to
the satisfaction of all applicable Federal, state and local income tax and
employment tax withholding requirements.

         B. The Plan Administrator may, in its discretion and in accordance with
the provisions of this Section 3.3 and such supplemental rules as the Plan
Administrator may from time to time adopt (including the applicable safe-harbor
provisions of Rule 16b-3 promulgated under the 1934 Act) provide any or all
holders of Non-Statutory Options under the Plan with the right to use shares of
Common Stock in satisfaction of all or part of the Federal, state and local
income and employment tax liabilities incurred by such holders in connection
with the exercise of their options (the "Taxes"). Such right may be provided to
any such holder in either or both of the following formats:

                  (1) The holder of the Non-Statutory Option may be provided
         with the election to have the Corporation withhold, from the shares of
         Common Stock otherwise issuable upon the exercise of such Non-Statutory
         Option, a portion of those shares with an aggregate Fair Market Value
         equal to the percentage of the applicable Taxes (not to exceed one
         hundred percent (100%)) designated by the holder.

                  (2) The Plan Administrator may, in its discretion, provide the
         holder of the Non-Statutory Option with the election to deliver to the
         Corporation, at the time the Non-Statutory Option is exercised, one or
         more shares of Common Stock previously acquired by such individual
         (other than in connection with the option exercise or share vesting
         triggering the Taxes) with an aggregate Fair Market Value equal to the
         percentage of the Taxes incurred in connection with such option
         exercise or share vesting (not to exceed one hundred percent (100%))
         designated by the holder.

3.4      EFFECTIVE DATE AND TERM OF PLAN

         A. The Plan Effective Date is September 30, 2002, subject to
shareholder approval. If the Corporation's shareholders do not approve the Plan
by July 31, 2003, the Plan shall terminate and all options shall terminate and
cease to remain outstanding, and no further stock option grants shall be made
under the Plan. If the Plan is amended and such amendment requires shareholder
approval, no stock options granted under the Plan shall become exercisable
unless and until the amended Plan is approved by the Corporation's shareholders
within twelve (12) months after such effective date of such amendment. Should
such shareholder approval not be obtained, then all stock options made under the
amended Plan shall terminate and cease to remain outstanding, and no further
stock option grants shall be made under the amended Plan.

         B. The Plan shall terminate upon the earlier of (i) September 30, 2012
or (ii) the date on which all shares available for issuance under the Plan shall
have been issued pursuant to the exercise of the options granted under the Plan.
If the date of termination is determined under clause (i) above, then all option
grants outstanding on such date shall thereafter continue to have force and
effect in accordance with the provisions of the instruments evidencing such
grants.
3.5      REGULATORY APPROVALS

         The implementation of the Plan, the granting of any option under the
Plan and the issuance of Common Stock upon the exercise of the option grants
made hereunder shall be subject to the Corporation's procurement of all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the options granted under it, and the Common Stock issued
pursuant to it.

3.6      USE OF PROCEEDS

         Any cash proceeds received by the Corporation from the sale of shares
pursuant to option grants under the Plan shall be used for general corporate
purposes.

3.7      NO EMPLOYMENT/SERVICE RIGHTS

         Neither the action of the Corporation in establishing the Plan, nor any
action taken by the Plan Administrator hereunder, nor any provision of the Plan
shall be construed so as to grant any individual the right to remain in the
employ or Service of the Corporation (or any Parent or Subsidiary) for any
period of specific duration, and the Corporation (or any Parent or Subsidiary
retaining the services of such individual) may terminate such individual's
employment or Service at any time and for any reason, with or without cause.

3.8      MISCELLANEOUS PROVISIONS

         A. Except as otherwise  expressly  provided  under the Plan, the right
to acquire Common Stock or other assets under the Plan may not be assigned,
encumbered or otherwise transferred by any Optionee.

         B. The provisions of the Plan relating to the exercise of options shall
be governed by the laws of the State of Indiana as such laws are applied to
contracts entered into and performed in such State.

         C. The provisions of the Plan shall inure to the benefit of, and be
binding upon, the Corporation and its successors or assigns and the Optionees,
the legal representatives of their respective estates, their respective heirs or
legatees and their permitted assignees.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto to duly authorized, in the City of Santa Fe Springs,
State of California on November 27, 2002.

                              REINHOLD INDUSTRIES, INC.

                              By: /s/ Brett R. Meinsen
                                      Brett R. Meinsen
                                      Vice President-Finance and Administration
                                      Treasurer and Secretary
                                      (Chief Financial Officer)

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement and power of attorney have been signed by the
following persons in the capacities and in the dates indicated.

         By his signature, each of the following persons authorizes Brett R.
Meinsen and Michael T. Furry or any of them, with full power of substitution, to
execute in his name and on his behalf, and to file any amendments (including,
without limitation, post-effective amendments) to this Registration Statement
necessary or advisable in the opinion of any of them to enable the Company to
comply with the Securities Act, and any rules, regulations and requirements of
the Commission thereunder, in connection with the registration of the additional
securities which are the subject of this Registration Statement.

Date: December 2, 2002                                 /s/ Michael T. Furry
                                                       -------------------------
                                                       Michael T. Furry
                                                       President and Director
                                                       Chief Executive Officer

                                                       /s/ Ralph R. Whitney, Jr.
                                                       -------------------------
                                                       Ralph R. Whitney. Jr.,
                                                       - Chairman

                                                       /s/ Andrew S. McNally IV
                                                       -------------------------
                                                       Andrew S. McNally, IV
                                                       - Director

                                                       /s/ Glenn Scolnik
                                                       -------------------------
                                                       Glenn Scolnik
                                                       - Director

                                                       /s/ Thomas A. Brand
                                                       -------------------------
                                                       Thomas A. Brand
                                                       - Director

                                                       /s/ Richard A. Place
                                                       -------------------------
                                                       Richard A. Place
                                                       - Director