SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   
                                AMENDMENT NO. 1
    

                                   FORM 10-KSB

                Annual Report pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934
                   For the Fiscal Year Ended December 31, 1997
                         Commission File Number 1-13752



                            SMITH-MIDLAND CORPORATION
                            -------------------------
                 (Name of Small Business Issuer in its Charter)


          Delaware                                              54-1727060
-------------------------------                             ------------------
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                               Identification No.)

Route 28, P.O. Box 300, Midland, Virginia                        22728
(Address of Principal Executive Offices)                       (Zip Code)


                                 (540) 439-3266
                ------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

      Securities Registered Pursuant to Section 12(b) of the Exchange Act:

                                                        Name of Each Exchange on
Title of Each Class                                          Which Registered
-------------------                                     ------------------------

Common Stock, $.01 par value per share                   Boston Stock Exchange
Redeemable Common Stock Purchase Warrants                Boston Stock Exchange

      Securities Registered Pursuant to Section 12(g) of the Exchange Act:

                     Common Stock, $.01 par value per share
                     --------------------------------------
                                (Title of Class)

                    Redeemable Common Stock Purchase Warrants
                    -----------------------------------------
                                (Title of Class)



<PAGE>
         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
                           Yes [ X ]  No [  ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of  Regulation  S-B contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ X ]

         The Issuer's net sales and revenues for its most recent fiscal year are
$12,005,000.

         The  aggregate  market  value of the  shares of Common  Stock,  held by
non-affiliates,  based upon the average of the closing bid and asked  prices for
such stock on March 26,  1998,  was  approximately  $3,879,000.  As of March 26,
1998, the Company had  outstanding  3,044,798  shares of Common Stock,  $.01 par
value per share.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                                          Part of Form 10-KSB
                                                         Annual Report in which
Document                                                Document is Incorporated
--------                                                ------------------------

Definitive    Proxy    Statement    for   the                   Part III
Registrant's  Annual Meeting of  Stockholders
for the fiscal year ended  December 31, 1997,
to be filed pursuant to Regulation 14A.

<PAGE>
   
                                    PART III

ITEM 9.   Directors,   Executive   Officers,   Promoters  and  Control  Persons;
          Compliance with Section 16(a) of the Exchange Act.
<TABLE>
<CAPTION>

                                                     Director Or
                                                      Executive
Name                                 Age             Officer Since              Position
----                                 ---             -------------              --------
<S> <C>
Rodney I. Smith                       59                1970                    Chief Executive Officer, President
                                                                                And Chairman of the Board of
                                                                                Directors

Ashley Smith                          35                1994                    Vice President of Sales and
                                                                                Marketing and Director

Wesley A. Taylor                      50                1994                    Vice President of Administration
                                                                                and Director

Andrew Kavounis                       72                1995                    Director

Bernard R. Patriacca                  54                1995                    Director

Robert McElhinney                     53                1997                    Vice President of Finance and
                                                                                Chief Financial Officer
</TABLE>

Background

     The  following is a brief  summary of the  background  of each Director and
executive officer of the Corporation:

Rodney I. Smith. Chairman of the Board of Directors, Chief Executive Officer and
President.  Rodney I. Smith  co-founded  the  Corporation in 1960 and became its
President  and Chief  Executive  Officer in 1965.  He has served on the Board of
Directors  and has been its  Chairman  since 1970.  Mr.  Smith is the  principal
developer and inventor of the Corporation's  proprietary and patented  products.
Mr. Smith is the past President of the National  Precast  Concrete  Association.
Mr.  Smith  has  served on the  Board of  Trustees  of  Bridgewater  College  in
Bridgewater, Virginia since 1986.

Ashley Smith. Vice President of Sales and Marketing and Director.  Mr. Smith has
served as Vice  President of Sales and Marketing of the  Corporation  since 1990
and as a Director  since  December  1994.  Mr. Smith holds a Bachelor of Science
degree in Business  Administration from Bridgewater College. Mr. Ashley Smith is
the son of Mr. Rodney I. Smith.

Wesley A. Taylor.  Vice President of Administration and Director.  Wesley Taylor
has served as Vice President of Administration of the Corporation since 1989 and
as a Director since  December 1994, and previously  held positions as Controller
and Director of Personnel  and  Administration.  Mr.  Taylor holds a Bachelor of
Arts degree from Northwestern State University.



<PAGE>



Andrew  Kavounis.  Director.  Mr.  Kavounis  has  served  as a  Director  of the
Corporation  since December  1995.  Mr.  Kavounis has been the President of Core
Development Co., Inc., a privately held  construction  and development  concern,
since 1991.  From 1989 to 1991, Mr. Kavounis was the Executive Vice President of
the Leadership  Group,  a Maryland  based builder and  developer.  Prior to that
time, Mr. Kavounis spent 37 years as an executive at assorted  construction  and
development companies,  which included a position as the National Vice President
of Ryland Homes,  a privately  held company,  in which  capacity he was directly
responsible  for the  construction  of 17,000 homes  annually,  nationwide.  Mr.
Kavounis  received a Bachelor  of Science  degree in Chemical  Engineering  from
Presbyterian  College,  a  Bachelor  of Science  degree in Civil and  Mechanical
Engineering   from  Wofford   College,   and  a  Master's   degree  in  Business
Administration from the University of South Carolina.

Bernard R. Patriacca.  Director.  Mr.  Patriacca has served as a Director of the
Corporation  since  December 1995.  Since May 1994, Mr.  Patriacca has served as
Vice President and  co-founder of Errands Etc.,  Inc., a privately held business
providing personal services. From January 1994 to May 1994, Mr. Patriacca served
as the Vice President of Finance and Administration for Sky Rock Services Corp.,
a privately held service  business.  From 1992 through March 1993, Mr. Patriacca
served as the Chief  Financial  Officer  for  Boston  Coach,  a  privately  held
limousine  service  company.  From 1991 to 1992 and from  March  1993 to January
1994, Mr. Patriacca served as an independent financial consultant. Mr. Patriacca
served  from  1973 to 1991 in  various  capacities,  including  as  Senior  Vice
President  and Chief  Financial  Officer  for  Dunkin'  Donuts  Incorporated,  a
privately held food service company  ("Dunkin'  Donuts").  Since April 1997, Mr.
Patriacca  has served as a director of Video  Update,  Inc.,  a publicly  traded
chain of retail video stores.  Since January 1992, Mr. Patriacca has served as a
director  of  ENCON  Systems,   Inc.,  a  publicly  traded  full-service  energy
management  company.  Mr.  Patriacca  received a Bachelor  of Science  degree in
Accounting   from   Northeastern   University   and   a   Master's   degree   in
Financing/Accounting from Northeastern University,  and he is a Certified Public
Accountant.

Robert McElhinney.  Vice President of Finance and Chief Financial  Officer.  Mr.
McElhinney  was  appointed  as Vice  President  of Finance  and Chief  Financial
Officer in August 1997.  From 1995 to 1997, he was the Chief  Financial  Officer
and General Manager of ABC Photo & Imaging Services in Manassas,  Virginia. From
1993 to 1995,  Mr.  McElhinney  served as the Director of Finance and  Corporate
Secretary of Ten Hoeve Bros.,  Inc of Carlstadt,  New Jersey where he oversaw 13
corporate branches.  Mr. McElhinney was the Controller at Rutgers Express,  Inc.
from 1991 to 1993 and from 1980 to 1991 he served as the Chief Financial Officer
and General Manager of National  Roofing,  Inc. of Millington,  New Jersey.  Mr.
McElhinney  received  his  Bachelor of Arts degree in  Accounting  from  Rutgers
University and his Masters degree in Accounting from Thomas Edison College.

Compliance with Section 16(A)

     Section 16(a) ("Section 16(a)") of the Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act"),  requires  executive  officers and Directors and
persons who  beneficially  own more than ten percent (10%) of the  Corporation's
Common  Stock to file  initial  reports of  ownership  on Form 3 and  reports of
changes in ownership on Form 4 with the Securities and Exchange


<PAGE>



Commission (the "Commission") and any national  securities exchange on which the
Corporation's  securities  are  registered.  Executive  officers,  Directors and
greater  than  ten  percent  (10%)   beneficial   owners  are  required  by  the
Commission's  regulations to furnish the Corporation  with copies of all Section
16(a) forms they file.

     Based  solely on a review  of the  copies of such  forms  furnished  to the
Corporation  and  written   representations  from  the  executive  officers  and
Directors,  the Corporation  believes that all Section 16(a) filing requirements
applicable  to its  executive  officers,  Directors and greater than ten percent
(10%) beneficial owners were satisfied, except for the Form 3 filing due for Mr.
Wesley  Taylor upon the grant of stock options which was filed May 1, 1998 , the
Form 4 filings due for Mr.  Ashley  Smith due upon the purchase of 850 shares of
common stock and the grant of stock  options which was filed May 1, 1998 and the
Form 4 filing due for Mr.  Rodney Smith due upon the purchase of 4,000 shares of
common stock which was filed May 1, 1998.

ITEM 10.  Executive Compensation

     The  following  table sets forth the  compensation  paid by the Company for
services  rendered for the last three  completed  fiscal years to the  executive
officers of the Company whose cash  compensation  exceeded  $100,000 during that
year:
<TABLE>
<CAPTION>
                                                                                           Long Term Compensation
                                                                           --------------------------------------------------
                                           Annual Compensation                      Awards                    Payouts
                                    ----------------------------------     -----------------------       --------------------
         (a)              (b)         (c)          (d)           (e)           (f)           (g)           (h)          (i)
------------------------------------------------------------------------------------------------------------------------------
                                                                Other                                                   All
                                                               Annual      Restricted                                  Other
      Name and                                                 Compen-        Stock       Options/        LTIP        Compen-
      Principal                     Salary        Bonus        sation        Awards         SARs         Payouts      sation
      Position           Year          $            $             $             $            (#)            $            $
      ---------          ----       -------      ------        -------      --------        ------       -------      -------
<S> <C>
Rodney I. Smith,         1997       170,503      81,500           -             -             -             -            -
President, Chief         1996       175,000         -             -             -             -             -        5,028(1)
Executive Officer        1995        84,675         -             -             -             -             -            -
and Chairman of
the Board.
</TABLE>

(1)  Mr. Smith  received  approximately  $419 per month from the  Corporation to
     cover automobile and dining expenses.

Employment Agreements

     The Corporation has entered into an employment agreement with Mr. Rodney I.
Smith, which provides for an annual base salary of $175,000. The present term of
the agreement continues until December 31, 1999, and is thereafter automatically
renewed for  successive  one year periods  unless Mr.  Smith or the  Corporation
gives the other party three months prior written notice of non-renewal.  Bonuses
and salary increases may be granted by the  Compensation  Committee of the Board
of Directors,  as it so determines from time to time. Mr. Smith also is entitled
to receive benefits offered


<PAGE>



to the Corporation's employees generally. If terminated without cause, Mr. Smith
is entitled to receive as  severance  pay an amount  equal to  twenty-four  (24)
months of his base  salary,  less taxes,  other  required  withholdings  and any
amounts owed to the Company,  payable in accordance with the Company's  standard
payroll procedures.  In addition,  the employment  agreement precludes Mr. Smith
from competing with the  Corporation  during his employment and for at least one
year thereafter,  and from disclosing confidential information.  The Corporation
is the owner of and the beneficiary of three key person life insurance  policies
on Mr. Smith totaling $1,400,000.

ITEM 11.  Security Ownership of Certain Beneficial Owners and Management.

     The following table sets forth, as of March 26, 1998,  certain  information
concerning  ownership of the Corporation's Common Stock by (i) each person known
by the Corporation to own of record or be the beneficial owner of more than five
percent (5%) of the  Corporation's  Common Stock, (ii) each of the Corporation's
Directors and Director nominees and Executive Officers,  and (iii) all Directors
and  Executive  Officers  as  a  group.  Except  as  otherwise  indicated,   the
Stockholders  listed in the table have sole  voting and  investment  powers with
respect to the shares indicated.
<TABLE>
<CAPTION>
                                                          Number of Shares
              Name and Address of                         Percentage of                      Percentage
              Beneficial Owner(1)                         Beneficially Owned(2)              of Class
              -------------------                         ---------------------              --------
<S> <C>
              Rodney I. Smith(3)(4)(5)                          843,298                        27.70
              Robert M. Rubin(6)                                230,000                         7.55
              Ashley Smith(3)(4)(7)                              92,717                         3.04
              Wesley A. Taylor(8)                                 2,700                         0.09
              Andrew Kavounis                                      -0-                           -0-
              Bernard R. Patriacca                                 -0-                           -0-
              Robert McElhinney                                    -0-                           -0-
              All directors and officers as a group              938,715                       30.83
              (6 persons)(2)(3)(4)(5)(6)(7)(8)
</TABLE>

       (1) The  address  for each of  Messrs.  Rodney I.  Smith,  Ashley  Smith,
       Taylor,   Kavounis,   Patriacca,  and  McElhinney  is  c/o  Smith-Midland
       Corporation, Route 28, Midland, Virginia 22728. The address for Mr. Rubin
       is 6060 Kings Gate Circle, Dealany Beach, Florida 33486.

       (2) Pursuant to the rules and  regulations of the Securities and Exchange
       Commission,  shares of Common  Stock  that an  individual  or group has a
       right to acquire  within 60 days  pursuant to the  exercise of options or
       warrants are deemed to be  outstanding  for the purposes of computing the
       percentage  ownership of such individual or group,  but are not deemed to
       be outstanding  for the purpose of computing the percentage  ownership of
       any other person shown in the table.

       (3) Rodney I. Smith and  Ashley  Smith are father and son,  respectively.
       Each of Rodney I. Smith and Ashley Smith disclaims  beneficial  ownership
       of the other's shares of Common Stock.



<PAGE>


       (4) Does not include an aggregate of 116,958  shares of Common Stock held
       by Jeremy Smith,  Matthew Smith,  and Roderick  Smith,  sons of Rodney I.
       Smith,  and brothers of Ashley  Smith,  and 112,713  shares held by Merry
       Robin Bachetti,  sister of Rodney I. Smith and aunt of Ashley Smith,  for
       which  each of Rodney I.  Smith and  Ashley  Smith  disclaims  beneficial
       ownership.

       (5) Includes the 100,000  shares of Common Stock that have been deposited
       into an  irrevocable  trust (the "Trust") for the benefit of Hazel Smith,
       the income  beneficiary  of the Trust and former wife of Rodney I. Smith,
       and Mr. Smith's  children.  Mr. Smith is the trustee of the Trust and, as
       such, may vote the shares as he deems fit. Includes the 230,000 shares of
       Common  Stock  held by Mr.  Robert  M.  Rubin  which Mr.  Smith  holds an
       irrevocable  proxy to vote as Mr.  Smith  deems  fit,  subject to certain
       limitations.  This  proxy  expires on the first to occur of (i) ten years
       from the date of the proxy or (ii) the sale by Mr. Rubin of the shares of
       Common  Stock  subject to the proxy.  The 230,000  shares of Common Stock
       held by Mr. Rubin were accounted for in calculating  both Mr. Smith's and
       Mr. Rubin's beneficial ownership.

       (6) Mr. Smith holds an  irrevocable  proxy to vote the 230,000  shares of
       Common Stock held by Mr. Rubin.  This proxy expires on the first to occur
       of (i) ten years from the date of the proxy or (ii) the sale by Mr. Rubin
       of the shares of Common Stock subject to the proxy. The 230,000 shares of
       Common Stock held by Mr. Rubin were accounted for in calculating both Mr.
       Smith's and Mr. Rubin's beneficial ownership.

       (7)  Includes  options to purchase  3,100  shares of Common  Stock of the
       Corporation exercisable at $1.00 per share.

       (8)  Includes  options to purchase  2,700  shares of Common  Stock of the
       Corporation exercisable at $1.00 per share.

ITEM 12.  Certain Relationships and Related Transactions.

     The Corporation had an unsecured note receivable from Mr. Rodney Smith, the
Corporation's  President  and  majority  shareholder,  with a  seven  year  term
accruing interest at a rate of 6% per annum.  During 1996,  $102,300 of the note
was reduced for the  Corporation's  purchase  of 40,920  common  shares from Mr.
Smith.  On December  31,  1997,  the terms of the note were  changed to call the
annual payments of $45,948 beginning on December 31, 1998 and continuing through
maturity  on  December  31,  2002.  Total  interest  income  on  this  note  was
approximately $39,500 and $42,300 for the year ended December 31, 1997 and 1996,
respectively.

<PAGE>
                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant caused this amendment to the report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                          SMITH-MIDLAND CORPORATION


Date:    April 30, 1998                By: /s/ Rodney I. Smith
                                          -------------------------------------
                                          Rodney I. Smith, President

         In accordance  with the Exchange Act, this  amendment to the report has
been signed below by the  following  persons on behalf of the  registrant in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name                                               Capacity                                    Date
----                                               --------                                    ----
<S> <C>

/s/ Rodney I. Smith                         Chairman of the Board,                        April 30, 1998
--------------------------------            Chief Executive Officer
Rodney I. Smith                             and President (principal
                                            executive officer)

/s/ Robert V. McElhinney                    Vice President of Finance                     April 30, 1998
--------------------------------            (principal finance and
Robert V. McElhinney                        accounting officer)


/s/ Wes Taylor                              Vice President of                             April 30, 1998
--------------------------------            Administration and
Wes Taylor                                  Director


/s/ Ashley Smith                           Vice President of Sales and                    April 30, 1998
--------------------------------            Marketing and Director
Ashley Smith


/s/ Andrew Kavounis                         Director                                      April 30, 1998
--------------------------------
Andrew Kavounis


/s/ Bernard R. Patriacca                    Director                                      April 30, 1998
--------------------------------
Bernard R. Patriacca
</TABLE>