UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


(AMENDMENT NO. 1)





[X]
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




For the Fiscal Year Ended December 31, 2010




or




[    ]
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




Commission File Number 1-13752





Smith-Midland Corporation


(Exact Name of Registrant as Specified in its Charter)




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





P.O. Box 300, 5119 Catlett Road


Midland, Virginia  22728


(Address of Principal Executive Offices, Zip Code)





(540) 439-3266


(Registrant's Telephone Number, Including Area Code)





Securities Registered Under Section 12(b) of the Act:  None





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








Common Stock, $.01 par value per share


(Title of Class)





Preferred Stock Purchase Rights


(Title of Class)








Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x




Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 xNo o









Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o




Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not 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-K or any amendment to this Form 10-K. o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)




Large Accelerated Filer o
Accelerated filer oNon-accelerated Filer o
Smaller reporting company x




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x




The aggregate market value of the shares of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as of June 30, 2010 (the last business day of the Company’s most recently completed second fiscal quarter) was $5,020,054.  For the sole purpose of making this calculation, the term “non-affiliate” has been interpreted to exclude directors, officers and holders of 10% or more of the Company’s common stock.





As of March 21, 2011, the Company had outstanding 4,663,262 shares of Common Stock, $.01 par value per share, net of treasury shares.










SMITH-MIDLAND CORPORATION





AMENDMENT NO. 1 TO FORM 10-K


For the Fiscal Year Ended December 31, 2010








Explanatory Note





This Amendment No. 1 to the Annual Report on Form 10-K/A (“Amendment No. 1”) is being filed to amend the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, previously filed on March 31, 2011 (the “Original Filing”).





Amendment No. 1 is being filed solely for the purpose of including Exhibit 23.1 “Consent of BDO USA, LLP” which was inadvertently omitted from Part IV, Item 15 of the Original Filing.  No other changes have been made to the Original Filing and this amendment does not reflect events that have occurred subsequent to the Original Filing date.








Item 15.
Exhibits and Financial Statement Schedules





Exhibit


Number
Description


23.1
Consent of BDO USA, LLP











SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




SMITH-MIDLAND CORPORATIONDate:  April 1, 2011
By: /s/ Rodney I. SmithRodney I. Smith, President

(principal executive officer)Date:  April 1, 2011
By: /s/ William A. KenterWilliam A. Kenter

(principal financial and accounting officer)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.




Name
Capacity
Date/s/ Rodney I. Smith
Director
April 1, 2011Rodney I. Smith/s/ Wesley A. Taylor
Director
April 1, 2011Wesley A. Taylor/s/ Ashley B. Smith
Director
April 1, 2011Ashley B. Smith/s/ Andrew G. Kavounis
Director
April 1, 2011Andrew G. Kavounis