**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM
      10-K/A**


**(AMENDMENT
      NO. 2)**





**x**
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





**For
      the Fiscal Year Ended December 31, 2007**




**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**


**(Name
      of registrant as specified in its charter)**





**Delaware**
              **(State
                or Other Jurisdiction of**
              **Incorporation)**
            **54-1727060**
              **(I.R.S.
                Employer Identification**
              **Number)**





**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 Exchange Act:**





**Title
                of Each Class**
            
            **Name
                on Each Exchange on**
              **Which
                Registered****Common
                Stock, $.01 par value per share**
            
            **Boston
                Stock Exchange**





**Securities
      Registered Pursuant to Section 12(g) of the Exchange 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  ̈ **** No x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or 15(d) of the Exchange Act.




Yes  ̈ **** No x




Indicate
      by check mark whether the issuer: (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 x **** No  ̈




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K 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
      the
      Form 10-K.  ̈




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 ̈
            Accelerated
                Filer ̈
            Non-accelerated
                Filer ̈
            Smaller Reporting Companyx





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).




Yes  ̈ **** No x




The
      aggregate market value of the shares of Common Stock, held by non-affiliates,
      based upon the closing price for such stock on June 30, 2007, was
      $10,039,171.





As
      of
      April 10, 2008, the Company had outstanding 4,629,962 shares of Common Stock,
      $.01 par value per share.








**SMITH-MIDLAND
      CORPORATION**





**AMENDMENT
      NO. 2 TO FORM 10-K**


**For
      the Fiscal Year Ended December 31, 2007**





**Explanatory
      Note**





This
      Amendment No. 2 to the Annual Report on Form 10-K/A (“Amendment No. 2”) is being
      filed to amend the Company’s Annual Report on Form 10-K for the fiscal year
      ended December 31, 2007, previously filed on April 15, 2008 (the “Original
      Filing”) and amends the registrant’s Amendment No. 1 on Form 10-K/A filed with
      the SEC on September 26, 2008 (“Amendment No. 1”).





Amendment
      No. 2 is being filed solely for the purpose of correcting an inadvertent error
      on Amendment No. 1, Item 9A(T). Controls and Procedures, paragraph 3. The final
      sentence of paragraph 3 is amended to read “However, based on the stage of
      completion of our assessment, in particular, the lack of the testing phase
      of
      the operating effectiveness of our internal controls, our principal executive
      officer and principal financial officer can only conclude that our internal
      control procedures over financial reporting as of December 31, 2007 were not
      effective”.





This
      Amendment No. 2 on Form10-K/A continues to describe conditions as of the date
      of
      the Original Filing, and we have not updated the disclosures contained herein
      to
      reflect events that occurred at a later date. Accordingly, this Amendment No.
      2
      should be read in conjunction with the Company’s SEC filings made subsequent to
      the Original Filing.





**Item
      9A(T).**  **Controls
      and Procedures.**





**Management’s
      Report on Internal Control over Financial Reporting**





Management
      is responsible for establishing and maintaining adequate internal control over
      financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
      Securities Exchange Act of 1934, as amended. Our internal control over financial
      reporting is a process designed to provide reasonable assurance regarding the
      reliability of the financial reporting and the preparation of financial
      statements for external purposes in accordance with generally accepted
      accounting principles. This process includes those policies and procedures
      that
      (i) pertain to the maintenance of records that, in reasonable detail, accurately
      and fairly reflect the transactions and dispositions of our assets; (ii) provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures are being made only
      in
      accordance with authorizations of our management and directors; and (iii)
      provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a
      material effect on our financial statements.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of the
      internal control over financial reporting to future periods are subject to
      risk
      that the internal control may become inadequate because of changes in
      conditions, or that the degree of compliance with policies or procedures may
      deteriorate.





Our
      management conducted an initial phase evaluation of the effectiveness of our
      internal control over financial reporting based on the framework in “Internal
      Control – Integrated Framework” issued by the Committee of Sponsoring
      Organizations of the Treadway Commission (“COSO”), as of December 31, 2007. This
      initial phase consisted of a top-down approach to risk assessment as provided
      for by SEC guidance and did not identify any material weaknesses. However,
      based
      on the stage of completion of our assessment, in particular, the lack of the
      testing phase of the operating effectiveness of our internal controls, our
      principal executive officer and principal financial officer can only conclude
      that our internal control procedures over financial reporting as of December
      31,
      2007 were not effective.





The
      Company was unable to complete the testing phase of the operating effectiveness
      of our internal controls due to the unexpected departure of our Chief Financial
      Officer and our controller going on medical leave. The Company secured the
      services provide financial management while the Company aggressively searches
      for a permanent CFO.





Since
      the
      completion of the internal control design phase of our evaluation of the
      effectiveness of our internal control over financial reporting, we have been
      working with our consulting firm to develop a plan which will be designed to
      test the operating effectiveness of our internal controls. We anticipate that
      this phase of the project will be completed by the end of 2008, in order to
      be
      in a position to provide a full and complete evaluation of the effectiveness
      of
      our internal control over financial reporting to be filed as part of the Form
      10-K filing for the year ending December 31, 2008.





This
      annual report does not include an attestation report of the Company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to such attestation pursuant to temporary
      rules of the SEC that require only management’s report.








**Disclosure
      controls and procedures**





We
      carried out our evaluation, under the supervision and with the participation
      of
      our management, including our Chief Executive Officer, of the effectiveness
      of
      our disclosure controls and procedures as of the end of the period covered
      by
      this report, pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934, as amended. Based on that evaluation and the remaining
      testing phase to be completed, our principal executive officer and principal
      financial officer can only conclude that our disclosure controls and procedures
      as of December 31, 2007 were not effective.




**Changes
      in Internal Control over Financial Reporting**





There
      has
      been no change in the Company’s internal control over financial reporting during
      the quarter ended December 31, 2007 that has materially affected, or is
      reasonably likely to materially affect, its internal control over financial
      reporting except as disclosed above.





**Item
      15.**  **Exhibits
      and Financial Statement Schedules**





**Exhibit**
              **Number**
            
            **Description**31.1
            
            Certification
                of Chief Executive Officer.31.2
            
            Certification
                of principal Accounting Officer









**SIGNATURES**





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





**SMITH-MIDLAND
                CORPORATION**Date:
                October 16, 2008
            By:
            /s/
                Rodney I. SmithRodney
                I. Smith, President(principal
                executive officer)Date:
                October 16, 2008
            By:
            /s/
                Wesley A. TaylorWesley
                A. Taylor,(principal
                financial 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
              
              October
                  16, 2008Rodney
                  I. Smith/s/
                  Wesley A. Taylor
              
              Director
              
              October
                  16, 2008Wesley
                  A. Taylor/s/
                  Ashley B. Smith
              
              Director
              
              October
                  16, 2008Ashley
                  B. Smith/s/
                  Andrew G. Kavounis
              
              Director
              
              October
                  16, 2008Andrew
                  G. Kavounis