SECURITIES AND EXCHANGE COMMISSION


                              WASHINGTON, DC 20549


                                    FORM 10-K


                    For the Fiscal Year Ended March 31, 2002

                                       of

                         REYNOLDS, SMITH AND HILLS, INC.



                              a Florida Corporation
                   IRS Employer Identification No. 59-2986466
                             SEC File Number 0-18984


                               4651 Salisbury Road
                           Jacksonville, Florida 32256
                                 (904) 296-2000




     Reynolds,  Smith and Hills,  Inc. does not have any  securities  registered
pursuant to Section 12(b) of the Act. Reynolds,  Smith and Hills,  Inc.'s Common
Stock, $.01 par value per share, is registered  pursuant to Section 12(g) of the
Act.

     Reynolds,  Smith and Hills,  Inc. (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.

     Reynolds,  Smith and  Hills,  Inc.  is  unaware  of any  delinquent  filers
pursuant to Item 405 of Regulation S-K.

     The estimated  aggregate market value of Reynolds,  Smith and Hills, Inc.'s
Common  Stock  held by  non-affiliates  as of June 25,  2002  was  approximately
$5,683,000.  As of June 25, 2002,  481,672 shares of Reynolds,  Smith and Hills,
Inc.'s Common Stock, $.01 par value per share, were outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of Reynolds,  Smith and Hills,  Inc.'s Proxy  Statement dated June
25, 2002 are incorporated by reference into Part III.


<PAGE>


                                TABLE OF CONTENTS
                                    FORM 10-K
 Item
 Number           CAPTION                                                   PAGE
--------          -------                                                   ----

                  PART I

Item  1. BUSINESS                                                              3

Item  2. PROPERTIES                                                            5

Item  3. LEGAL PROCEEDINGS                                                     5

Item  4. SUBMISSION OF MATTERS TO A VOTE OF
                  SECURITY  HOLDERS                                            5

EXECUTIVE OFFICERS OF THE REGISTRANT                                           6

                  PART II

Item  5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
                  RELATED  STOCKHOLDER MATTERS                                 7

Item  6. SELECTED FINANCIAL DATA                                               8

Item  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS                          9

Item  7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                  MARKET RISK                                                 13

Item  8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                          13

Item  9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE                         14

                  PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
                  REGISTRANT                                                  14

Item 11. EXECUTIVE COMPENSATION                                               14

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT                                              14

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                       14

                  PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                  REPORTS ON FORM 8-K                                         15



                                       2
<PAGE>


                                     PART I

Item 1.  BUSINESS

     Reynolds,  Smith and Hills, Inc. (the "Company") is a professional  service
firm  operating  in the  engineering,  architectural  design  and  environmental
services industry. The Company was incorporated in the State of Florida in 1989.
As used herein, the "Company" refers to Reynolds,  Smith and Hills, Inc. and its
subsidiaries.

     The Company provides a full range of architectural,  engineering,  planning
and environmental services to public and private sector clients primarily in the
southeastern United States. Specific industry markets are also served nationally
and internationally.  Services are provided through the following market-focused
programs:

         *        Transportation  - Provides a full array of  services to state,
                  and  local   authorities  for  all  modes  of   transportation
                  including highways, transit, rail and ports.

         *        Aviation - Serves airports,  airlines,  governmental  agencies
                  and private  clients  providing  services  for  terminals  and
                  support  buildings,  airfield  facilities,  and  planning  and
                  environmental services.

         *        Aerospace and Defense - Services NASA,  Department of Defense,
                  and commercial  aerospace  contractors  in the  development of
                  launch and other facilities.

         *        Public Infrastructure - Serves the needs of local governmental
                  and quasi-governmental agencies supporting water, storm water,
                  wastewater, parks and public buildings.

         *        Commercial  - Provides  comprehensive  services to  corporate,
                  commercial  and  industrial  clients.  Comprehensive  services
                  include facility design, land development,  facility planning,
                  and construction management.

         *        Institutional - Provides services to educational, governmental
                  and research-oriented  clients.  Services include planning and
                  designing   schools,   courthouses,   research  and  technical
                  facilities.

     Acquisition.  In November  2001,  the Company  acquired  Sylva  Engineering
     -----------
Corporation  ("Sylva"), a 35 person engineering firm with offices in Houston and
Austin,  Texas. Sylva will supplement the Company's existing Houston office, and
will be absorbed in the  Transportation  program.  The acquisition was accounted
for as a  purchase.  Refer to Note 2 of the  "Notes  to  Consolidated  Financial
Statements" included in this report for further discussion of the acquisition.


                                       3
<PAGE>

     Competition.  The engineering and architectural services industry is highly
     -----------
competitive.  The Company's  competitors include large national firms as well as
many small local firms.  The Company  competes  with these firms on the basis of
technical  capabilities,  qualifications of personnel,  reputation,  quality and
price. Additionally, a local presence is important in certain areas. No one firm
currently dominates a significant portion of the industry.

     Major Customers. For each of the years ended March 31, 2002, 2001 and 2000,
     ---------------
approximately 80% of the Company's  business was with departments or agencies of
federal,  state and local governments.  Contracts with the Florida Department of
Transportation  provided  approximately  25%, 25%, and 30% of total revenues for
each of the  fiscal  years  2002,  2001 and  2000,  respectively.  The loss of a
significant client such as the Florida Department of Transportation would have a
material adverse effect on the Company.  No other customer  accounted for 10% or
more of total revenues.

     Backlog.  Gross  revenue  backlog is the estimated  revenue from  contracts
     -------
entered  into with  clients,  less that  portion  which has been  recognized  as
revenue.  Backlog is subject to revision due to cancellations,  modifications or
changes  in the  scope  of  projects.  There  can be no  assurance  that  signed
contracts  will  ultimately  be authorized or will not be canceled by clients in
accordance with their terms. Net revenue backlog is estimated  revenue excluding
subconsultant and other direct costs and more accurately reflects the amounts to
be earned for activities performed by the Company.

     The Company's gross backlog at March 31, 2002 was $63.1 million compared to
$53.8 million at March 31, 2001. Net backlog was $42.3 million at March 31, 2002
as compared to $37.6 million at March 31, 2001. It is currently  estimated  that
approximately $30 million of services included in the Company's gross backlog as
of March 31,  2002 will be  performed  in fiscal  year 2003.  The  Company  will
receive  additional  revenue in fiscal year 2003 from sales generated during the
year which are not included in the March 31, 2002 backlog.

     Governmental Contracts. Some service contracts with departments or agencies
     ----------------------
of federal, state, and local governments are subject to renegotiation of profits
or  termination at the election of the  government.  The Company is not aware of
any adjustments that would have a material impact on the Company.

     Compliance with  Environmental  Laws.  Compliance  with federal,  state and
     ------------------------------------
local  regulations which have been enacted or adopted relating to the protection
of the  environment is not expected to have any material effect upon the capital
expenditures,  earnings and competitive position of the Company.  However,  such
compliance   by  the   Company's   clients   may   require   the  need  for  the
environmental-related services that the Company provides.

     Employees. At March 31, 2002 the Company employed 590 persons.
     ---------


                                       4
<PAGE>



Item 2.  PROPERTIES

     The Company leases its principal office space in Jacksonville, Florida, and
seven branches  occupy leased office space in the following  Florida  locations:
Fort Myers, Merritt Island, Miami, Orlando, Plantation,  Tallahassee, and Tampa.
The  Company  also  maintains  leased  offices in Flint,  Michigan;  Houston and
Austin, Texas; Naperville,  Illinois;  Duluth,  Minnesota; and Charlotte,  North
Carolina. In addition, the Company leases space at construction sites in various
locations.  These leases expire at various dates through  fiscal year 2013.  The
current facilities are sufficient for the operation of the business.

Item 3.  LEGAL PROCEEDINGS

     The  Company  is  subject to  lawsuits  that arise in the normal  course of
business  involving  claims typical of those filed against the  engineering  and
architectural  professions.  These suits primarily  allege  professional  errors
and/or omissions.  The Company maintains  professional liability insurance which
insures  against risk within the policy limits.  There can be no assurances that
the policy limits are  sufficient  to cover all claims.  Other than as described
below,  there  are no legal  proceedings  pending  or, to the  knowledge  of the
Company,  threatened  against the Company which are not covered by insurance and
which would have a material adverse effect on the Company's  financial position,
results of operations, or cash flows.

     Effective  November 2, 2001, the insurance  policy of the Company issued by
its former  professional  liability  insurance  carrier,  Reliance Insurance Co.
("Reliance"),  for claims made from June, 1998 through June, 2000, was cancelled
as a result of an Order of Liquidation (the "Order") approved on October 3, 2001
by the Insurance  Commissioner of the  Commonwealth of  Pennsylvania.  While the
claims period under the insurance policy issued by Reliance to the Company ended
in June,  2000,  there are several  lawsuits pending as to which Reliance is the
Company's insurance carrier.  As a result of the Order,  Reliance will no longer
pay any adverse  judgment  against  the  Company up to the policy  limit of $5.0
million and will no longer pay the  Company's  defense costs with respect to the
pending lawsuits. The Florida Insurance Guaranty Association ("FIGA"),  however,
has approved the Company's  legal counsel to continue the defense of the pending
lawsuits for the Company and will provide defense costs and substitute  coverage
of up to $300,000  per claim.  Should the Company  incur any  litigation-related
costs not covered by FIGA but within  Reliance  policy limits,  then the Company
can file a claim in the Reliance liquidation  proceedings and attempt to recover
such  incurred  costs.  It is not possible to predict the outcome of  litigation
against  the  Company nor the costs  which may be  recoverable  in the  Reliance
liquidation  proceeding,  if any. As such,  management is unable to estimate the
amount or range of loss that could arise from this situation.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the quarter ended
March 31, 2002.


                                       5
<PAGE>

                      EXECUTIVE OFFICERS OF THE REGISTRANT

The following persons serve as the executive officers of the Company:

Name                                Age               Position Held
----                                ---               -------------

Leerie T. Jenkins, Jr.               53               Chairman of the Board  and
                                                      Chief Executive Officer

David K. Robertson                   50               Chief  Operating  Officer,
                                                      Executive  Vice President,
                                                      Secretary, Treasurer,  and
                                                      Director

Kenneth R. Jacobson                  52               Chief  Financial  Officer,
                                                      Executive  Vice President,
                                                      and General Counsel


J. Ronald Ratliff                    53               Executive  Vice  President
                                                      and Director

Darold F. Cole                       60               Senior Vice President  and
                                                      Director



     Mr.  Jenkins'  principal  positions  are  Chairman  of the  Board and Chief
Executive  Officer  of the  Company,  which he has held since  1990.  He holds a
Masters and Bachelors  degree in Landscape  Architecture  from the University of
Michigan and University of Georgia, respectively.

     Mr. Robertson's  principal positions are Chief Operating Officer,  which he
has held since June 1999,  Secretary,  Treasurer,  and  Director of the Company,
which he has held since 1990.  From 1990 to 1999,  Mr.  Robertson  also held the
position of Chief Financial Officer.  He graduated from Florida State University
with a degree in Business.

     Mr.  Jacobson  joined  the  Company  in  December  1999  and his  principal
positions are Chief Financial  Officer,  Executive Vice  President,  and General
Counsel.  Prior to joining the Company, Mr. Jacobson was a Senior Partner at the
law firm of  Jacobson  & Beavers  from 1986 to 1999.  Mr.  Jacobson  serves as a
member of the board of directors of Pisgah Astronomical  Research  Institute,  a
non-profit  scientific  research  entity.  He graduated from Georgia Tech with a
degree in Industrial Management.  He received a Juris Doctorate degree from Wake
Forest University and an MBA from the University of North Carolina.



                                       6
<PAGE>


     Mr. Ratliff's principal positions are Executive Vice President, to which he
was appointed in June 1999,  and Director of the Company which he has held since
1990.  From 1990 to 1999,  Mr.  Ratliff  served as Senior Vice  President of the
Company. He holds a Masters degree in Urban and Regional Planning, and Bachelors
degrees in Geology and Urban and Regional  Planning from the University of South
Florida.

     Mr. Cole's  principal  positions are Senior Vice  President and Director of
the  Company,  which he has held  since  1990.  He holds a degree in  Electrical
Engineering from Kansas State University.


                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The  Company's  securities  are not  presently  traded on any public  stock
exchange or other public market.  The Company had approximately 260 shareholders
of record at March 31, 2002, including persons owning the Company's common stock
through its 401(k)  plan.  The Company pays no dividends on its common stock but
instead reinvests earnings into the Company to fund growth. The Company does not
intend on paying any cash dividends in the foreseeable future.

     The  following  summary  presents  compensation  plans under  which  equity
securities of the Company are authorized for issuance as of March 31, 2002:
<TABLE>

                      Equity Compensation Plan Information

                                                                                                 Number of securities
                                                                                               remaining available for
                                       Number of Securities to be       Weighted-average        future issuance under
                                         issued upon exercise of        exercise price of     equity compensation plans
                                          outstanding options,        outstanding options,      (excluding securities
                                           warrants and rights         warrants and rights     reflected in column (a))
            Plan Category                          (a)                         (b)                       (c)
--------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                         <C>                       <C>
Equity compensation plans
Approved by security holders                     40,000                      $ 14                      110,000

Equity compensation plans not
Approved by security holders                       ---                        ---                        ---

                Total                            40,000                      $ 14                      110,000
</TABLE>




                                       7
<PAGE>



Item 6.  SELECTED FINANCIAL DATA

     The following  selected  financial data should be read in conjunction  with
the  financial  statements  of the Company,  including  the notes  thereto,  and
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations.
<TABLE>

SELECTED FINANCIAL DATA
(in thousands, except share and per share data)

                                                                       YEAR ENDED MARCH 31

                                          2002             2001              2000             1999              1998


STATEMENT OF OPERATIONS DATA:

<S>                                     <C>              <C>              <C>              <C>              <C>
Gross revenue                           $ 67,214         $ 58,519         $ 51,818         $ 42,919         $ 37,122

Net service revenue                       50,301           44,407           38,102           31,583           26,734

Net income                                   767              738              790              581              567

Common stock per share data:

Basic earnings per share                    1.65             1.63             1.76             1.29             1.25

Weighted average shares of
    common stock outstanding             465,000          453,000          448,000          452,000          455,000

BALANCE SHEET DATA:

Working capital                            6,512            4,965            3,960            3,508            3,926

Total assets                              22,145           18,738           16,717           13,926           13,310

Long-term debt (less current portion)      1,074                0              100              200                0

Common stockholders' equity                9,253            8,096            7,301            6,460            5,908
</TABLE>





                                       8
<PAGE>




Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


OVERVIEW

     The following  discussion and analysis of the Company's financial condition
and results of operations  should be read in conjunction  with its  Consolidated
Financial  Statements and Notes to Consolidated  Financial  Statements  included
under  Item  8  of  this  Report.  The  preparation  of  consolidated  financial
statements  requires  management  to  make  estimates  and  assumptions,  in the
application of certain of its accounting  policies,  about the effect of matters
that are  inherently  uncertain.  These  estimates  and  assumptions  affect the
reported  amounts  of  certain  assets,  liabilities,  revenues,  and  expenses.
Different amounts could be reported under different conditions,  or if different
assumptions  were used in the  application  of these  accounting  policies.  The
accounting policy considered significant in this respect is the determination of
revenue  to  be  recognized  using  the  percentage-of-completion  method.  This
significant  accounting  policy  is  discussed  in  Note  1  of  the  "Notes  to
Consolidated Financial Statements."

RESULTS OF OPERATIONS

     The  following  table  sets forth the  percentage  of net  service  revenue
represented by the items in the Company's consolidated statements of income:

                                                  Year Ended March 31,
                                       ----------------------------------------

                                       2002              2001              2000
                                       ----              ----              ----

Gross revenue                         133.6%            131.8%            136.0%

Subcontract and other
 direct costs                          33.6              31.8              36.0
                                      -----             -----             -----

   Net service revenue                100.0             100.0             100.0

Cost of services                       38.3              37.4              38.5
                                      -----             -----             -----

   Gross profit                        61.7              62.6              61.5

Selling, general, and
 administrative expenses               58.8              59.8              57.9
                                      -----             -----             -----

   Operating income                     2.9               2.8               3.6

Other income (expense)                  ---                .1               ---
                                      -----             -----             -----

   Income before income taxes           2.9               2.9               3.6

Income tax expense                      1.4               1.2               1.5
                                      -----             -----             -----

   Net income                           1.5%              1.7%              2.1%
                                      =====             =====             =====



                                       9
<PAGE>

     Gross  revenue  for  fiscal  2002 was $67.2  million as  compared  to $58.5
million for fiscal 2001.  This $8.7 million  increase (15%) was due primarily to
increased  revenues in the  transportation  and aviation programs as a result of
current and prior year marketing efforts, offset by declines in other programs.

     Revenues in fiscal year 2002 for the  Transportation  program  increased by
$8.5 million,  including a $1.5 million  increase as a result of the acquisition
of Sylva  Engineering  Corporation  in  November,  2001.  The  Aviation  program
increased revenues in Florida and the Midwest, adding $1.5 million in revenues.

     Revenues for fiscal 2001 was $58.5 million as compared to $51.8 million for
fiscal 2000.  This 13% increase was due  primarily to increased  revenues in the
transportation, aviation, aerospace/defense and commercial programs.

     For each of the  fiscal  years  ended  March  31,  2002,  2001,  and  2000,
approximately  80% of the Company's  revenues were  generated from public sector
clients.

     Subcontract  and other  direct  costs were 34%,  32% and 36% of net service
revenues for fiscal years 2002, 2001, and 2000,  respectively.  Fiscal year 2002
reflects an  increase in the use of  subconsultants  in the  transportation  and
aviation  programs.  The decrease in fiscal year 2001 is primarily a result of a
decrease  in the use of  subconsultants  in the  institutional  program,  offset
partially  by an  increased  use of  subconsultants  in the  transportation  and
aerospace programs.

     Net service revenue more accurately reflects revenue for services performed
by the Company.  Net service  revenue was $50.3  million for fiscal 2002,  $44.4
million for fiscal 2001,  and $38.1 million for fiscal 2000.  The respective 13%
and 17% increases correspond primarily to the increases in gross revenues.

     Cost  of  services  represents  direct  labor  costs  associated  with  the
generation  of net service  revenues.  Cost of services,  as a percentage of net
service  revenue,  remained  consistent at 38%, 37%, and 38%,  respectively  for
fiscal years ended March 31, 2002,  2001, and 2000.  Gross profit,  as a result,
was 62%, 63% and 62% for fiscal years 2002, 2001, and 2000, respectively.

     Selling,  general and administrative (SG&A) expenses consist of labor costs
of production  personnel not utilized on projects (i.e.  indirect labor),  labor
costs of  administrative  and  support  personnel,  office  rent,  depreciation,
insurance,   and  other  operating  expenses.   SG&A  expenses  remained  fairly
consistent as a percentage of net service revenue ranging from approximately 58%
to 60% for each of the three previous fiscal years.


                                       10
<PAGE>


     SG&A expenses  increased to $29.6 million in fiscal 2002 from $26.6 million
in fiscal 2001.  This 11%  increase was due  primarily to increases in personnel
and  associated  costs.  The  number  of  employees  increased  to 590  from 530
throughout fiscal year 2002 in response to an increased workload, as well as the
addition  of  35  employees  due  to  the   acquisition  of  Sylva   Engineering
Corporation.  Other  increases in SG&A expenses were  experienced in office rent
expense  relating to  expanded  office  space,  warranty  accrual and  equipment
expense.   Offsetting  these   increases,   was  a  decrease  in  the  incentive
compensation expense due to the reduced earnings before incentive compensation.

     SG&A  expenses  increased  20% to $26.6  million in fiscal  2001 from $22.1
million  in fiscal  2000.  This  increase  was due  primarily  to  increases  in
personnel expenses relating to increased workload.  The number of employees grew
to 530 from 470 during fiscal year 2001.  Other  increases in SG&A expenses were
experienced in rent expense relating to expanded office space,  marketing costs,
equipment leases, consultants, and insurance. Also, as a result of the Company's
increased  earnings  before  incentive  compensation  in  fiscal  2001  and  the
implementation  of  a  new  long-term  incentive  plan,  incentive  compensation
increased $400,000 from fiscal 2000.

     Net income was  $767,000 in 2002,  $738,000 in 2001,  and $790,000 in 2000.
The  increase in fiscal 2002 was  primarily  a result of  increased  net service
revenues.  Fiscal 2001 net income  decreased  from fiscal 2000  primarily due to
increased incentive compensation expense.


LIQUIDITY AND CAPITAL RESOURCES

     The Company's liquidity and capital measurements are set forth below:

                                                       March 31
                                           ------------------------------
                                            2002        2001        2000
                                           ------      ------      ------

Working capital (in thousands)             $6,512      $4,965      $3,960

Current ratio                              1.58:1      1.49:1      1.45:1

Ratio of liabilities to equity             1.39:1      1.31:1      1.29:1


     Cash flows from  operations  were  negative for fiscal year ended March 31,
2002 due primarily to an increase in accounts  receivable  and unbilled  service
revenue,  and a reduction  in accounts  payable  and  accrued  liabilities.  The
balance of accounts  receivable and unbilled  service revenue grew during fiscal
year 2002 due mostly to the increase in gross revenue. Combined days outstanding
were  81  and  79  days  for  fiscal  years  ended  March  31,  2002  and  2001,
respectively. The reduction of accounts payable and accrued expenses, net of the


                                       11
<PAGE>


acquisition,  was a result  of the  timing  of  payments.  The  majority  of the
decrease was in accounts  payable.  For fiscal  years 2001 and 2000,  cash flows
from  operations  were positive due primarily to net income.  Growth in revenues
caused increases in accounts receivable and unbilled service revenues, offset by
increases in accounts payable and unearned service revenues.

     The Company has in place a line of credit that  provides for  borrowings up
to  $3,000,000  as of March 31, 2002,  with  interest at the lower of the bank's
prime rate plus 0.1% or LIBOR plus 2.8%.  As of March 31, 2002,  the Company had
$948,000 outstanding under the line of credit. The borrowing agreement, which is
scheduled for renewal on September 30, 2002, contains financial  covenants.  The
Company is in compliance with all provisions and expects that the agreement will
be renewed.  Substantially  all of the Company's  tangible assets are pledged as
security pursuant to the borrowing agreement.

     The Company believes that its existing financial  resources,  together with
its cash flow from  operations and its unused bank line of credit,  will provide
sufficient  capital to fund its  operations  for fiscal 2003.  This statement is
based on information that is currently available.

Recent Accounting Pronouncements

     In June, 2001, the Financial Accounting Standards Board issued Statement of
Financial  Accounting Standards ("SFAS") No. 141, "Business  Combinations",  and
SFAS No. 142,  "Goodwill and Other  Intangible  Assets." These  Statements  make
significant changes to the accounting for business  combinations,  goodwill, and
intangible assets.  Effective for business combinations completed after June 30,
2001, SFAS No. 141 eliminates the pooling-of-interests  method of accounting and
further  clarifies the criteria for recognition of intangible  assets separately
from goodwill.

     SFAS  No.  142  discontinues  the  practice  of  amortizing   goodwill  and
indefinite  lived   intangible   assets  and  initiates  an  annual  review  for
impairment.  Impairment will be examined more  frequently if certain  indicators
are encountered. Intangible assets with a determinable useful life will continue
to be amortized over that period. SFAS No. 142 will be effective for the Company
beginning April 1, 2002. However, the amortization  provisions apply immediately
to  goodwill  resulting  from the  Company's  acquisition  of Sylva  Engineering
Corporation.  The company does not anticipate that an impairment  charge will be
recorded as a result of the adoption of SFAS 142. Based on amortization  expense
recorded in fiscal year 2002, the elimination of goodwill  amortization  expense
will increase net income by approximately $70,000, or $0.15 per common share.





                                       12
<PAGE>


Cautionary Notice Regarding Forward-Looking Statements

     Certain  information  contained  in this report,  including  "Item 3. Legal
Proceedings"  and "Item 7  Management's  Discussion  and  Analysis of  Financial
Condition  and Results of  Operations," consists of  forward-looking  statements
based on current  expectations  and plans that involve risks and  uncertainties.
Forward-looking statements frequently are identified by the use of terms such as
"expect", "believe", "estimate", "may", "should", "will" or similar expressions.
The Private Securities  Litigation Reform Act of 1995 provides a safe harbor for
forward-looking  statements.  In order  to  comply  with  the  terms of the safe
harbor,  the Company  notes that a variety of factors  could cause the Company's
actual results and experiences to differ materially from the anticipated results
or  other  expectations  expressed  in  the  forward-looking   statements.   All
forward-looking  statements  in  this  report  are  based  on  information  that
currently is available.

     The risks and uncertainties that may affect the operations, development and
results of the Company's  business,  in addition to those discussed elsewhere in
this report,  include the  following,  among other  factors:  (a) the ability to
attract and retain qualified professional  personnel;  (b) periodic fluctuations
in general business  conditions and in demand for the types of services provided
by the  Company,  including  any  reduction  in  demand  for  architectural  and
engineering  services in the public sector;  (c) the timing of new awards and of
funding for such awards;  (d) the ability of the Company to meet  performance or
schedule guarantees; cost overruns on fixed or maximum priced contracts; and (e)
the ability to recover  defense  costs,  any claims,  and  substitute  insurance
coverage  as a  result  of the  Order of  Liquidation  instituted  for  Reliance
Insurance Company.


Item 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company  believes that its exposure to market risks is immaterial.  The
Company holds no market-risk  sensitive  instruments  for trading  purposes.  At
present, the Company does not employ any derivative financial instruments, other
financial  instruments or derivative  commodity  instruments to hedge any market
risk, and the Company does not currently plan to employ them in the near future.
To the extent  that the  Company  has  borrowings  outstanding  under its credit
facility,  there may be market risk relating to the amount of borrowings  due to
the fact that the interest rate under the credit facility is variable.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  consolidated  Financial  Statements  of the  registrant  are set forth
beginning on page 15 of this report.



                                       13
<PAGE>

Item 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

         None.

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information  regarding  directors  appearing under the caption "Proposal 1.
Election of Directors" in the Company's  Proxy  Statement for the Annual Meeting
to be held July 30, 2002, is hereby  incorporated by reference.  Information set
forth  under  the  caption   "Section  16(a)  Beneficial   Ownership   Reporting
Compliance" in the Company's  Proxy  Statement for the Annual Meeting to be held
July 30, 2002, is hereby incorporated by reference.

Item 11. EXECUTIVE COMPENSATION

     Information  appearing under the caption "Summary of Cash and Certain Other
Compensation", including the "Summary Compensation Table", and "Option Exercises
and Fiscal  Year-End  Values",  in the Company's  Proxy Statement for the Annual
Meeting of  Shareholders  to be held July 30, 2002,  is hereby  incorporated  by
reference.

Item 12. SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND  MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

     Information  setting forth the  securities  authorized  for issuance  under
equity  compensation  plans is set forth in Item 5 of this  Report and is hereby
incorporated by reference.  Information  setting forth the security ownership of
certain  beneficial owners and management  appearing under the caption "Security
Ownership of Certain Beneficial Owners" in the Company's Proxy Statement for the
Annual Meeting of Shareholders to be held July 30, 2002, is hereby  incorporated
by reference.

Item 13. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS

     Information  regarding  certain  related  transactions  appearing under the
caption "Certain  Relationships and Related Transactions" in the Company's Proxy
Statement for the Annual  Meeting of  Shareholders  to be held July 30, 2002, is
hereby incorporated by reference.



                                       14
<PAGE>

                                     PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
                                                                            PAGE
                                                                            ----

(a)(1)   Financial Statements

         Independent Auditors' Report                                         18

         Consolidated Statements of Income, years ended
                  March 31, 2002, 2001 and 2000                               19

         Consolidated Balance Sheets as of March 31,
                  2002 and 2001                                               20

         Consolidated Statements of Shareholders' Equity,
                  years ended March 31, 2002, 2001
                  and 2000                                                    21

         Consolidated Statements of Cash Flows, years
                  ended March 31, 2002, 2001 and 2000                         22

         Notes to Consolidated Financial Statements                           23

(a)(2)   Financial Statement Schedule

         Independent Auditors' Report                                         36

         Schedule II - Valuation and Qualifying Accounts                      37

(a)(3)   Exhibits

2.1      Stock  Purchase  Agreement,  dated November 12, 2001,  among  Reynolds,
         Smith and Hills,  Inc.,  Cesar E. Sylva LL, James R. Squire,  W. Edward
         Conger, and Ronald R. Kline (incorporated by reference to the Company's
         Form 8-K filed November 13, 2001).

2.2      Non-negotiable  Subordinated  Promissory Note, dated November 12, 2001,
         payable  to  Cesar  E.  Sylva  LL  (incorporated  by  reference  to the
         Company's Form 8-K filed November 13, 2001).

2.3      Buy-Sell Agreement,  dated November 12, 2001, among Reynolds, Smith and
         Hills, Inc, Cesar E. Sylva LL, James R. Squire,  W. Edward Conger,  and
         Ronald R. Kline  (incorporated  by reference to the Company's  Form 8-K
         filed November 13, 2001).


                                       15
<PAGE>

3.1*     Articles of Incorporation of the Company, as amended

3.2*     By-Laws of the Company

10.1**   Reynolds,  Smith and Hills,  Inc.  Amended and Restated  1991  Employee
         Stock Bonus Plan

10.2**   Reynolds,  Smith and Hills, Inc. Amended and Restated 1991 Nonqualified
         Stock Option Plan

10.3**   Reynolds,  Smith and Hills,  Inc.  Amended and Restated 1991  Incentive
         Stock Option Plan

21       List of Subsidiaries                                                 38

23       Consent of Deloitte & Touche LLP                                     39

* Filed in  connection  with  and  incorporated  by  reference  to  Registration
Statement on Form 10 (filed January 15, 1991).
** Filed in  connection  with and  incorporated  by reference  to the  Company's
September 30, 1997 Quarterly Report on Form 10-Q (filed November 12, 1997).

(b)     Reports on Form 8-K

        No report on Form 8-K was filed during the quarter ended March 31, 2002.



                                       16
<PAGE>



                                   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.

                                         Reynolds, Smith and Hills, Inc.

Dated: June 25, 2002                     By /s/ Kenneth R. Jacobson
       -------------                     -----------------------
                                         Kenneth R. Jacobson
                                         Chief Financial Officer, Executive Vice
                                         President, and General Counsel

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

<TABLE>

       Signature                    Capacity                                    Date
       ---------                    --------                                    -----


<S>                                 <C>
/s/ Leerie T. Jenkins, Jr.          Chairman of the Board                       June 25, 2002
--------------------------          and Chief Executive Officer
Leerie T. Jenkins, Jr.              (Principal Executive Officer)


/s/ David K. Robertson              Chief Operating Officer, Executive          June 25, 2002
--------------------------          Vice President, Secretary, Treasurer,
David K. Robertson                  and Director


/s/ Kenneth R. Jacobson             Chief Financial Officer, Executive          June 25, 2002
--------------------------          Vice President, and General Counsel
Kenneth R. Jacobson                 (Principal Financial and
                                    Accounting Officer)


/s/ Darold F. Cole                  Director                                    June 25, 2002
--------------------------
Darold F. Cole

/s/ Ronald Ratliff                  Director                                    June 25, 2002
--------------------------
J. Ronald Ratliff

--------------------------          Director
R. Ray Goode

--------------------------
James W. Apthorp                    Director
</TABLE>



                                       17
<PAGE>



INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Reynolds, Smith and Hills, Inc.
Jacksonville, Florida


We have audited the accompanying  consolidated balance sheets of Reynolds, Smith
and Hills,  Inc. and its  subsidiaries  (the "Company") as of March 31, 2002 and
2001 and the related consolidated  statements of income,  shareholders'  equity,
and cash flows for each of the three years in the period  ended March 31,  2002.
These consolidated  financial statements are the responsibility of the Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material respects, the financial position of Reynolds, Smith and Hills, Inc. and
its  subsidiaries  as of  March  31,  2002 and  2001  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
March 31, 2002 in conformity with accounting  principles  generally  accepted in
the United States of America.

/s/ Deloitte and Touche LLP

Certified Public Accountants
Jacksonville, Florida
June 7, 2002



                                       18
<PAGE>



REYNOLDS, SMITH AND HILLS, INC.
CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED MARCH 31
--------------------------------------------------------------------------------
<TABLE>


                                                       2002                     2001                     2000
                                                   ------------             ------------             ------------

<S>                                                <C>                      <C>                      <C>
GROSS REVENUE                                      $ 67,214,000             $ 58,519,000             $ 51,818,000

SUBCONTRACT AND OTHER
  DIRECT COSTS                                       16,913,000               14,112,000               13,716,000
                                                   ------------             ------------             ------------

     Net service revenue                             50,301,000               44,407,000               38,102,000

COST OF SERVICES                                     19,249,000               16,594,000               14,671,000
                                                   ------------             ------------             ------------

     Gross profit                                    31,052,000               27,813,000               23,431,000

SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                         29,589,000               26,551,000               22,080,000
                                                   ------------             ------------             ------------

     Operating income                                 1,463,000                1,262,000                1,351,000

OTHER INCOME (EXPENSE)
Interest and other income                                53,000                   41,000                   30,000
Interest expense                                        (45,000)                 (19,000)                 (56,000)
                                                   ------------             ------------             ------------

     Income before income taxes                       1,471,000                1,284,000                1,325,000

INCOME TAX EXPENSE                                      704,000                  546,000                  535,000
                                                   ------------             ------------             ------------

     NET INCOME                                    $    767,000             $    738,000             $    790,000
                                                   ============             ============             ============

BASIC EARNING PER SHARE                            $       1.65             $       1.63             $       1.76
                                                   ------------             ------------             ------------
WEIGHTED AVERAGE
 COMMON SHARES
   OUTSTANDING                                          465,000                  453,000                  448,000
                                                   ============             ============             ============
</TABLE>

See accompanying notes to consolidated financial statements.



                                       19
<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31
--------------------------------------------------------------------------------
<TABLE>


ASSETS                                                                                                2002                  2001
------                                                                                            -----------            -----------
<S>                                                                                               <C>                    <C>
CURRENT ASSETS:
Cash                                                                                              $   440,000            $   420,000
Accounts receivable, net of allowance for doubtful accounts of
     $135,000 and $115,000                                                                          9,120,000              7,396,000
Unbilled service revenue                                                                            7,204,000              6,440,000
Prepaid expenses and other current assets                                                             273,000                 95,000
Deferred income taxes                                                                                 767,000                718,000
                                                                                                  -----------            -----------

     Total current assets                                                                          17,804,000             15,069,000

PROPERTY AND EQUIPMENT, net                                                                         2,195,000              2,297,000

OTHER ASSETS                                                                                          165,000                169,000
GOODWILL, net of accumulated amortization of $533,000
and $417,000                                                                                        1,981,000              1,203,000
                                                                                                  -----------            -----------

                                                                                                  $22,145,000            $18,738,000
                                                                                                  ===========            ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
Current portion of long-term debt                                                                 $ 1,266,000            $   100,000
Accounts payable                                                                                    2,991,000              3,238,000
Accrued expenses                                                                                    3,523,000              3,167,000
Unearned service revenue                                                                            3,512,000              3,599,000
                                                                                                  -----------            -----------

     Total current liabilities                                                                     11,292,000             10,104,000

LONG-TERM DEBT                                                                                      1,074,000                  -----

DEFERRED INCOME TAXES                                                                                 373,000                204,000

OTHER LIABILITIES                                                                                     153,000                334,000
                                                                                                  -----------            -----------

     Total liabilities                                                                             12,892,000             10,642,000
                                                                                                  -----------            -----------
COMMITMENTS AND CONTINGENCIES (Notes 8 and 9)


SHAREHOLDERS' EQUITY:
Common Stock, $.01 par value, 4,000,000 shares authorized,
    478,000 and 453,000 issued and outstanding                                                          5,000                  5,000
Paid-in capital                                                                                     4,017,000              3,627,000
Retained earnings                                                                                   5,231,000              4,464,000
                                                                                                  -----------            -----------

     Total shareholders' equity                                                                     9,253,000              8,096,000
                                                                                                  -----------            -----------

                                                                                                  $22,145,000            $18,738,000
                                                                                                  ===========            ===========
</TABLE>


See accompanying notes to consolidated financial statements.



                                       20
<PAGE>



REYNOLDS, SMITH AND HILLS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
--------------------------------------------------------------------------------
<TABLE>

                                                          Common Stock
                                                                                       Paid-In           Retained
                                                     Shares            Amount          Capital           Earnings           Total
                                       ---------------------------------------------------------------------------------------------


<S>                                                  <C>               <C>            <C>               <C>               <C>
BALANCE, MARCH 31, 1999                              444,000           $ 4,000        $3,520,000        $2,936,000        $6,460,000

Issuance of common stock, net
   of issuance costs                                   4,000             1,000            50,000             -----            51,000

Net income                                                                                                 790,000           790,000

                                       ---------------------------------------------------------------------------------------------


BALANCE, MARCH 31, 2000                              448,000             5,000         3,570,000         3,726,000         7,301,000

Issuance of common stock, net
     of issuance costs                                 5,000              ----            57,000             -----            57,000

Net income                                                                                                 738,000           738,000

                                       ---------------------------------------------------------------------------------------------

BALANCE, MARCH 31, 2001                              453,000             5,000         3,627,000         4,464,000         8,096,000

Issuance of common stock, net
        of issuance costs                             25,000              ----           390,000              ----           390,000

Net income                                                                                                 767,000           767,000

                                       ---------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 2002                              478,000           $ 5,000        $4,017,000        $5,231,000        $9,253,000
                                       =============================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.



                                       21
<PAGE>



REYNOLDS, SMITH AND HILLS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31
--------------------------------------------------------------------------------
<TABLE>


                                                                                 2002                 2001                  2000
                                                                              -----------          -----------          ------------

<S>                                                                           <C>                  <C>                  <C>
OPERATING ACTIVITIES:
Net income                                                                    $   767,000          $   738,000          $   790,000
Adjustments to reconcile net income to net
  cash (used in) provided by operating activities:
     Depreciation and amortization                                                998,000              937,000              934,000
     Deferred income taxes                                                       (180,000)            (256,000)            (222,000)
     Stock issued as compensation                                                  71,000               57,000               50,000
     Deferred rent charges and other                                              (65,000)             (50,000)             (24,000)
Change in operating assets and liabilities, net of
       business acquisition:
     Accounts receivable and unbilled service
       revenue                                                                 (1,619,000)          (2,167,000)          (1,996,000)
     Prepaid expenses and other assets                                             47,000               61,000              (89,000)
     Accounts payable and accrued expenses                                       (798,000)             684,000              818,000
     Unearned service revenue                                                    (121,000)             680,000            1,280,000
                                                                              -----------          -----------          -----------

     Net cash (used in) provided by operating
        activities                                                               (900,000)             684,000            1,541,000
                                                                              -----------          -----------          -----------

INVESTING ACTIVITIES:
   Capital expenditures                                                          (538,000)            (621,000)          (1,052,000)
   Business acquisition, net of cash acquired                                    (101,000)                   0                    0
                                                                              -----------          -----------          -----------

     Net cash used in investing activities                                       (639,000)            (621,000)          (1,052,000)
                                                                              -----------          -----------          -----------

FINANCING ACTIVITIES:
   Repayments of long-term debt                                                  (203,000)            (100,000)            (100,000)
   Net borrowings under credit line payable to bank                               948,000                    0                    0
   Proceeds from issuance of long-term debt                                       750,000                    0                    0
   Proceeds from issuance of common stock                                          64,000                    0                    0
                                                                              -----------          -----------          -----------
     Net cash provided by (used in) financing
       activities                                                               1,559,000             (100,000)            (100,000)
                                                                              -----------          -----------          -----------

NET INCREASE (DECREASE) IN CASH                                                    20,000              (37,000)             389,000

CASH AT BEGINNING OF YEAR                                                         420,000              457,000               68,000
                                                                              -----------          -----------          -----------

CASH AT END OF YEAR                                                           $   440,000          $   420,000          $   457,000
                                                                              ===========          ===========          ===========

SUPPLEMENTAL CASH FLOW DISCLOSURES:

CASH PAID:
   Interest                                                                   $    45,000          $    19,000          $    57,000
   Income taxes                                                               $   915,000          $   687,000          $   930,000

NON-CASH INVESTING AND FINANCING ACTIVITIES:
   Note payable - owner financing                                             $   745,000                -----                -----
</TABLE>

See accompanying notes to consolidated financial statements.



                                       22
<PAGE>



REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Basis of Presentation - Reynolds,  Smith and Hills,  Inc. (the Company)
         ---------------------
         is a  professional  service  firm  operating  in  the  engineering  and
         architectural  design services  industry.  The Company  provides a full
         range  of  architectural,   engineering,   planning  and  environmental
         services.

         The  consolidated  financial  statements  and  accompanying  notes  are
         prepared in accordance with accounting principles generally accepted in
         the United States of America.  The  consolidated  financial  statements
         include the accounts of the Company and its wholly-owned  subsidiaries.
         Significant   intercompany   transactions   and   balances   have  been
         eliminated.

         Use of Estimates - The preparation of consolidated financial statements
         ----------------
         in conformity with generally accepted  accounting  principles  requires
         management to make estimates and  assumptions  that affect the reported
         amounts of assets and liabilities  and disclosure of contingent  assets
         and liabilities at the date of the  consolidated  financial  statements
         and the reported  amounts of revenues and expenses  during the reported
         period. Actual results could differ from those estimates.

         Revenue  Recognition - Revenue from contract  services is recognized on
         --------------------
         the  percentage-of-completion  method. Revenue is recorded as costs are
         incurred,  and  profit  is  recognized  on each  contract  based on the
         percentage  that incurred costs bear to estimated  total costs.  In the
         event of an anticipated  loss, the entire amount of the loss is charged
         to current operations.

         The Company incurs  subcontract  and other direct costs  (out-of-pocket
         expenses) some of which are passed through directly to its clients. The
         Company  believes that revenue  excluding  subcontract and other direct
         costs,  more  accurately  reflects  the amounts  earned for  activities
         performed by the Company.  Accordingly,  the Company reports such costs
         as a reduction of gross revenue resulting in net service revenue.

         Unbilled service revenue  represents  revenues  recognized in excess of
         amounts billed.  Unearned service revenue represents billings in excess
         of revenues  recognized.  Unbilled  service  revenues which will not be
         collected during the next year are not significant.

         Property  and  Equipment - Property  and  equipment  is stated at cost.
         ------------------------
         Depreciation is computed  principally on the straight-line  method over
         the  estimated  useful lives of the assets.  Property and  equipment is
         periodically  reviewed by management for impairment whenever changes in
         circumstances indicate that the carrying value may not be recoverable.


                                       23
<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         Goodwill  -  Goodwill  represents  the cost in excess of net  assets of
         --------
         acquired businesses.  Goodwill from transactions prior to June 30, 2001
         is amortized  on the  straight-line  method over  periods  varying from
         fifteen to twenty years.  Goodwill resulting from the Sylva Engineering
         Corporation  acquisition  (see Note 2) is not  amortized as a result of
         the  implementation  of  Statement of  Financial  Accounting  Standards
         ("SFAS")  No.  142 (see  below).  The  carrying  value of  goodwill  is
         periodically  reviewed  by  management  and  impairment,   if  any,  is
         recognized when the projected undiscounted cash flows are less than the
         carrying value.  Goodwill  amortization expense is $116,000,  $119,000,
         and  $127,000  for the years  ended  March 31,  2002,  2001,  and 2000,
         respectively.

         Income  Taxes - The  Company  and its  subsidiaries  file  consolidated
         -------------
         Federal income tax returns. Deferred income taxes result from temporary
         differences  which arise from certain  transactions  being  reported in
         different  periods  for  financial  statement  purposes  than  for  tax
         purposes.  Deferred tax assets and liabilities are recognized  using an
         asset and liability  approach and are based on differences  between the
         financial  statement  and tax basis of  assets  and  liabilities  using
         presently enacted tax rates.

         Basic  Earnings  Per Share - Basic  earnings  per share is  computed by
         --------------------------
         dividing net income by the  weighted  average  number of common  shares
         outstanding.  Options  outstanding  to  purchase  common  stock  had no
         significant dilutive effect.

         Cash and Cash Equivalents - The Company considers cash on hand and cash
         -------------------------
         held in banks subject to immediate  withdrawal to represent  cash.  The
         Company considers highly liquid investments with original maturities of
         three  months or less to be cash  equivalents.  The Company had no cash
         equivalents at March 31, 2002 or 2001.

         Recent  Accounting  Pronouncements  -  In  June,  2001,  the  Financial
         ----------------------------------
         Accounting  Standards  Board  ("FASB")  issued SFAS No. 141,  "Business
         Combinations",  and  SFAS  No.  142,  "Goodwill  and  Other  Intangible
         Assets." These  Statements make  significant  changes to the accounting
         for business combinations,  goodwill, and intangible assets.  Effective
         for business  combinations  completed after June 30, 2001, SFAS No. 141
         eliminates  the  pooling-of-interests  method of accounting and further
         clarifies the criteria for recognition of intangible  assets separately
         from goodwill.

         SFAS No. 142  discontinues  the  practice of  amortizing  goodwill  and
         indefinite lived  intangible  assets and initiates an annual review for
         impairment.  Impairment  will be examined  more  frequently  if certain
         indicators  are  encountered.  Intangible  assets  with a  determinable
         useful life will  continue to be amortized  over that period.  SFAS No.
         142 will be effective for the Company beginning April 1, 2002. However,
         the  amortization  provisions apply  immediately to goodwill  resulting
         from the Company's acquisition of Sylva  Engineering  Corporation.  The


                                       24
<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         Company does not anticipate that an impairment  charge will be recorded
         as a result of the adoption of SFAS 142. Based on amortization  expense
         recorded in fiscal year 2002, the elimination of goodwill  amortization
         expense will increase net income by approximately $70,000, or $0.15 per
         common share.

         In August  2001,  the FASB  issued SFAS No.  144,  "Accounting  for the
         Impairment or Disposal of Long-Lived Assets". This statement supersedes
         SFAS No. 121,  "Accounting for the Impairment of Long-Lived  Assets and
         for  Long-Lived  Assets to be  Disposed  of".  SFAS No. 144 retains the
         fundamental  provisions  of  SFAS  No.  121  for  (a)  recognition  and
         measurement of the impairment of long-lived  assets to be held and used
         and (b)  measurement  of  long-lived  assets to be disposed of by sale.
         SFAS No. 144 is effective for the Company  beginning April 1, 2002. The
         Company  does not expect the adoption of this  pronouncement  to have a
         material impact on its results of operation or financial condition.

         Reclassification - Certain prior year amounts have been reclassified to
         ----------------
         conform with current year presentation.

2.       ACQUISTION

         On  November  12,  2001,  pursuant  to the  terms  of a Stock  Purchase
         Agreement,  the  Company  acquired  all of the issued  and  outstanding
         capital  stock  of Sylva  Engineering  Corporation  ("Sylva"),  a Texas
         corporation,  in exchange for a $700,000 cash payment at the closing of
         the transaction,  $200,000 withheld by the Company to serve as security
         for the obligations of the former shareholders of Sylva under the Stock
         Purchase Agreement, a $745,000 four-year  subordinated  promissory note
         payable in monthly  installments,  and 15,000  shares of the  Company's
         common stock valued at $255,000  resulting in goodwill of approximately
         $894,000.  The Stock Purchase Agreement also provides for an additional
         contingent  purchase  price of up to $700,000  based upon the financial
         performance of the existing offices of Sylva, the Houston office of the
         Company and any new offices of the Company which commence operations in
         the State of Texas after the closing of the transaction, over the first
         four successive twelve month periods  commencing in December,  2001. If
         earned,  the contingent  purchase price is payable in cash within sixty
         days  of the end of each  applicable  twelve  month  period.  The  cash
         component of the transaction was financed  through a term loan facility
         obtained from First Union National Bank.

         The  acquisition was accounted for as a purchase under SFAS No. 141 and
         has been included in the Company's  consolidated  results of operations
         since the date of acquisition. The purchase price has been allocated to
         the assets  acquired  based on estimated  fair values.  Such  estimated
         values are preliminary and may change,  as more facts become known. The
         excess of the purchase price over the fair market value of the tangible
         net assets  acquired was allocated to goodwill.


                                       25
<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         The  following  summary  presents  the  Company's  unaudited  pro forma
         consolidated  results of operations  for the years ended March 31, 2002
         and 2001, as if the  acquisition had been completed at the beginning of
         each period.  The pro forma  information  is presented for  comparative
         purposes  only and does not purport to be indicative of what would have
         occurred had the acquisition actually been made at such date, nor is it
         necessarily indicative of future operating results.

         Certain pro forma adjustments are based on preliminary estimates. Final
         allocations  will be made on the  basis  of  further  evaluations  and,
         therefore,  such allocations may differ from those reflected in the pro
         forma statement of operations.

                                                        Year Ended March 31
                                                            (unaudited)
                                                      2002              2001
                                                      ----              ----
         Gross revenue                          $ 70,397,000      $ 63,184,000
         Subcontract and other direct costs       17,479,000        15,334,000
                                                 ------------      ------------
           Net service revenue                    52,918,000        47,850,000
         Cost of services                         21,127,000        18,806,000
                                                 ------------      ------------
           Gross profit                           31,791,000        29,044,000
         Selling, general and
           administrative expenses                29,996,000        27,307,000
                                                ------------      ------------
            Operating income                       1,795,000         1,737,000
         Other income (expense):
         Interest and other income                    53,000            41,000
         Interest expense                           (108,000)         (120,000)
                                                ------------      ------------
            Income before income taxes             1,740,000         1,658,000
         Income tax expense                          802,000           679,000
                                                ------------      ------------
                Net income                      $    938,000      $    979,000
                                                ============      ============


         Basic earnings per share               $       1.95      $       2.09
                                                ============      ============
         Weighted average common
            shares outstanding                       480,000           468,000
                                                ============      ============



                                       26
<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


3.       UNBILLED/UNEARNED SERVICE REVENUE

         Costs and estimated  earnings on uncompleted  contracts  consist of the
         following at March 31:
         <TABLE>

                                                                 2002                    2001
                                                                 ----                    ----

         <S>                                               <C>                      <C>
         Costs incurred on uncompleted contracts           $   80,845,000           $  64,600,000
         Estimated earnings                                    66,148,000              53,507,000
                                                           --------------           -------------

                  Total                                       146,993,000             118,107,000

         Less billings to date                                143,301,000             115,266,000
                                                           --------------           -------------

                  Net under billings                       $    3,692,000           $   2,841,000
                                                           ==============           =============
         </TABLE>

         These  amounts are included in the  accompanying  consolidated  balance
         sheet under the following captions at March 31:

                                                2002                    2001
                                                ----                    ----

         Unbilled service revenue         $    7,204,000           $   6,440,000

         Unearned service revenue              3,512,000               3,599,000
                                          --------------           -------------

                                          $    3,692,000           $   2,841,000
                                          ==============           =============


4.       PROPERTY AND EQUIPMENT

         Property and equipment consist of the following at March 31:

                                              2002                2001
                                              ----                ----

         Leasehold improvements           $   438,000         $    384,000
         Furniture and equipment            5,481,000            4,862,000
                                          -----------         ------------
                                            5,919,000            5,246,000
         Accumulated depreciation          (3,724,000)          (2,949,000)
                                          -----------         ------------
                                          $ 2,195,000         $  2,297,000
                                          ===========         ============


         The Company recorded  depreciation expense of $882,000,  $818,000,  and
         $807,000  for  the  years  ended  March  31,   2002,   2001  and  2000,
         respectively.


                                       27
<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

5.       ACCRUED EXPENSES

         Accrued expenses consist of the following at March 31:

                                                       2002              2001
                                                       ----              ----

         Accrued payroll                          $   648,000       $   554,000
         Accrued vacation pay                         407,000           375,000
         Accrued incentive compensation             1,233,000         1,325,000
         Warranty reserve                             663,000           410,000
         Other                                        572,000           503,000
                                                  -----------       -----------
                                                   $3,523,000       $ 3,167,000


6.       DEBT

         Long-term debt consists of the following at March 31:

                                                           2002          2001
                                                           ----          ----

         Line of credit                               $   948,000      $  -----

         Unsecured note payable to related party;
         interest at 8.5%
         maturing October, 2005
         payable monthly                                  692,000         -----

         Note payable; interest at LIBOR + 2.9%
         Maturing November, 2006
         payable monthly; collateralized by
         all assets                                       700,000         -----

         Note payable; interest at 8%
         maturing May, 2001                                 -----       100,000
                                                      -----------      --------

                                                        2,340,000       100,000

         Less current portion                          (1,266,000)     (100,000)
                                                      -----------      --------

         Total long-term debt                         $ 1,074,000      $  -----
                                                      ===========      ========

                                       28
<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         The Company has in place a line of credit that provides for  borrowings
         up to  $3,000,000  as of March 31, 2002,  with interest at the lower of
         the bank's  prime  rate plus 0.1% or LIBOR  plus 2.8%.  As of March 31,
         2002,  the interest  rate was 4.8% and there was  $948,000  outstanding
         under the line of credit. The borrowing  agreement,  which is scheduled
         for renewal on September 30, 2002,  contains financial  covenants.  The
         Company  was in  compliance  with all  covenants  at March 31, 2002 and
         2001. Substantially all of the Company's tangible assets are pledged as
         security pursuant to the borrowing agreement.

         Maturities of long-term debt are  $1,266,000 for fiscal 2003,  $333,000
         for fiscal 2004,  $349,000  for fiscal 2005,  $292,000 for fiscal 2006,
         and $100,000 for fiscal 2007.

7.       INCOME TAXES

         The  provision for income taxes for the years ended March 31 consist of
         the following:

                              2002             2001              2000
                              ----             ----              ----
         Current:
          Federal           $ 733,000       $ 667,000         $ 629,000
          State               150,000         136,000           128,000
         Deferred:
          Federal            (166,000)       (215,000)         (184,000)
          State              ( 13,000)       ( 42,000)         ( 38,000)
                            ---------       ---------         ---------
                            $ 704,000       $ 546,000         $ 535,000
                            =========       =========         =========


         The differences between the provision for income taxes and income taxes
         computed using the U.S. Federal statutory rate are as follows:

                                               2002         2001          2000
                                               ----         ----          ----
         Amount computed
           using statutory rate             $ 500,000    $ 437,000    $ 450,000
         Increase in taxes resulting from:
         State income taxes                    99,000       70,000       68,000
         Goodwill amortization                 23,000       20,000        8,000
         Meals and entertainment               86,000       82,000       59,000
         Other                                 (4,000)     (63,000)     (50,000)
                                            ---------    ---------    ---------
                                            $ 704,000    $ 546,000    $ 535,000
                                            =========    =========    =========


                                       29
<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         The following  table  identifies net deferred  taxes  recognized in the
         Company's balance sheet at March 31:

                                                    2002              2001
                                                    ----              ----

         Deferred tax asset                       $ 848,000         $ 800,000
         Deferred tax liability                    (454,000)         (286,000)
                                                  ---------         ---------
         Total deferred taxes                     $ 394,000         $ 514,000
                                                  =========         =========

         The types of temporary  differences and their related tax effects which
         create deferred taxes at March 31 are summarized as follows:

                                                         2002           2001
                                                         ----           ----
         Assets:
           Allowance for doubtful accounts           $   52,000     $    45,000
           Allowance for warranty claims                254,000         105,000
           Excess rental expense over payments           22,000          48,000
           Accruals not currently deductible            520,000         602,000
                                                     ----------     -----------
                                                     $  848,000     $   800,000
                                                     ==========     ===========
         Liability:
           Excess of tax over book depreciation      $ (192,000)    $ ( 253,000)
           Accrued Liabilities                         ( 59,000)      (  33,000)
           Cash to accrual                             (203,000)             -0-
                                                     ----------     -----------
                                                     $ (454,000)    $ ( 286,000)
                                                     ==========     ===========

8.       LEASES

         The   Company   leases   certain   facilities   and   equipment   under
         noncancellable  leases  expiring in various years through 2013. Some of
         the operating  leases provide that the Company pay taxes,  maintenance,
         insurance and other occupancy  costs.  Rent expense for the years ended
         March 31, 2002,  2001 and 2000 amounted to  $3,444,000,  $2,994,000 and
         $2,567,000, respectively.

         Future minimum  payments under  noncancellable  operating leases are as
         follows:

                                                      Operating
                                                       Leases
                                                     -----------
                           2003                      $ 3,070,000
                           2004                        2,319,000
                           2005                        1,665,000
                           2006                        1,101,000
                           2007                          948,000
                           Thereafter                  4,860,000
                                                     -----------
               Total minimum payments               $ 13,963,000
                                                    ============



                                       30
<PAGE>



REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

9.       CONTINGENCIES

         The Company is subject to lawsuits  that arise in the normal  course of
         business   involving   claims   typical  of  those  filed  against  the
         engineering and architectural professions. These suits primarily allege
         professional   errors   and/or   omissions.   The   Company   maintains
         professional  liability insurance which insures against risk within the
         policy  limits.  There can be no assurances  that the policy limits are
         sufficient to cover all claims.  Other than as described  below,  there
         are no legal  proceedings  pending or, to the knowledge of the Company,
         threatened  against the Company  which are not covered by insurance and
         which would have a material  adverse effect on the Company's  financial
         position, results of operations, or cash flows.

         Effective  November 2, 2001, the insurance policy of the Company issued
         by  its  former  professional  liability  insurance  carrier,  Reliance
         Insurance  Co.  ("Reliance"),  for claims made from June,  1998 through
         June,  2000, was cancelled as a result of the Order of Liquidation (the
         "Order")  approved on October 3, 2001 by the Insurance  Commissioner of
         the  Commonwealth  of  Pennsylvania.  While the claims period under the
         insurance policy issued by Reliance to the Company ended in June, 2000,
         there  are  several  lawsuits  pending  as to  which  Reliance  is  the
         Company's insurance carrier. As a result of the Order, Reliance will no
         longer pay any  adverse  judgment  against the Company up to the policy
         limit of $5.0  million  and will no longer  pay the  Company's  defense
         costs with  respect to the  pending  lawsuits.  The  Florida  Insurance
         Guaranty  Association  ("FIGA"),  however,  has approved the  Company's
         legal  counsel to continue the defense of the pending  lawsuits for the
         Company and will provide defense costs and substitute coverage of up to
         $300,000  per claim.  Should the Company  incur any  litigation-related
         costs not covered by FIGA but within Reliance  policy limits,  then the
         Company can file a claim in the Reliance  liquidation  proceedings  and
         attempt to recover such incurred  costs.  It is not possible to predict
         the outcome of  litigation  against the Company nor the costs which may
         be recoverable in the Reliance liquidation proceeding, if any. As such,
         management is unable to estimate the amount or range of loss that could
         arise from this situation.

10.      EMPLOYEE BENEFIT PLAN

         The Company sponsors a Profit Sharing Plan that qualifies under Section
         401(k) of the  Internal  Revenue  Code.  The Plan allows  participating
         employees to contribute from 2% to 15% of their earned  compensation to
         the plan. The Company contributes to the plan 50% of each participant's
         contribution,  up to the 6% level of the participant's contribution. In
         fiscal 2000 the Company's matching percentage was increased to 50% from
         25%.  For the years ended March 31,  2002,  2001 and 2000,  the Company
         contributed $683,000, $576,000 and $362,000, respectively. Participants
         in the plan  have the  option to invest  plan  assets in the  Company's
         common stock.



                                       31
<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

11.      STOCK COMPENSATION PLANS

         The Company has  stock-based  compensation  plans under which  selected
         employees receive stock awards and stock options. The plans provide for
         the grant of stock,  incentive stock options,  and non-qualified  stock
         options.

         The  total  number of shares  of  common  stock  represented  by awards
         granted to  employees  for the years ended March 31,  2002,  2001,  and
         2000, was 1,000, 1,000, and zero, respectively.

         Stock  options  generally  are granted with an exercise  price equal to
         100% of the  market  value  of a share of  common  stock on the date of
         grant, have no more than a 10-year term and vest within five years from
         the date of grant.  The number of shares of common stock  available for
         future  issuance  under the stock  option plans is 110,000 at March 31,
         2002.

         The Company  has adopted  SFAS No.  123,  "Accounting  for  Stock-Based
         Compensation,"  and as permitted by that  standard  applies  Accounting
         Principles  Board Opinion No. 25. The impact on net income and earnings
         per share had the Company adopted the optional  recognition  provisions
         of SFAS 123 would not be material.

         Presented  below is a summary  of the  stock  options  and the  related
         transactions for the years ended March 31, 2002, 2001, and 2000.

         <TABLE>

                                                2002                      2001                      2000
                                         ---------------------    ---------------------     ---------------------
                                                      Weighted                 Weighted                  Weighted
                                                      Average                   Average                  Average
                                                      Exercise                 Exercise                  Exercise
                                         Shares        Price      Shares         Price      Shares        Price
                                         ------        -----      ------         -----      ------        -----
           <S>                           <C>            <C>       <C>             <C>       <C>            <C>
           Outstanding,
             beginning of year           36,000         $14       39,000          $13       29,000         $12
           Granted                        4,000          17        ---             --       14,000          15
           Exercised                       ---           --        ---             --        ---            --
           Forfeited                       ---           --       (3,000)          11       (4,000)         11
                                         ------         ---       ------          ---       ------         ---
           Outstanding,
             end of year                 40,000         $14       36,000          $14       39,000         $13
                                         ======                   ======                    ======

           Exercisable                   27,000                   22,000                    14,000
                                         ======                   ======                    ======
         </TABLE>



                                       32
<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         The following table summarizes the status of stock options  outstanding
         at March 31, 2002:

         <TABLE>

                                            Options Outstanding                     Options Exercisable
                           ------------------------------------------------     ---------------------------

                                                   Weighted
                                                   Average         Weighted                  Weighted
   Range of                                        Remaining       Average                   Average
   Exercise                                        Contractual     Exercise                  Exercise
    Prices                          Shares         Life (years)     Price          Shares     Price
-------------------                 ------         ------------    --------        ------    --------

<S> <C>                             <C>                 <C>           <C>          <C>          <C>
$12-$17                             40,000              4             14           27,000       13
</TABLE>


12.      FINANCIAL INSTRUMENTS

         The Company used the following  methods and assumptions to estimate the
         fair value of the following financial instrument:

                  Debt.  Interest  rates  that are  currently  available  to the
                  ----
                  Company for issuance of debt with similar  terms and remaining
                  maturities   are  used  to   estimate   fair  value  for  debt
                  instruments.  The Company  believes the  carrying  amount is a
                  reasonable estimate of such fair value.


13.      RELATED PARTY TRANSACTION

         The  Company  has notes  receivable  outstanding  from  officers of the
         Company  totaling  $58,000  and  $95,000  at March  31,  2002 and 2001,
         respectively. The loans, with interest at 8.5% per year, mature through
         2006. Principal and interest are paid biweekly.


14.      SEGMENT INFORMATION

         The  Company's  organizational  structure  is based on the needs of its
         customers,  with each unit serving a particular group of customers that
         have common  characteristics.  The  Company's  reportable  segments are
         Transportation,  Aviation,  Aerospace/Defense,  Public  Infrastructure,
         Commercial, and Institutional.



                                       33
<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

         The Transportation segment is responsible for providing a full array of
         services to state and local authorities for all modes of transportation
         including  highway,  transit,  rail,  and ports.  The Aviation  segment
         serves airports,  airlines,  governmental  agencies and private clients
         providing  services for terminals,  support  buildings,  and airfields.
         Aerospace/Defense  services NASA, Department of Defense, and commercial
         aerospace   contractors   in  the   development  of  launch  and  other
         facilities.   Public   Infrastructure   serves   the   needs  of  local
         governmental and  quasi-governmental  agencies  supporting water, storm
         water,  wastewater,  parks and public buildings. The Commercial segment
         provides comprehensive services to corporate, commercial and industrial
         clients.  Institutional provides services to educational,  governmental
         and research-oriented clients.

         Management   evaluates  the  performance  of  its  operating   segments
         separately  to  individually  monitor the different  factors  affecting
         financial performance. Segment performance is evaluated based on income
         before income taxes. The accounting policies of the reportable segments
         are  the  same  as  those  described  in  the  Summary  of  Significant
         Accounting Policies (see Note 1). Reconciling amounts include incentive
         compensation  expense  not  allocated  to the  segments.  Assets of the
         segment  groups are not relevant for  management of the  businesses nor
         for disclosure.

         Revenues  from the Florida  Department  of  Transportation  account for
         approximately  25%, 25%, and 30% of consolidated  revenues in the years
         ended  March  31,  2002,  2001,  and  2000,  respectively,  all  in the
         Transportation  segment. The loss of this customer could materially and
         adversely affect the Company's operating results.


<TABLE>

                                            Gross Revenue                        Income before income taxes
                             -----------------------------------------    -------------------------------------
Year ended March 31              2002           2001          2000           2002           2001           2000
                                 ----           ----          ----           ----          -----           ----
(in thousands)

<S>                           <C>            <C>            <C>            <C>            <C>           <C>
Transportation                $  30,848      $  22,354      $  19,463      $     902      $     508     $   1,296
Aviation                         11,734         10,190          8,254            609          1,159           815
Aerospace/Defense                 5,371          5,944          4,932            690            546           424
Public Infrastructure             3,804          4,002          3,957            (88)           (93)           86
Commercial                        5,993          6,334          5,138            606            832           427
Institutional                     9,464          9,695         10,074           (371)          (375)         (840)
Reconciling Amounts                                                             (877)        (1,293)         (883)
                              ---------------------------------------      --------------------------------------
Consolidated                  $  67,214      $  58,519      $  51,818      $   1,471      $   1,284     $   1,325
                              =======================================      ======================================
</TABLE>



                                       34
<PAGE>

REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

15.      QUARTERLY RESULTS (UNAUDITED)

(in thousands, except per share amounts)
<TABLE>

                                    First           Second           Third           Fourth
                                    Quarter         Quarter          Quarter         Quarter(1)        Total
                                    -------         -------          -------         ----------        -----
<S>                                <C>             <C>              <C>             <C>              <C>
Year ended March 31, 2002
Gross Revenue                      $ 16,441        $ 17,105         $ 15,978        $ 17,690         $ 67,214
Gross Profit                          7,321           7,757            7,295           8,679           31,052
Net Income                              239             198               70             260              767
Earnings per share                      .52             .43              .15             .55             1.65


Year ended March 31, 2001
Gross Revenue                      $ 13,879        $ 14,570         $ 13,957        $ 16,113         $ 58,519
Gross Profit                          6,428           6,881            6,702           7,802           27,813
Net Income                              155             262              121             200              738
Earnings per share                      .34             .58              .27             .44             1.63

----------
<FN>
(1) The fourth quarter of year ended March 31, 2002 includes the effects of  the
    acquisition of Sylva Engineering, effective November 2001.
</FN>
</TABLE>









                                       35
<PAGE>


INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Reynolds, Smith and Hills, Inc.
Jacksonville, FL

We have audited the accompanying  consolidated financial statements of Reynolds,
Smith and Hills, Inc. and its subsidiaries as of March 31, 2002 and 2001 and for
each of the three years in the period ended March 31, 2002,  and have issued our
report  thereon  dated June 7, 2002;  such report is included  elsewhere in this
Form  10-K.  Our audits  also  included  the  consolidated  financial  statement
schedule  of  Reynolds,   Smith  and  Hills,  Inc.,  listed  in  Item  14.  This
consolidated financial statement schedule is the responsibility of the Company's
management.  Our responsibility is to express an opinion based on our audits. In
our opinion such consolidated  financial statement schedule,  when considered in
relation  to the  basic  consolidated  financial  statements  taken  as a whole,
presents fairly in all material respects the information set forth therein.


/s/ Deloitte and Touche LLP

Certified Public Accountants
Jacksonville, FL
June 7, 2002





                                       36
<PAGE>


<TABLE>

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


                         REYNOLDS, SMITH AND HILLS, INC.


                                                               ADDITIONS:             DEDUCTIONS:

                                         BALANCE AT          CHARGED TO COST                                 BALANCE AT
                                        BEGINNING OF          AND EXPENSES                                      END
          DESCRIPTION                      PERIOD                                     WRITE-OFFS             OF PERIOD

---------------------------------     -----------------     ------------------     ------------------     -----------------
<S>                                       <C>                    <C>                   <C>                    <C>
Year ended March 31, 2002:
    Allowance for
         Doubtful accounts                $115,000               $85,000               ($65,000)              $135,000

Year ended March 31, 2001:
    Allowance for
         Doubtful accounts                $131,000                                     ($26,000)              $115,000
                                                                 $10,000
Year ended March 31, 2000:
    Allowance for
         Doubtful accounts                $181,000                 -----               ($50,000)              $131,000
</TABLE>










                                       37