UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                    For the Fiscal Year Ended March 31, 2000

                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
          For the transition period from _____________ to ____________

                           Commission File No. 0-18984

                         REYNOLDS, SMITH AND HILLS, INC.
             (Exact name of registrant as specified in its charter)

                  Florida                                    59-2986466
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                     Identification No.)

            4651 Salisbury Road                                 32256
           Jacksonville, Florida                             (Zip Code)
 (Address of principal executive offices)

       Registrant's telephone number, including area code: (904) 296-2000

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to Section 12(g) of the Act:

                                                    Name of each exchange on
        Title of each class                            which registered
        -------------------                         ------------------------
   Common Stock, $.01 par value                                 None

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO[ ]

         The  estimated   aggregate   market  value  of  Common  Stock  held  by
non-affiliates  as of June 23, 2000  computed  with  reference to the last sales
price, was $4,234,000.

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K (" 229.405 of this chapter) is not contained  herein,
and will not be contained,  to the best of registrant's knowledge, in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

The number of shares of Common Stock outstanding as of June 23, 2000 was 452,473
shares.

                      Documents incorporated by reference:

          DOCUMENT                                        WHERE INCORPORATED
          --------                                        ------------------
Proxy Statement Dated June 23, 2000                           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                                   5

                  PART II

Item  5. MARKET FOR REGISTRANT'S COMMON EQUITY AND
                  RELATED  STOCKHOLDER MATTERS                         6

Item  6. SELECTED FINANCIAL DATA                                       7

Item  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS                  8

Item  7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
                  MARKET RISK                                         11

Item  8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                  11

Item  9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE                 11

                  PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
                  REGISTRANT                                          12

Item 11. EXECUTIVE COMPENSATION                                       12

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

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS               12

                  PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
                  REPORTS ON FORM 8-K                                 12


                                       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  operates  under one  segment and  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   -  Services  are  provided  to   governmental
                  agencies and private  entities and include  planning,  design,
                  environmental,  and  construction  engineering  and inspection
                  services  for  various  modes  of  transportation   (including
                  highways and bridges, mass transit, rail and port).

         *        Aviation - Services are provided to governmental  agencies and
                  private  entities  (including air carriers and  manufacturers)
                  and include planning,  design, and environmental  services for
                  airfields, terminals, and support buildings.

         *        Aerospace  and  Defense  -  Services  are  provided  to  NASA,
                  Department of Defense,  Spaceport  Florida Authority and major
                  aerospace   contractors.   The  Company  develops  launch  and
                  processing  facilities for the Shuttle and expendable vehicles
                  including the latest multi-use launch pads.

         *        Public   Infrastructure  -  Services  are  provided  to  local
                  government and quasi-governmental  agencies.  Services include
                  planning,  evaluation,  architectural and engineering  design,
                  permitting,  and construction  administration for road, water,
                  wastewater,   storm  water  and  solid  waste  systems.  These
                  services  are also for  public  facilities  such as parks  and
                  public buildings.

         *        Commercial  -  Services  are   provided  to   commercial   and
                  industrial   entities  engaged  in  planning,   designing  and
                  constructing  a wide variety of structures  (including  office
                  buildings  and  office  parks,  warehouses,  distribution  and
                  manufacturing  facilities,   financial  facilities,  and  data
                  centers).  The Company also provides land development services
                  to these entities.

         *        Institutional  -  Services  are  provided  to public  agencies
                  engaged in educational,  governmental,  medical and scientific
                  facilities,  and  campus  master  planning.  Services  include
                  planning and designing a wide variety of structures  including
                  schools,   courthouses,   other  governmental  buildings,  and
                  research and technical facilities.

                                       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, 2000, 1999 and
1998,  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 30%, 35%, and 35% of total
revenues for each of the fiscal  years 2000,  1999 and 1998,  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,  2000 was  $35.7  million
compared to $34.3  million at March 31, 1999.  Net backlog was $25.3  million at
March 31, 2000 as compared to $25.7 million at March 31, 1999. Approximately $28
million of services included in the Company's gross backlog as of March 31, 2000
will be  performed  in fiscal year 2001.  The Company  will  receive  additional
revenue in fiscal year 2001 from sales  generated  during the year which are not
included in the March 31, 2000 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, 2000 the Company  employed  approximately  470
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, Texas, Naperville,  Illinois,  Duluth, Minnesota, and Charlotte,  North
Carolina.  In  addition,  the Company  leases  space for  construction  sites at
approximately  six  locations in Florida.  These leases  expire at various dates
through  fiscal  year  2005.  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  engineering  and
architectural   professions,   alleging  primarily  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. There are no legal proceedings
pending or, to the  knowledge  of the  Company,  threatened  against the Company
which in  management's  opinion  would  have a  material  adverse  effect on the
Company's financial condition, results of operations, or cash flow.

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, 2000.

                      EXECUTIVE OFFICERS OF THE REGISTRANT

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

     Name                       Age      Position Held

     Leerie T. Jenkins, Jr.      51      Chairman of the Board and Chief
                                         Executive Officer

     David K. Robertson          48      Chief Operating Officer, Executive
                                         Vice President,  Secretary,
                                         Treasurer, and Director

     Kenneth R. Jacobson         50      Chief Financial Officer,  Executive
                                         Vice President,  and General
                                         Counsel

     J. Ronald Ratliff           51      Executive Vice President and Director

     Darold F. Cole              58      Senior Vice President and Director

                                       5
<PAGE>


         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 on several companies' board of directors,  including 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.

         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 221  shareholders of record at
March 31, 2000,  including  persons  owning stock through the  Company's  401(k)
plan.  The Company pays no  dividends on its common stock but instead  reinvests
earnings into the Company to fund growth.

                                       6
<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 per share data)

                                                              YEAR ENDED MARCH 31

                                    2000             1999              1998             1997              1996


STATEMENT OF OPERATIONS DATA:

<S>                                 <C>              <C>               <C>              <C>               <C>
Gross revenue                       $51,818          $42,919           $37,122          $39,065           $34,070

Net service revenue                  38,102           31,583            26,734           27,397            25,595

Net income                              790              581               567              593                92

Common stock per share data:

Basic earnings per share               1.76             1.29              1.25             1.30               .20

Weighted average shares of
    common stock outstanding        448,000          452,000           455,000          455,000           451,000


BALANCE SHEET DATA:

Working capital                       3,960            3,508             3,926            2,781             1,935

Total assets                         16,717           13,926            13,310           12,680            12,521

Long-term debt (less current portion)   100              200                 0                7                76

Common stockholders' equity           7,301            6,460             5,908            5,337             4,741

</TABLE>


                                       7
<PAGE>


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


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,
                                            ------------------------------------
                                            2000          1999             1998
                                            ----          ----             ----

Gross revenue                               136.0%       135.9%           138.9%

Subcontract and other
 direct costs                                36.0         35.9             38.9
                                            -------     -------           ------

   Net service revenue                      100.0        100.0            100.0

Cost of services                             38.5         37.8             39.2
                                            -------     -------           ------

   Gross profit                              61.5         62.2             60.8

Selling, general, and
 administrative expenses                     57.9         59.3             57.4
                                            -------     -------           ------

   Operating income                           3.6          2.9              3.4

Other income (expense)                        ---           .2               .4
                                            -------     -------           ------

   Income before income taxes                 3.6          3.1              3.8

Income tax expense                            1.5          1.3              1.7
                                            -------     -------           ------

   Net income                                 2.1%         1.8%             2.1%
                                            =======     =======           ======


         Gross  revenue for fiscal  2000 was $51.8  million as compared to $42.9
million for fiscal 1999.  This $8.9 million  increase (21%) was due primarily to
increased  revenues  in  the  aviation,  aerospace/defense,   and  institutional
programs. Current and prior year marketing efforts in these programs resulted in
several large project  awards in fiscal 2000.  Revenue for fiscal 1999 was $42.9
million as compared to $37.1 million for fiscal 1998.  This 16% increase was due
primarily  to  increased   revenues  in  the  transportation  and  institutional
programs.  An  approximate  breakdown of gross  revenues by program is set forth
below.

                                       8
<PAGE>


                          FY 2000              FY 1999              FY 1998


Transportation          $19,500,000          $19,000,000          $16,600,000

Aviation                  8,300,000            3,900,000            3,200,000

Aerospace/Defense         4,900,000            2,700,000            2,700,000

Public Infrastructure     3,900,000            3,700,000            5,000,000

Commercial                5,100,000            5,200,000            5,700,000

Institutional            10,100,000            8,400,000            3,900,000

Total                   $51,800,000          $42,900,000          $37,100,000


         For each of the fiscal  years ended  March 31,  2000,  1999,  and 1998,
approximately  80% of the Company's  revenues were  generated from public sector
clients.   For  the  fiscal  years  ended  March  31,  2000,   1999,  and  1998,
approximately  30%,  35%,  and  35%,  respectively,  of the  Company's  revenues
resulted from services provided to the Florida Department of Transportation.

         Subcontract and other direct costs were 36%, 36% and 39% of net service
revenues for fiscal years 2000,  1999,  and 1998,  respectively.  The 21% and 9%
increases in fiscal 2000 and fiscal 1999  correspond  to the  increases in gross
revenues.

         Net service  revenue  more  accurately  reflects  revenue for  services
performed by the Company. Net service revenue was $38.1 million for fiscal 2000,
$31.6 million for fiscal 1999, and $26.7 million for fiscal 1998. The respective
21% and 18% increases correspond 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 39%, 38%, and 39%,  respectively  for
fiscal years ended March 31, 2000,  1999, and 1998.  Gross profit,  as a result,
also remained consistent 61%, 62% and 61% for fiscal years 2000, 1999, and 1998,
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 consistent as a
percentage of net service revenue ranging from approximately 57% to 59% for each
of the three previous fiscal years.

         SG&A  expenses  increased  to $22.1  million in fiscal  2000 from $18.7
million in fiscal  1999.  This 18%  increase  was due  primarily to increases in

                                       9
<PAGE>

personnel and  associated  costs.  The number of employees  grew to 470 from 420
throughout the year as a result of the increased  workload.  Other  increases in
SG&A expenses were  experienced in rent expense relating to the new and expanded
offices  discussed below,  hiring and relocation,  communication,  reprographic,
depreciation,  and office supplies  expense.  Also, as a result of the Company"s
increased  earnings in fiscal 2000,  incentive  compensation  increased $500,000
from fiscal 1999.

         SG&A expenses  increased 22% to $18.7 million in fiscal 1999 from $15.3
million  in fiscal  1998.  This  increase  was due  primarily  to  increases  in
personnel  expenses relating to increased  workload.  The Orlando and Ft. Myers,
Florida offices moved into larger office space, and new offices were established
in Flint, Michigan, Houston, Texas, and Naperville, Illinois. As a result, there
were increases in office rent,  telephone,  computer equipment leases,  software
license,  and travel  expenses.  The  Company  also  acquired  an eleven  person
architectural firm in Miami,  Florida that also resulted in increases in payroll
and related  benefits,  travel,  and  amortization of goodwill.  There were also
increases in professional fees related to project litigation.

         Net income was  $790,000  in 2000,  $581,000 in 1999,  and  $567,000 in
1998.  The  increase in fiscal  2000 was  primarily  a result of  increased  net
service revenues.  Fiscal 1999 net revenues  increased from fiscal 1998 but were
offset  by  increases  in costs  of  services  and  general  and  administrative
expenses, resulting in comparable net income for 1999 and 1998.

LIQUIDITY AND CAPITAL RESOURCES

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

                                                 March 31
                                              ---------------
                                     2000              1999                1998
                                    -------           -------             ------

Working capital (in thousands)      $3,960           $3,508            $3,926

Current ratio                        1.45:1           1.53:1            1.59:1

Ratio of liabilities to equity       1.29:1           1.16:1            1.25:1

         Cash flows from  operations  were  positive  for the fiscal  year ended
March 31, 2000 due primarily to net income. Increases in accounts receivable and
unbilled  service  revenue  were offset by  increases  in  accounts  payable and
unearned service revenue.  Combined days outstanding for accounts receivable and
unbilled  service  revenue  were 75 days and 79 days for the fiscal  years ended
March 31, 2000 and 1999, respectively.  For the fiscal year ended March 31, 1999
cash flows from  operations  were  negative  as a result of  increased  accounts
receivable  and  unbilled  services  revenue.  The  increases  in those  account
balances were in conjunction with the increase in the Company"s revenue. For the
fiscal year ended March 31, 1998 cash flows from operations were positive.

         The  Company's  investment  in  capital  assets has been  primarily  in
information technology. In fiscal year 2000, approximately $850,000 was expended
on technology equipment and applications.

                                       10
<PAGE>

         The Company has in place a line of credit that provides for  borrowings
up to  $2,000,000  at March 31, 2000,  with  interest at the lower of the bank's
prime  rate plus .1% or LIBOR plus 2.8%.  There were no  borrowings  outstanding
under the line of credit at March 31, 2000.  In  addition,  the Company has also
secured a  committed  credit  facility of  $2,000,000  which may be used for the
acquisition or merger of other architectural/engineering companies. The interest
rate on this facility is the lower of the bank"s prime rate or LIBOR plus 2.55%.
These borrowing  agreements,  which expire September 30, 2000, contain covenants
related to working  capital and debt to net worth.  The Company is in compliance
with all  provisions  of these lines of credit and expects  that the  agreements
will be renewed.

         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  2001.  This
statement is based on information that is currently available.

YEAR 2000

         The  Company  experienced  no  significant  problems  with  either  its
internal or third-party  information  technology when the date changed from 1999
to  2000.  The  primary   operating  systems  (general  ledger,   payroll,   and
communications)  and  applications  related to the development and processing of
architectural and engineering  documents,  functioned  properly at the change of
century  beginning  January  1,  2000.  The  costs  associated  with  Year  2000
activities were not material to the Company's  financial  position or results of
operations.  The Company  will  continue to monitor its  internal  and  external
information  systems,  however,  based on operations  since January 1, 2000, the
Company  does not expect any  significant  impact to its  ongoing  business as a
result of the Year 2000 issue.

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 either of its
credit  facilities,  there  may  be  market  risk  relating  to the  amounts  of
borrowings due to the fact that interest  rates under the credit  facilities are
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.

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

         None.

                                       11
<PAGE>


                                    PART III

Items 10 through 13.

         The  information  required  by Items 10 through 13 is  included  in the
Company's  definitive  proxy  statement  dated June 23, 2000 and is incorporated
herein by reference.

                                     PART IV

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

(a)(1)   Financial Statements

         Independent Auditors' Report                                      15

         Consolidated Statements of Income, years ended
                  March 31, 2000, 1999 and 1998                            16

         Consolidated Balance Sheets as of March 31,
                  2000 and 1999                                            17

         Consolidated Statements of Shareholders' Equity,
                  years ended March 31, 2000, 1999
                  and 1998                                                 18

         Consolidated Statements of Cash Flows, years
                  ended March 31, 2000, 1999 and 1998                      19

         Notes to Consolidated Financial Statements                        20


(a)(2)   Financial Statement Schedule

         Independent Auditors' Report                                      28

         Schedule II - Valuation and Qualifying Accounts                   29

(a)(3)   Exhibits

3.1*     Articles of Incorporation of the Company, as amended

3.2*     By-Laws of the Company

                                       12
<PAGE>

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                                                30

23     Consent of Deloitte & Touche LLP                                    31

27     Financial Data Schedule - This schedule reports certain financial data
       in  electronic  format for  Electronic  Data  Gathering  and Retrieval
       (EDGAR)  purposes only. This exhibit is not included in copies of this
       report distributed to shareholders and others.

*  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, 2000.






                                       13
<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 23, 2000                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.

          Signature                   Capacity                          Date

/s/ Leerie T. Jenkins, Jr.     Chairman of the Board               June 23, 2000
-------------------------      and Chief Executive Officer
                               (Principal Executive Officer)

/s/ David K. Robertson         Chief Operating Officer, Executive
-------------------------      Vice President, Secretary, Treasurer,
                               and Director                        June 23, 2000

/s/ Kenneth R. Jacobson        Chief Financial Officer, Executive
-------------------------      Vice President, and General Counsel
                               (Principal Financial and
                               Accounting Officer)                 June 23, 2000

/s/ Darold F. Cole             Director                            June 23, 2000
-------------------------
Darold F. Cole

/s/ Ronald Ratliff             Director                            June 23, 2000
-------------------------
J. Ronald Ratliff

                               Director
-------------------------
David E. Thomas, Jr.


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


-------------------------      Director
James W. Apthorp

                                       14
<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  as of March 31,  2000 and 1999 and the
related consolidated  statements of income,  shareholders' equity and cash flows
for  each  of the  three  years  in the  period  ended  March  31,  2000.  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,  2000 and  1999  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
March 31, 2000 in conformity with accounting  principles  generally  accepted in
the United States of America.

/s/ Deloitte and Touche LLP

Certified Public Accountants
Jacksonville, Florida
May 26, 2000

                                       15
<PAGE>

<TABLE>

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




                                                  2000                  1999                 1998
                                             ---------------       ---------------      ---------------


<S>                                          <C>                   <C>                  <C>
GROSS REVENUE                                $ 51,818,000          $ 42,919,000         $ 37,122,000


SUBCONTRACT AND OTHER
   DIRECT COSTS                                13,716,000            11,336,000           10,388,000
                                             ---------------       ---------------      ---------------

    Net service revenue                        38,102,000            31,583,000           26,734,000

COST OF SERVICES                               14,671,000            11,930,000           10,482,000
                                             ---------------       ---------------      ---------------

    Gross profit                               23,431,000            19,653,000           16,252,000

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                      22,080,000            18,716,000           15,337,000
                                             ---------------       ---------------      ---------------

    Operating income                            1,351,000               937,000              915,000


OTHER INCOME (EXPENSE)
Interest and other income                          30,000                81,000              109,000
Interest expense                                  (56,000)              (22,000)              (4,000)
                                             ---------------       ---------------      ---------------

     Income before income taxes
                                                1,325,000               996,000            1,020,000

INCOME TAX EXPENSE                                535,000               415,000              453,000
                                             ---------------       ---------------      ---------------

     NET INCOME                         $         790,000            $  581,000           $  567,000
                                             ===============       ===============      ===============

BASIC EARNING PER SHARE                           $  1.76               $  1.29              $  1.25
                                             ===============       ===============      ===============

WEIGHTED AVERAGE
   COMMON SHARES
   OUTSTANDING                                    448,000               452,000              455,000
                                             ===============       ===============      ===============





See accompanying notes to consolidated financial statements.
</TABLE>

                                       16
<PAGE>
<TABLE>

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

ASSETS                                                                         2000                1999
------                                                                    ---------------     ---------------

CURRENT ASSETS:
<S>                                                                    <C>                 <C>
Cash                                                                   $       457,000     $        68,000
Accounts receivable, net of allowance for doubtful accounts of
   $131,000 and $181,000                                                     6,490,000           5,392,000
Unbilled service revenue                                                     5,179,000           4,281,000
Prepaid expenses and other current assets                                      159,000             195,000
Deferred income taxes                                                          431,000             206,000
                                                                          ---------------     ---------------
   Total current assets                                                     12,716,000          10,142,000

PROPERTY AND EQUIPMENT, net                                                  2,513,000           2,294,000

OTHER ASSETS                                                                   166,000              41,000

IDENTIFIABLE INTANGIBLE ASSETS, net of accumulated
   amortization of $1,023,000 and $966,000                                      14,000              71,000

COST IN EXCESS OF NET ASSETS OF ACQUIRED
   BUSINESSES, net of accumulated amortization of $313,000
   and $243,000                                                              1,308,000           1,378,000
                                                                          ---------------     ---------------
                                                                         $  16,717,000       $  13,926,000
                                                                          ===============     ===============

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
Current portion of long-term debt                                        $     100,000       $     100,000
Accounts payable                                                             3,120,000           2,393,000
Accrued expenses                                                             2,617,000           2,503,000
Unearned service revenue                                                     2,919,000           1,639,000
                                                                          ---------------     ---------------
   Total current liabilities                                                 8,756,000           6,635,000

LONG-TERM DEBT                                                                 100,000             200,000

DEFERRED INCOME TAXES                                                          173,000             170,000

OTHER LIABILITIES                                                              387,000             461,000
                                                                          ---------------     ---------------
   Total liabilities                                                         9,416,000           7,466,000
                                                                          ---------------     ---------------

COMMITMENTS AND CONTINGENCIES (Notes 6 and 7)

SHAREHOLDERS' EQUITY:
Common Stock, $.01 par value, 4,000,000 shares authorized,
   448,000 and 444,000 issued and outstanding                                     5,000              4,000
Paid-in capital                                                               3,570,000          3,520,000
Retained earnings                                                             3,726,000          2,936,000
                                                                          ---------------     ---------------
   Total shareholders' equity                                                 7,301,000           6,460,000
                                                                          ---------------     ---------------
                                                                          $  16,717,000       $  13,926,000
                                                                          ===============     ===============

See accompanying notes to consolidated financial statements.
</TABLE>
                                       17
<PAGE>

<TABLE>

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


                                            Common Stock

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


<S>            <C> <C>                <C>          <C>          <C>            <C>             <C>
BALANCE, MARCH 31, 1997               455,000      $  5,000     $  3,537,000   $  1,795,000    $ 5,337,000

Issuance of common stock, net
     of issuance costs                    ---           ---            4,000            ---          4,000

Net income                                                                          567,000        567,000
                                      ------------ ------------ -------------- --------------- ---------------

BALANCE, MARCH 31, 1998               455,000         5,000        3,541,000      2,362,000      5,908,000

Issuance of common stock,
net of issuance costs                   5,000           ---           63,000            ---         63,000

Repurchase of common stock            (16,000)       (1,000)         (84,000)         (7,000)      (92,000)

Net income                                                                           581,000       581,000
                                      ------------ ------------ -------------- --------------- ---------------

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





See accompanying notes to consolidated financial statements.
</TABLE>


                                       18

<PAGE>

<TABLE>

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



                                                                 2000                 1999            1998
                                                             --------------    ---------------    --------------

OPERATING ACTIVITIES:
<S>                                                       <C>               <C>                <C>
Net income                                                $      790,000    $       581,000    $     567,000
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
     Depreciation and amortization                               934,000            817,000          760,000
     Deferred income taxes                                      (222,000)           (23,000)        (128,000)
     Loss (gain) on disposal of fixed assets                      24,000             11,000           (2,000)
     Deferred rent charges                                       (51,000)           (63,000)         155,000
   Change in operating assets and liabilities:
     Accounts receivable and unbilled
       service revenue                                        (1,996,000)        (1,832,000)        (156,000)
     Other assets and prepaid expenses                           (89,000)            37,000           (9,000)
     Accounts payable and accrued expenses                       868,000            303,000          (67,000)
     Unearned service revenue                                  1,280,000           (415,000)         116,000
                                                             --------------    ---------------    --------------
     Net cash provided (used) by operating activities          1,538,000           (584,000)       1,236,000
                                                             --------------    ---------------    --------------

INVESTING ACTIVITIES:
   Capital expenditures                                       (1,052,000)        (1,185,000)        (269,000)
   Purchase of subsidiary                                              0           (387,000)               0
   Proceeds from sale of fixed assets                              3,000              6,000            4,000
                                                             --------------    ---------------    --------------

     Net cash used by investing activities                    (1,049,000)        (1,566,000)        (265,000)
                                                             --------------    ---------------    --------------

FINANCING ACTIVITIES:
   Repayments of long-term debt                                 (100,000)           (55,000)         (69,000)
   Repurchase of common stock                                          0            (92,000)               0
   Net proceeds from issuance of common stock                          0              1,000            3,000
                                                             --------------    ---------------    --------------
     Net cash used by financing activities                      (100,000)          (146,000)        ( 66,000)
                                                             --------------    ---------------    --------------

NET INCREASE (DECREASE) IN CASH                                   389,000        (2,296,000)         905,000

CASH AT BEGINNING OF YEAR                                          68,000         2,364,000        1,459,000
                                                             --------------    ---------------    --------------
CASH AT END OF YEAR                                       $       457,000   $        68,000     $  2,364,000
                                                             ==============    ===============    ==============

SUPPLEMENTAL CASH FLOW DISCLOSURES:

CASH PAID:
   Interest paid                                          $        57,000   $        20,000     $      4,000
   Income taxes paid                                              930,000           383,000          471,000


NON-CASH INVESTING AND FINANCING ACTIVITIES:
   Note payable - owner financing                                   -----            300,000           -----
   Stock bonuses issued                                            50,000             62,000           -----




See accompanying notes to consolidated financial statements.
</TABLE>

                                       19
<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  include  the  accounts of the
         Company and its wholly-owned subsidiaries. All significant intercompany
         transactions and accounts have been eliminated in consolidation.

         Use  of  Estimates  -  The  preparation  of  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  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 to arrive at 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.

                                       20
<PAGE>


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


         Identifiable Intangible Assets - Identifiable intangible assets consist
         of values allocated to key employees,  contract backlog, proposals, and
         a covenant not to compete and are being  amortized  on a  straight-line
         basis over periods of two to ten years.

         Cost in Excess of Net Assets of Acquired Businesses - Cost in excess of
         net  assets  of  acquired   businesses   is  being   amortized  on  the
         straight-line  method over periods varying from fifteen to forty years.
         The carrying value of cost in excess of net assets of acquired business
         is  periodically  reviewed by  management  and  impairment,  if any, is
         recognized when the projected undiscounted cash flows are less than the
         carrying value.

         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 Equivalents - The Company considers cash on hand and cash held in
         banks subject to immediate withdrawal to represent cash.

         New Accounting  Standard - In 1998 the Financial  Accounting  Standards
         Board issued SFAS No. 133  "Accounting  for Derivative  Instruments and
         Hedging   Activities"  which   establishes   accounting  and  reporting
         standards for such activities.  In 1999 the FASB deferred the effective
         date of the  standard to fiscal  years  beginning  after June 15, 2000.
         Management  has not yet  determined  the  impact of SFAS No. 133 on the
         presentation of its financial statements.

2.       PROPERTY AND EQUIPMENT

         Property and equipment consist of the following at March 31:

                                                2000                1999
                                                ----                ----

         Leasehold improvements            $   349,000         $    245,000
         Equipment                           6,147,000            6,194,000
                                           ------------        ------------
                                             6,496,000            6,439,000
         Accumulated depreciation           (3,983,000)          (4,145,000)
                                           ------------        ------------
                                           $ 2,513,000         $  2,294,000
                                           ============        ============

                                       21
<PAGE>

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

3.       ACCRUED EXPENSES

         Accrued expenses consist of the following at March 31:

                                                    2000              1999
                                                    ----              ----

         Accrued payroll                       $   466,000       $   792,000
         Accrued vacation pay                      363,000           360,000
         Accrued incentive compensation            883,000           398,000
         Other                                     905,000           953,000
                                                ----------        ----------
                                               $ 2,617,000       $ 2,503,000
                                                ==========        ==========
4.       DEBT

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

                                                   2000               1999
                                                   ----               ----
         Note payable; interest at 8%
         maturing May 7, 2001
         $100,000 due annually                 $   200,000       $  300,000

         Less current portion                    ( 100,000)       ( 100,000)
                                                -----------       ----------
         Total long-term debt                  $   100,000       $  200,000
                                                ===========       ==========


         At March 31, 2000,  the Company had  $2,000,000 of borrowing  available
under a credit  line,  with  interest at the lower of the bank's prime rate plus
 .1% or LIBOR plus 2.8%. In addition,  the Company has secured a committed credit
facility of $2,000,000 which is reserved for the potential acquisition or merger
of other architectural/engineering  firms. The interest rate on this facility is
the  lower  of the  bank's  prime  rate or LIBOR  plus  2.55%.  These  borrowing
agreements,  which  expire  September  30,  2000,  require  the Company to be in
compliance with financial  covenants relating to working capital and debt to net
worth.  Substantially  all of the  Company's  tangible  assets  are  pledged  as
security.

                                       22
<PAGE>

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

5.       INCOME TAXES

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

                                  2000           1999              1998
                                  ----           ----              ----
         Current:
          Federal              $ 629,000       $ 354,000        $ 454,000
          State                  128,000          84,000           93,000
         Deferred:
          Federal               (184,000)       ( 19,000)        ( 78,000)
          State                 ( 38,000)       (  4,000)        ( 16,000)
                               ---------       ----------       ---------
                               $ 535,000       $ 415,000        $ 453,000
                               =========       ==========       =========


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



                                          2000            1999           1998
                                          ----            ----           ----
         Amount computed
           using statutory rate        $ 450,000       $ 339,000      $ 347,000
         Increase in taxes
           resulting from:
         State income taxes               68,000          53,000         44,000
         Goodwill amortization             8,000           9,000          9,000
         Meals and entertainment          59,000          53,000         40,000
         Other                         (  50,000)        (39,000)        13,000
                                        ---------      ---------       ---------
                                       $  535,000      $ 415,000      $ 453,000
                                        =========      =========       =========



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

                                                2000               1999
                                                ----               ----

         Deferred tax asset                  $ 680,000          $ 545,000
         Deferred tax liability               (422,000)          (509,000)
                                             ----------          ----------
         Total deferred taxes                $ 258,000          $  36,000
                                             ==========          ==========


                                       23
<PAGE>

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

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


                                                          2000            1999
                                                          ----            ----
         Assets:
           Allowance for doubtful accounts            $   50,000     $   69,000
           Allowance for warranty claims                 109,000         92,000
           Excess rental expense over payments            75,000         95,000
           Accruals not currently deductible             446,000        289,000
                                                       ---------      ---------
                                                      $  680,000      $ 545,000
                                                       =========      =========
         Liability:
           Excess of tax over book depreciation       $(249,000)      $(288,000)
           Accrued Liabilities                         ( 59,000)       ( 71,000)
           Capitalized expenses                        (114,000)       (150,000)
                                                       ---------      ----------
                                                      $(422,000)     $ (509,000)
                                                       =========      ==========


6.       LEASES

         The   Company   leases   certain   facilities   and   equipment   under
         noncancellable  leases  expiring in various years through 2005. 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, 2000,  1999 and 1998 amounted to  $2,567,000,  $2,402,000 and
         $2,157,000, respectively.

         Future minimum  payments under  noncancellable  operating leases are as
follows:

                                                       Operating
                                                          Leases
                                                       ---------
                           2001                      $ 2,556,000
                           2002                        2,199,000
                           2003                        1,799,000
                           2004                          563,000
                           2005                          235,000
                                                    ------------
         Total minimum payments                      $ 7,352,000
                                                    ============

                                       24
<PAGE>

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

7.       CONTINGENCIES

         The Company is subject to lawsuits  involving  claims  typical of those
         filed   against   engineering   and   architectural   professions.   In
         management's  opinion the  potential  losses not  covered by  insurance
         would not be material to the Company's financial  position,  results of
         operations, or cash flow.

         For  each  of  the  years  ended  March  31,   2000,   1999  and  1998,
         approximately  80% of the  Company's  business is with  departments  or
         agencies of Federal, state and local governments.  For the same periods
         approximately  30%, 35% and 35%,  respectively,  of the Company's gross
         revenues resulted from services  provided to the Florida  Department of
         Transportation.  These  contracts  may be subject to  renegotiation  or
         termination at the election of the  government.  The Company is subject
         to examinations by representatives of certain governmental agencies for
         which it provides services.  In management's opinion the results of any
         examination  would  not  have a  significant  effect  on the  Company's
         financial position.

8.       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,  2000,  1999 and 1998,  the Company
         contributed $362,000, $161,000 and $163,000, respectively. Participants
         in the plan have the option to purchase shares of the Company's  common
         stock.  At March 31,  2000,  96,000  shares of Company  stock have been
         issued and 294,000  shares are reserved for future  issuance  under the
         plan.

9.       STOCK BONUS AND OPTION PLAN

         The Company has a stock bonus plan that  provides  for the  awarding of
         the Company's  common stock to selected  employees.  At March 31, 2000,
         29,000 shares are reserved for future issuance under the plan.

          The Company has considered  SFAS No. 123 and has  determined  that its
          application is not material to the financial statements.

                                       25
<PAGE>

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

         The Company has stock option  plans that provide to selected  employees
         the granting of  incentive  and  non-qualified  options to purchase the
         Company's  common  stock.  A summary  of option  transactions  is shown
         below.

                                            2000                   1999
                                   ------------------------  -----------------
                                                   Weighted             Weighted
                                                   Average               Average
                                                   Exercise             Exercise
                                   Options          Price    Options      Price
                                   -------         --------  -------    --------
         Outstanding at
           beginning of year        29,000           $12      36,400      $12
         Options granted            14,000            15       3,000       14
         Options exercised             ---           n/a       ( 100)      10
         Options forfeited         ( 4,000)           11     (10,300)      11
                                    -------                  --------
         Outstanding at
           end of year              39,000           $13      29,000      $12
                                    =======                  ========
         Options exercisable at
           year end                 14,000                    11,200

The following table summarizes  information  about stock options  outstanding at
March 31, 2000:
<TABLE>

                           Options Outstanding                  Options Exercisable

                                    Weighted
                                     Average         Weighted                  Weighted
   Range of          Number         Remaining        Average    Number         Average
   Exercise       Outstanding      Contractual       Exercise   Exercisable    Exercise
   Prices         at 3/31/00       Life (years)        Price    at 3/31/00       Price
-------------  ----------------    ------------     ----------  ----------     --------
<S>    <C>           <C>                 <C>           <C>          <C>          <C>
$11.00-$11.99        11,000              5.3           11.38        6,000        11.28
$12.00-$12.99         5,000              6.3           12.59        2,000        12.52
$14.00-$14.99        10,000              2.8           14.03        6,000        14.00
$15.00-$15.99        12,000              9.4           15.00          ---          n/a
$16.00-$16.99         1,000              4.5           16.50          ---          n/a
                     -------                                      -------
                     39,000              6.0           13.50       14,000        12.60
                     ======                                       =======

</TABLE>

                                       26
<PAGE>

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

         Remaining  non-exercisable  stock  options as of March 31,  2000 become
available as follows:

                                    2001               9,000
                                    2002               6,000
                                    2003               5,000
                                    2004               3,000
                                    2005               2,000
                                                     -------
                                                      25,000

         At March 31,  2000,  110,000  stock  options  are  reserved  for future
issuance under the plans.

10.      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.

11.      RELATED PARTY TRANSACTION

         On February 2, 2000, the Company loaned $108,000 to eleven officers for
         the purpose of purchasing  company stock from other  shareholders.  The
         loans are being repaid over six years, with interest only being paid in
         the first year. Interest is being charged at 8.5%.











                                       27
<PAGE>

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


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, 2000 and 1999 and for
each of the three years in the period ended March 31, 2000,  and have issued our
report  thereon  dated May 26, 2000;  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
May 26, 2000









                                       28
<PAGE>
<TABLE>

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

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                         REYNOLDS, SMITH AND HILLS, INC.


                                                               ADDITIONS:             DEDUCTIONS:

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

<S>                                           <C>                                           <C>
Year ended March 31, 2000:
    Allowance for
         Doubtful accounts                    $181,000                 -----               ($50,000)              $131,000

Year ended March 31, 1999:
    Allowance for
         Doubtful accounts                    $162,000               $29,000               ($10,000)              $181,000

Year ended March 31, 1998:
    Allowance for
         doubtful accounts                    $127,000               $70,000               ($35,000)              $162,000
</TABLE>


                                       29
<PAGE>

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

                                   Exhibit 21



                          List of Material Subsidiaries

1.       Reynolds, Smith and Hills CS, Incorporated
         (a Florida corporation)


















                                       30
<PAGE>

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

                                   Exhibit 23

INDEPENDENT AUDITORS' CONSENT

We consent to the  incorporation by reference in Registration  Statements number
33-33536,  33-40551, 33-40552, 33-40553, 33-40554, 33-51100, 33-51102, 33-51320,
and 333-40237 of Reynolds, Smith and Hills, Inc. on Form S-8 of our report dated
May 26, 2000 appearing in this Annual Report on form 10-K of Reynolds, Smith and
Hills, Inc. for the years ended March 31, 2000, 1999 and 1998.

/s/ Deloitte and Touche LLP

Certified Public Accountants
Jacksonville, FL
June 23, 2000









                                       31