SECURITIES AND EXCHANGE COMMISSION


                              WASHINGTON, DC 20549


                                    FORM 10-K


                    For the Fiscal Year Ended March 31, 2001

                                       of

                         REYNOLDS, SMITH AND HILLS, INC.



                              a Florida Corporation
                   IRS Employer Identification No. 59-2986466
                                        2

                             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 22,  2001  was  approximately
$4,850,000.  As of June 22, 2001,  457,080 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
22, 2001 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                                                            4

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 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.

     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.





                                       3
<PAGE>

     Major Customers. For each of the years ended March 31, 2001, 2000 and 1999,
     ---------------
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%, 30%, and 35% of total revenues for
each of the  fiscal  years  2001,  2000 and  1999,  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, 2001 was $53.8 million compared to
$35.7 million at March 31, 2000. Net backlog was $37.6 million at March 31, 2001
as compared to $25.3  million at March 31,  2000.  Approximately  $33 million of
services  included in the  Company's  gross backlog as of March 31, 2001 will be
performed in fiscal year 2002.  The Company will receive  additional  revenue in
fiscal year 2002 from sales generated  during the year which are not included in
the March 31, 2001 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, 2001 the Company employed 530 persons.
     ---------

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  at  construction  sites  in  various
locations.  These leases expire at various dates through  fiscal year 2007.  The
current facilities are sufficient for the operation of the business.



                                       4
<PAGE>

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.  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. However, the Company's  professional liability insurance carrier for
the two-year period ended June,  2000, is having  financial  difficulties and on
May 29, 2001, a Pennsylvania  Court entered an order appointing the Pennsylvania
Insurance  Commissioner as Rehabilitator and directing the Rehabilitator to take
immediate  possession  of the  insurance  carrier's  assets  and  business.  The
insurance  carrier's  parent  company,  Reliance Group Holdings Inc.,  filed for
Chapter 11 bankruptcy protection on June 11, 2001. As a result of these combined
actions,  this  insurance  carrier  may not be able to honor all future  insured
claims  against  the  Company.  It is not  possible  to predict  the  outcome of
litigation  against the  Company  and the amount of future  claims that could be
presented to the Company's insurance carrier.  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, 2001.

                      EXECUTIVE OFFICERS OF THE REGISTRANT

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

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

Leerie T. Jenkins, Jr           52       Chairman of   the   Board   and   Chief
                                         Executive Officer

David K. Robertson              49       Chief Operating Officer, Executive Vice
                                         President,  Secretary,  Treasurer,  and
                                         Director

Kenneth R. Jacobson             51       Chief Financial Officer, Executive Vice
                                         President, and General Counsel

J. Ronald Ratliff               52       Executive Vice President and Director

Darold F. Cole                  59       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 227  shareholders of record at
March 31, 2001,  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.  The Company does not intend on paying
any cash dividends in the foreseeable future.


                                       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

                                                             2001            2000            1999            1998            1997

STATEMENT OF OPERATIONS DATA:

<S>                                                          <C>             <C>             <C>             <C>             <C>
Gross revenue                                                $58,519         $51,818         $42,919         $37,122         $39,065

Net service revenue                                           44,407          38,102          31,583          26,734          27,397

Net income                                                       738             790             581             567
                                                                                                                                 593

Common stock per share data:

Basic earnings per share                                        1.63            1.76            1.29            1.25            1.30


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


BALANCE SHEET DATA:

Working capital                                                4,965           3,960           3,508           3,926           2,781

Total assets                                                  18,738          16,717          13,926          13,310          12,680

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

Common stockholders' equity                                    8,096           7,301           6,460           5,908           5,337

</TABLE>



                                       7
<PAGE>


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


RESULTS OF OPERATIONS
<TABLE>

     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,

                                            2001         2000         1999

<S>                                         <C>          <C>          <C>
Gross revenue                               131.8%       136.0%       135.9%

Subcontract and other
 direct costs                                31.8         36.0         35.9
                                             ----         ----         ----

   Net service revenue                      100.0        100.0        100.0

Cost of services                             37.4         38.5         37.8
                                             ----         ----         ----

   Gross profit                              62.6         61.5         62.2

Selling, general, and
 administrative expenses                     59.8         57.9         59.3
                                             ----         ----         ----

   Operating income                           2.8          3.6          2.9

Other income (expense)                         .1          ---           .2
                                             ----         ----         ----

   Income before income taxes                 2.9          3.6          3.1

Income tax expense                            1.2          1.5          1.3
                                              ---          ---          ---

   Net income                                 1.7%         2.1%         1.8%
                                              ===          ===          ===
</TABLE>


Gross revenue for fiscal 2001 was $58.5 million as compared to $51.8 million for
fiscal 2000.  This $6.7 million  increase  (13%) was due  primarily to increased
revenues in the  transportation,  aviation,  aerospace/defense,  and  commercial
programs. Current and prior year marketing efforts in these programs resulted in
several  large  project  awards.  Revenue for fiscal  2000 was $51.8  million as
compared to $42.9  million for fiscal 1999.  This 21% increase was due primarily
to  increased  revenues in the  aviation,  aerospace/defense  and  institutional
programs.


                                       8
<PAGE>

     For each of the  fiscal  years  ended  March  31,  2001,  2000,  and  1999,
approximately  80% of the Company's  revenues were  generated from public sector
clients.

     Subcontract  and other  direct  costs were 32%,  36% and 36% of net service
revenues for fiscal years 2001, 2000, and 1999, respectively.  The institutional
program  reduced its use of  sub-consultants  in fiscal year 2000 by  performing
more engineering services in-house.

     Net service revenue more accurately reflects revenue for services performed
by the Company.  Net service  revenue was $44.4  million for fiscal 2001,  $38.1
million for fiscal 2000,  and $31.6 million for fiscal 1999.  The respective 17%
and 21% 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 37%, 39%, and 38%,  respectively  for
fiscal years ended March 31, 2001,  2000, and 1999.  Gross profit,  as a result,
was 63%, 61% and 62% for fiscal years 2001, 2000, and 1999, 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.

     SG&A expenses  increased to $26.6 million in fiscal 2001 from $22.1 million
in fiscal 2000.  This 20%  increase was due  primarily to increases in personnel
and  associated  costs.  The  number  of  employees  increased  to 530  from 470
throughout  fiscal  year  2001  in  response  to an  increased  workload.  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.

     SG&A  expenses  increased  18% to $22.1  million in fiscal  2000 from $18.7
million  in fiscal  1999.  This  increase  was due  primarily  to  increases  in
personnel expenses relating to increased workload.  The number of employees grew
to 470 from 420 during fiscal year 2000.  Other  increases in SG&A expenses were
experienced in rent expense relating to new office locations in Flint, Michigan,
Houston,  Texas, and Naperville,  Illinois,  along with expanded office space in
both Orlando,  Florida and Ft. Myers,  Florida.  In addition,  increased expense
occurred in hiring and relocation,  communication,  reprographic,  depreciation,
and office supplies.  Incentive  compensation  increased $500,000 as a result of
increased earnings over fiscal year 1999.

     Net income was  $738,000 in 2001,  $790,000 in 2000,  and $581,000 in 1999.
The  decrease  in fiscal  2001 was  primarily  a result of  increased  incentive
compensation  expense.  Fiscal  2000  net  income  increased  from  fiscal  1999
primarily due to increased net service revenues.



                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

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

                                                            March 31
                                                            --------
                                                    2001        2000        1999
                                                    ----        ----        ----

Working capital (in thousands)                    $4,965      $3,960      $3,508

Current ratio                                     1.49:1      1.45:1      1.53:1

Ratio of liabilities to equity                    1.31:1      1.29:1      1.16:1


     Cash flows from  operations  were  positive for fiscal year ended March 31,
2001 due  primarily to net income.  Accounts  receivable  and  unbilled  service
revenue increased in conjunction with the increase in revenues,  and were mostly
offset by increases in accounts payable and unearned  service revenue.  Combined
days  outstanding for accounts  receivable and unbilled  service revenue were 79
and 75 days for fiscal  years ended March 31, 2001 and 2000,  respectively.  For
fiscal year ended March 31, 2000 cash flows from  operations  were  positive due
primarily  to net  income.  Increased  revenues  caused  increases  in  accounts
receivable  and  unbilled  service  revenues,  offset by  increases  in accounts
payable and unearned service revenues. For fiscal year ended March 31, 1999 cash
flows from operations were negative.

     The Company has in place a line of credit that  provides for  borrowings up
to  $3,000,000  as of March 31, 2001,  with  interest at the lower of the bank's
prime rate plus 0.1% or LIBOR plus 2.8%.  There were no  borrowings  outstanding
under the line of credit as of March 31, 2001.  The borrowing  agreement,  which
expires  September 30, 2001,  contains  covenants related to working capital and
debt to net  worth.  Substantially  all of the  Company's  tangible  assets  are
pledged as  security  pursuant  to the  borrowing  agreement.  The Company is in
compliance with all provisions and expects that the agreement 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 2002.  This statement is
based on information that is currently available.






                                       10
<PAGE>




Cautionary Notice Regarding Forward-Looking Statements

     Certain  information  contained in this report 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; (c) the timing of new awards and of funding for such awards; and
(d) the ability of the Company to meet performance or schedule guarantees;  cost
overruns on fixed or maximum priced contracts.


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.

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 22, 2001 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, 2001, 2000 and 1999                               16

         Consolidated Balance Sheets as of March 31,
                  2001 and 2000                                               17

         Consolidated Statements of Shareholders' Equity,
                  years ended March 31, 2001, 2000
                  and 1999                                                    18

         Consolidated Statements of Cash Flows, years
                  ended March 31, 2001, 2000 and 1999                         19

         Notes to Consolidated Financial Statements                           20

(a)(2)   Financial Statement Schedule

         Independent Auditors' Report                                         30

         Schedule II - Valuation and Qualifying Accounts                      31




                                       12
<PAGE>


(a)(3)   Exhibits


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                                                 32

23       Consent of Deloitte & Touche LLP                                     33



*   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, 2001.










                                       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 22, 2001          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 22, 2001
-------------------------        and Chief Executive Officer
Leerie T. Jenkins, Jr.           (Principal Executive Officer)

/s/ David K. Robertson           Chief Operating Officer, Executive
-------------------------        Vice President, Secretary,
David K. Robertson               Treasurer, and Director           June 22, 2001

/s/ Kenneth R. Jacobson          Chief Financial Officer, Executive
-------------------------        Vice President, and General Counsel
Kenneth R. Jacobson              (Principal Financial and
                                 Accounting Officer)               June 22, 2001

/s/ Darold F. Cole               Director                          June 22, 2001
-------------------------
Darold F. Cole

/s/ J. Ronald Ratliff            Director                          June 22, 2001
-------------------------
J. Ronald Ratliff

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

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

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



                                       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,  2001 and 2000 and the
related consolidated statements of income,  shareholders' equity, and cash flows
for  each  of the  three  years  in the  period  ended  March  31,  2001.  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,  2001 and  2000  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
March 31, 2001 in conformity with accounting  principles  generally  accepted in
the United States of America.

/s/ Deloitte and Touche LLP
---------------------------
Certified Public Accountants
Jacksonville, Florida
June 18, 2001





                                       15
<PAGE>


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



                                                  2001                  2000                 1999
                                             ---------------       ---------------      ---------------




<S>                                            <C>                  <C>                  <C>
GROSS REVENUE                                  $ 58,519,000         $ 51,818,000         $ 42,919,000


SUBCONTRACT AND OTHER DIRECT COSTS               14,112,000           13,716,000           11,336,000
                                               ------------         ------------         ------------

     Net service revenue                         44,407,000           38,102,000           31,583,000

COST OF SERVICES                                 16,594,000           14,671,000           11,930,000
                                               ------------         ------------         ------------

     Gross profit                                27,813,000           23,431,000           19,653,000

SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                     26,551,000           22,080,000           18,716,000
                                               ------------         ------------         ------------

     Operating income                             1,262,000            1,351,000              937,000



OTHER INCOME (EXPENSE)
Interest and other income                            41,000               30,000               81,000
Interest expense                                    (19,000)             (56,000)             (22,000)
                                               ------------         ------------         ------------

     Income before income taxes                   1,284,000            1,325,000              996,000


INCOME TAX EXPENSE                                  546,000              535,000              415,000
                                               ------------         ------------         ------------

     NET INCOME                                $    738,000         $    790,000         $    581,000
                                               ============         ============         ============


BASIC EARNING PER SHARE
                                               $       1.63         $       1.76         $       1.29
                                               ============         ============         ============

WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING                                         453,000              448,000              452,000
                                               ============         ============         ============

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




                                       16
<PAGE>

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


ASSETS                                                                         2001                   2000
                                                                          ---------------        ---------------



CURRENT ASSETS:
<S>                                                                         <C>                    <C>
Cash                                                                        $   420,000            $   457,000
Accounts receivable, net of allowance for doubtful accounts of
     $115,000 and $131,000                                                    7,396,000              6,490,000
Unbilled service revenue                                                      6,440,000              5,179,000
Prepaid expenses and other current assets                                        95,000                159,000
Deferred income taxes                                                           718,000                431,000
                                                                            -----------            -----------

     Total current assets                                                    15,069,000             12,716,000

PROPERTY AND EQUIPMENT, net                                                   2,297,000              2,513,000

OTHER ASSETS                                                                    169,000                180,000

COST IN EXCESS OF NET ASSETS OF ACQUIRED
BUSINESSES, net of accumulated amortization of $417,000
and $313,000
                                                                              1,203,000              1,308,000
                                                                            -----------            -----------

                                                                            $18,738,000            $16,717,000
                                                                            ===========            ===========


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt                                           $   100,000            $   100,000
Accounts payable                                                              3,238,000              3,120,000
Accrued expenses                                                              3,167,000              2,617,000
Unearned service revenue                                                      3,599,000              2,919,000
                                                                            -----------            -----------

     Total current liabilities                                               10,104,000              8,756,000

LONG-TERM DEBT                                                                    ---                  100,000

DEFERRED INCOME TAXES                                                           204,000                173,000

OTHER LIABILITIES                                                               334,000                387,000
                                                                            -----------            -----------

     Total liabilities                                                       10,642,000              9,416,000
                                                                            -----------            -----------

COMMITMENTS AND CONTINGENCIES (Notes 6 and 7)


SHAREHOLDERS' EQUITY:
Common Stock, $.01 par value, 4,000,000 shares authorized,
453,000 and 448,000 issued and outstanding                                        5,000                  5,000
Paid-in capital                                                               3,627,000              3,570,000
Retained earnings                                                             4,464,000              3,726,000
                                                                            -----------            -----------

     Total shareholders' equity                                               8,096,000              7,301,000
                                                                            -----------            -----------

                                                                            $18,738,000            $16,717,000
                                                                            ===========            ===========

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, 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

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













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



                                                                 2001               2000              1999
                                                             --------------    ---------------    --------------

OPERATING ACTIVITIES:
<S>                                                         <C>                <C>               <C>
Net income                                                  $   738,000        $   790,000       $   581,000
Adjustments to reconcile net income to net cash

     Depreciation and amortization                              937,000            934,000           817,000
     Deferred income taxes                                     (256,000)          (222,000)          (23,000)
     Loss on disposal of fixed assets                            19,000             24,000            11,000
     Deferred rent charges                                      (69,000)           (51,000)          (63,000)
   Change in operating assets and liabilities:
     Accounts receivable and unbilled service
     revenue                                                 (2,167,000)        (1,996,000)       (1,832,000)
     Other assets and prepaid expenses                           61,000           (89,000)            37,000
     Accounts payable and accrued expenses                      741,000            868,000           303,000
     Unearned service revenue                                   680,000          1,280,000          (415,000)
                                                            -----------        -----------       -----------
     Net cash provided (used) by operating activities           684,000          1,538,000          (584,000)
                                                            -----------        -----------       -----------
INVESTING ACTIVITIES:
   Capital expenditures                                        (621,000)        (1,052,000)       (1,185,000)
   Purchase of subsidiary                                             0                  0          (387,000)
   Proceeds from sale of fixed assets                                 0              3,000             6,000
                                                            -----------        -----------       -----------
     Net cash used by investing activities                     (621,000)        (1,049,000)       (1,566,000)
                                                            -----------        -----------       -----------
FINANCING ACTIVITIES:
   Repayments of long-term debt                                (100,000)          (100,000)          (55,000)
   Repurchase of common stock                                         0                  0           (92,000)
   Net proceeds from issuance of common stock                         0                  0             1,000
                                                            -----------        -----------       -----------
     Net cash used by financing activities                     (100,000)          (100,000)         (146,000)
                                                            -----------        -----------       -----------

NET INCREASE (DECREASE) IN CASH                                 (37,000)           389,000        (2,296.000)

CASH AT BEGINNING OF YEAR                                       457,000             68,000         2,364,000
                                                            -----------        -----------       -----------

CASH AT END OF YEAR                                         $   420,000        $   457,000       $    68,000
                                                            ===========        ===========       ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES:

CASH PAID:
   Interest                                                 $    19,000        $    57,000       $    20,000
   Income taxes                                                 687,000            930,000           383,000

NON-CASH INVESTING AND FINANCING ACTIVITIES:
   Note payable - owner financing                                 -----              -----           300,000
   Stock bonuses issued                                          57,000             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 financial  statements and accompanying notes are prepared in accordance
     with generally  accepted  accounting  principles in the United States.  The
     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 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
------------------------------------------



     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 twenty  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.  Effective April 1, 2001, the
     Company  adopted  the  provisions  of SFAS 133.  There was no impact to the
     financial statements.

2.   PROPERTY AND EQUIPMENT

     Property and equipment consist of the following at March 31:

                                                     2001                2000
                                                     ----                ----

Leasehold improvements                          $   384,000         $   349,000
Furniture & equipment                             4,862,000           6,147,000
                                                  ---------           ---------
                                                  5,246,000           6,496,000
Accumulated depreciation                         (2,949,000)         (3,983,000)
                                                 ----------          ----------
                                                $ 2,297,000         $ 2,513,000
                                                ===========         ===========



                                       21
<PAGE>
REYNOLDS, SMITH AND HILLS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------


     The  Company  recorded  depreciation  expense of  $818,000,  $807,000,  and
     $694,000 for the years ended March 31, 2001, 2000 and 1999, respectively.


3.   ACCRUED EXPENSES

     Accrued expenses consist of the following at March 31:

                                                        2001               2000
                                                        ----               ----

Accrued payroll                                     $  554,000        $  466,000
Accrued vacation pay                                   375,000           363,000
Accrued incentive compensation                       1,325,000           883,000
Other                                                  913,000           905,000
                                                       -------           -------
                                                    $3,167,000        $2,617,000
                                                    ==========        ==========


4.   DEBT

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

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

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

     The Company has in place a line of credit that  provides for  borrowings up
     to  $3,000,000  as of March 31,  2001,  with  interest  at the lower of the
     bank's  prime rate plus 0.1% or LIBOR plus 2.8%.  There were no  borrowings
     outstanding  under the line of credit as of March 31, 2001.  The  borrowing
     agreement,  which expires September 30, 2001, contains covenants related to
     working capital and debt to net worth.  Substantially  all of the Company's
     tangible  assets  are  pledged  as  security   pursuant  to  the  borrowing
     agreement.



                                       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:




                       2001         2000          1999
                       ----         ----          ----
Current:
 Federal            $ 667,000    $ 629,000    $ 354,000
 State                136,000      128,000       84,000
Deferred:
 Federal             (215,000)    (184,000)     (19,000)
 State               ( 42,000)     (38,000)     ( 4,000)
                     --------      -------      -------
                    $ 546,000    $ 535,000    $ 415,000
                    =========    =========    =========


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

                                         2001            2000            1999
Amount computed
  using statutory rate                $ 437,000       $ 450,000       $ 339,000
Increase in taxes
  resulting from:
State income taxes                       70,000          68,000          53,000
Goodwill amortization                    20,000           8,000           9,000
Meals and entertainment                  82,000          59,000          53,000
Other                                   (63,000)        (50,000)        (39,000)
                                        -------         -------         -------
                                      $ 546,000       $ 535,000       $ 415,000
                                      =========       =========       =========



     The  following  table  identifies  net  deferred  taxes  recognized  in the
     Company's balance sheet at March 31: 2001 2000

Deferred tax asset                                 $ 800,000          $ 680,000
Deferred tax liability                              (286,000)          (422,000)
                                                    --------           --------
Total deferred taxes                               $ 514,000          $ 258,000
                                                   =========          =========


                                       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:

                                             2001         2000
                                             ----         ----
Assets:
  Allowance for doubtful accounts        $  45,000    $  50,000
  Allowance for warranty claims            105,000      109,000
  Excess rental expense over payments       48,000       75,000
  Accruals not currently deductible        602,000      446,000
                                           -------      -------
                                         $ 800,000    $ 680,000
                                         =========    =========
Liability:
  Excess of tax over book depreciation   $(253,000)   $(249,000)
  Accrued Liabilities                     ( 33,000)    ( 59,000)
  Capitalized expenses                       -0-       (114,000)
                                          --------     --------
                                         $(286,000)   $(422,000)
                                         =========    =========


6.   LEASES

     The Company leases certain  facilities and equipment  under  noncancellable
     leases expiring in various years through 2007. 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, 2001, 2000 and
     1999 amounted to $2,994,000, $2,567,000 and $2,402,000, respectively.

     Future  minimum  payments  under  noncancellable  operating  leases  are as
     follows:

                                                       Operating
                                                         Leases
                                                         ------

                           2002                      $ 2,822,000
                           2003                        2,442,000
                           2004                        1,114,000
                           2005                          594,000
                           2006                          152,000
                           2007                           42,000
                                                          ------
         Total minimum payments                      $ 7,166,000
                                                     ===========



                                       24
<PAGE>

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

7.   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.
     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. However, the Company's  professional
     liability  insurance  carrier for the two-year period ended June,  2000, is
     having  financial  difficulties  and on May 29, 2001, a Pennsylvania  Court
     entered an order  appointing the  Pennsylvania  Insurance  Commissioner  as
     Rehabilitator and directing the Rehabilitator to take immediate  possession
     of the insurance  carrier's  assets and business.  The insurance  carrier's
     parent  company,  Reliance  Group  Holdings  Inc.,  filed  for  Chapter  11
     bankruptcy  protection  on June 11,  2001.  As a result  of these  combined
     actions, this insurance carrier may not be able to honor all future insured
     claims  against the  Company.  It is not possible to predict the outcome of
     litigation  against the Company and the amount of future  claims that could
     be presented to the Company's  insurance  carrier.  As such,  management is
     unable to  estimate  the amount or range of loss that could arise from this
     situation.


     For each of the years ended March 31,  2001,  2000 and 1999,  approximately
     80% of the Company's  business is with  departments or agencies of federal,
     state  and  local   governments.   These   contracts   may  be  subject  to
     renegotiation or termination at the election of the government. The Company
     is subject to  examination  by 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,  2001,  2000 and  1999,  the  Company
     contributed $576,000, $362,000 and $161,000, respectively.  Participants in
     the plan have the option to purchase shares of the Company's common stock.



                                       25
<PAGE>

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

9.   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, 2001,  2000,  and 1999,  was 1,000,
     zero, and 1,000, 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 Company has adopted  Statement of Financial  Accounting  Standards  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, 2001 and 2000.

                                   2001                       2000
                             ------------------         -----------------
                                       Weighted                  Weighted
                                        Average                   Average
                                       Exercise                  Exercise
                             Shares      Price          Shares     Price
                             ------      -----          ------     -----
Outstanding,                 39,000    $13              29,000    $12
  beginning of year
Granted                         -        -              14,000     15
Exercised                       -        -                 -        -
Forfeited                   ( 3,000)    11              (4,000)    11
                            -------     --              ------     --
Outstanding,
  end of year                36,000    $14              39,000    $13
                            =======                     ======
Exercisable                  22,000                     14,000



                                       26
<PAGE>

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

     The following table  summarizes the status of stock options  outstanding at
     March 31, 2001:

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

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

    $12-$17       36,000           5          14            22,000       13


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

     The Company has notes  receivable  outstanding from officers of the Company
     totaling $95,000 and $108,000 at March 31, 2001 and 2000, respectively. The
     loans,  with  interest  at 8.5% per  year,  mature in 2006.  Principal  and
     interest are paid biweekly.


12.  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.


                                       27
<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%, 30%, and 35% of consolidated revenues in the years ended
     March 31, 2001,  2000, and 1999,  respectively,  all in the  Transportation
     segment.  The loss of this customer could  materially and adversely  affect
     the Company's operating results.


<TABLE>

                                                 Revenue                        Income before income taxes
                              ----------------------------------------        ---------------------------------------
Year ended March 31              2001            2000            1999            2001            2000            1999
                                 ----            ----            ----            ----            ----            ----
(in thousands)

<S>                           <C>             <C>             <C>             <C>             <C>             <C>
Transportation                $ 22,354        $ 19,463        $ 19,084        $    508        $  1,296        $  1,237
Aviation                        10,190           8,254           3,845           1,159             815             188
Aerospace/Defense                5,944           4,932           2,628             546             424             121
Public Infrastructure            4,002           3,957           3,711             (93)             86             (32)
Commercial                       6,334           5,138           5,227             832             427             430
Institutional                    9,695          10,074           8,424            (375)           (840)           (555)
Reconciling Amounts                                                             (1,293)           (883)           (393)
                              -----------------------------------------       -----------------------------------------
Consolidated                  $ 58,519        $ 51,818        $ 42,919        $  1,284        $  1,325        $    996
                              =========================================       =========================================
</TABLE>



                                       28
<PAGE>

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

13.  QUARTERLY RESULTS (UNAUDITED)
<TABLE>

(in thousands, except per share amounts)

                                   First           Second           Third           Fourth
                                   Quarter         Quarter          Quarter         Quarter          Total
                                   -------         -------          -------         -------          -----
Year ended March 31, 2001
<S>                                <C>             <C>              <C>             <C>            <C>
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


Year ended March 31, 2000
Gross Revenue                      $11,251         $11,352          $14,617         $14,598        $51,818
Gross Profit                         5,247           5,498            6,414           6,272         23,431
Net Income                             114             129              390             157            790
Earnings per share                     .25             .29              .87             .35           1.76
</TABLE>



















                                       29
<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, 2001 and 2000 and for
each of the three years in the period ended March 31, 2001,  and have issued our
report  thereon dated June 18, 2001;  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 18, 2001





















                                       30
<PAGE>

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS


                         REYNOLDS, SMITH AND HILLS, INC.

<TABLE>

                                                               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, 2001:
    Allowance for
         Doubtful accounts                $131,000              $ 10,000               ($26,000)               $115,000

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

</TABLE>
















                                       31
<PAGE>

                                   Exhibit 21



                          List of Material Subsidiaries
                          -----------------------------



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



















                                       32
<PAGE>

                                   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
June 18, 2001  appearing in this Annual  Report on form 10-K of Reynolds,  Smith
and Hills, Inc. for the years ended March 31, 2001, 2000 and 1999.


/s/ Deloitte and Touche LLP
----------------------------
Certified Public Accountants
Jacksonville, FL
June 22, 2001





















                                       33