UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Period Ended December 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, Suite 400                            32256
        Jacksonville, Florida                                (Zip Code)
 (Address of principal executive offices)

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

     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 number of shares outstanding of the registrant's  Common Stock, par
value $.01 per share, at December 31, 2000 was 453,140 shares.




PART 1:  FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS



REYNOLDS, SMITH AND HILLS, INC.
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
- --------------------------------------------------------------------------------



                                                    Nine Months Ended                   Three Months Ended
                                                       December 31                          December 31

                                                  2000               1999               2000               1999
                                             ---------------    ---------------    ---------------    ---------------

                                                                                          
GROSS REVENUE                                $ 42,406,000       $ 37,220,000       $ 13,957,000       $ 14,617,000

SUBCONTRACT AND OTHER
    DIRECT COSTS                               10,229,000          9,290,000          3,234,000          4,323,000
                                             ---------------    ---------------    ---------------    ---------------
     Net service revenue                       32,177,000         27,930,000         10,723,000         10,294,000

COST OF SERVICES                               12,166,000         10,771,000          4,021,000          3,880,000
                                             ---------------    ---------------    ---------------    ---------------
     Gross profit                              20,011,000         17,159,000          6,702,000          6,414,000

SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                   19,110,000         16,098,000          6,502,000          5,783,000
                                             ---------------    ---------------    ---------------    ---------------
      Operating income                            901,000          1,061,000            200,000            631,000

OTHER INCOME (EXPENSE)
Interest and other income                          49,000             33,000             23,000              9,000
Interest expense                                   (9,000)           (46,000)            (2,000)           (17,000)
                                             ---------------    ---------------    ---------------    ---------------
     Income before income taxes                   941,000          1,048,000            221,000            623,000

INCOME TAX EXPENSE                                403,000            418,000            100,000            233,000
                                             ---------------    ---------------    ---------------    ---------------
     NET INCOME                              $    538,000       $    630,000       $    121,000       $    390,000
                                             ===============    ===============    ===============    ===============

BASIC EARNING PER SHARE                      $       1.19       $       1.41       $        .27       $        .87
                                             ---------------    ---------------    ---------------    ---------------

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



See accompanying notes to consolidated financial statements.


                                       2




REYNOLDS, SMITH AND HILLS, INC.
CONSOLIDATED BALANCE SHEETS (Unaudited)
- --------------------------------------------------------------------------------

                                                                              DEC 31,            MARCH 31,
ASSETS                                                                         2000                2000
- ------                                                                    ---------------     ---------------

CURRENT ASSETS:
                                                                                     
Cash                                                                   $       226,000     $       457,000
Accounts receivable, net of allowance for doubtful accounts of
     $120,000 and $131,000                                                   6,139,000           6,490,000
Unbilled service revenue                                                     6,267,000           5,179,000
Prepaid expenses and other current assets                                      117,000             159,000
Deferred income taxes                                                          431,000             431,000
                                                                          ---------------     ---------------
     Total current assets                                                   13,180,000          12,716,000

PROPERTY AND EQUIPMENT, net                                                  2,400,000           2,513,000

OTHER ASSETS                                                                   180,000             180,000

COST IN EXCESS OF NET ASSETS OF ACQUIRED
     BUSINESSES, net ofaccumulated amortization
     of $388,000 and $313,000                                                1,233,000           1,308,000
                                                                          ---------------     ---------------

                                                                       $    16,993,000     $    16,717,000
                                                                          ===============     ===============

LIABILITIES AND SHAREHOLDERS EQUITY

CURRENT LIABILITIES:
Notes payable and current portion of long-term debt                    $       100,000     $       100,000
Accounts payable                                                             2,078,000           3,120,000
Accrued payroll                                                              1,042,000             466,000
Accrued incentive compensation                                                 653,000             883,000
Accrued expenses                                                               893,000           1,268,000
Unearned service revenue                                                     3,807,000           2,919,000
                                                                          ---------------     ---------------
     Total current liabilities                                               8,573,000           8,756,000

LONG-TERM DEBT                                                                       0             100,000

DEFERRED INCOME TAXES                                                          173,000             173,000

OTHER LIABILITIES                                                              351,000             387,000
                                                                          ---------------     ---------------

     Total liabilities                                                       9,097,000           9,416,000
                                                                          ---------------     ---------------

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                                                            4,264,000           3,726,000
                                                                          ---------------     ---------------

     Total shareholders' equity                                              7,896,000           7,301,000
                                                                          ---------------     ---------------

                                                                       $    16,993,000     $    16,717,000
                                                                          ===============     ===============


See accompanying notes to consolidated financial statements.


                                       3





REYNOLDS, SMITH AND HILLS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
NINE MONTHS ENDED DECEMBER 31


                                                                        2000               1999
                                                                   ---------------    --------------

OPERATING ACTIVITIES:
                                                                             
Net income                                                      $      538,000     $       630,000
Adjustments to reconcile net income to net cash:
     Depreciation and amortization                                     700,000             691,000
     Deferred rent charges                                             (36,000)            (29,000)
     Other                                                              57,000              50,000
   Change in operating assets and liabilities:
        Accounts receivable and unbilled service revenue              (737,000)         (2,667,000)
        Other assets and prepaid expenses                               28,000              35,000
        Accounts payable and accrued expenses                       (1,071,000)          1,106,000
        Unearned service revenue                                       888,000           1,037,000
                                                                   ---------------    --------------

   Net cash provided by operating activities                           367,000             853,000
                                                                   ---------------    --------------

INVESTING ACTIVITIES:
   Capital expenditures                                               (498,000)           (839,000)
   Other                                                                     0               3,000
                                                                   ---------------    --------------

   Net cash used by investing activities                              (498,000)           (836,000)
                                                                   ---------------    --------------

FINANCING ACTIVITIES:
   Repayments of long-term debt                                       (100,000)           (100,000)
   Net increase in credit line payable to bank                               0             160,000
                                                                   ---------------    --------------

     Net cash (used) provided by financing activities                 (100,000)             60,000
                                                                   ---------------    --------------

NET (DECREASE) INCREASE IN CASH                                       (231,000)             77,000

CASH AT BEGINNING OF PERIOD                                            457,000              68,000
                                                                   ---------------    --------------

CASH AT END OF PERIOD                                           $      226,000     $       145,000
                                                                   ===============    ==============



See accompanying notes to consolidated financial statements.



                                       4




BASIS OF PRESENTATION
- ---------------------

1)       The accompanying unaudited  consolidated  financial statements,  in the
         opinion of management,  include all  adjustments  (consisting of normal
         recurring   accruals)  necessary  to  present  fairly  the  results  of
         operations  and  financial  position  of the  Company  for the  periods
         indicated.  However,  certain information and note disclosures normally
         included in financial statements prepared in accordance with accounting
         principles generally accepted in the United States of America have been
         omitted.  It is suggested  that these  financial  statements be read in
         conjunction with the financial statements, schedules, and notes thereto
         included  in the  Company's  annual  report on Form 10-K for the fiscal
         year ended March 31, 2000.

2)       Earnings per share of common stock are based on weighted average number
         of shares outstanding during each period.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


RESULTS OF OPERATIONS
- ---------------------

         Gross  revenue  for the first  nine  months  of  fiscal  2001 was $42.4
million as compared to $37.2  million for the first nine months of fiscal  2000.
This $5.2 million increase (14%) was due primarily to increased  revenues in the
transportation, aviation, aerospace/defense, and commercial programs as a result
of current and prior year marketing efforts.

         Gross revenue for the third quarter of fiscal 2001 was $14.0 million as
compared to $14.6 million for the third quarter of fiscal 2000. This 5% decrease
occurred primarily in the institutional program.

         Subcontract and other direct costs remained  relatively constant at 32%
and 33% of net service  revenues  for the first nine months of fiscal years 2001
and 2000,  respectively.  Subcontract and other direct costs were 30% and 42% of
net  service  revenues  for the third  quarter  of fiscal  years  2001 and 2000,
respectively.  This  decrease  for the  third  quarter  was  primarily  due to a
decrease in subconsultants in the institutional program as well as a decrease in
subconsultants and temporary staffing in the aerospace/defense program.

         Net service  revenue  more  accurately  reflects  revenue for  services
performed by the Company.  Net service  revenue was $32.2  million for the first
nine months of fiscal 2001  compared to $27.9  million for the first nine months
of fiscal 2000. This 15% increase corresponds to the increase in gross revenues.
Net service  revenue was $10.7  million for the third  quarter of fiscal 2001 as
compared to $10.3  million for the prior  years  quarter.  This 4% increase is a
result of reduced subcontract and other direct costs.


                                       5



         Cost of services  represents  direct  labor costs  associated  with the
generation  of net service  revenues.  Cost of services,  as a percentage of net
service  revenue,  remained  consistent at 38% for the first nine months and the
third quarter of fiscal 2001 and 2000. Gross profit, as a result,  also remained
consistent at 62% for the same periods of fiscal 2001 and 2000.

         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  increased  to $19.1
million in the first nine months of fiscal 2001 from $16.1  million in the first
nine months of fiscal 2000.  This 19% increase was due primarily to increases in
personnel  and  associated  costs.  The number of employees  increased to 520 at
December  31,  2000 from 460 at December  31, 1999 as a result of the  increased
workload.  Other  increases  in  SG&A  expenses  were  experienced  in  cost  of
technology  equipment,  recruiting costs,  office rent,  professional  fees, and
insurance premiums.

         SG&A expenses increased to $6.5 million for the third quarter of fiscal
2001 from $5.8  million for the third  quarter  fiscal  2000.  This 12% increase
occurred for the same reasons as set forth above for the  nine-month  period for
fiscal years 2001 and 2000.

         Net income was  $538,000  for the first nine  months of fiscal  2001 as
compared to $630,000  for the first nine months of fiscal  2000.  Net income was
$121,000  for the third  quarter of fiscal 2001 as compared to $390,000  for the
same period of fiscal 2000.  These decreases are primarily a result of increased
SG&A expenses.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

         As of December  31,  2000 the  Company  had cash of $226,000  with $3.0
million of borrowings available under its revolving line of credit.

         Operations  for the first  nine  months of fiscal  year 2001  generated
cash.  Combined days  outstanding for accounts  receivable and unbilled  service
revenue were 81 days and 90 days at December 31, 2000 and 1999, respectively.

         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,  however,  a
variety of factors could cause actual results to differ materially from expected
results.

Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Market risk exposures to the Company are not material.



                                       6




Item 6.  Exhibits and Reports on Form 8-K

         (a)   There were no Form 8-K reports filed during the quarter for which
               this report is filed.




                                   SIGNATURES

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  in the
capacities indicated.

Reynolds, Smith and Hills, Inc.

Dated:  February 9, 2001



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

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



                                       7