SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

             Certification and Notice of Termination of Registration
           under Section 12(g) of the Securities Exchange Act of 1934
             or Suspension of Duty to File Reports Under Section 13
                and 15(d) of the Securities Exchange Act of 1934

                         Commission File Number 0-18984


                         Reynolds, Smith and Hills, Inc.
                         -------------------------------
             (Exact name of registrant as specified in its charter)


                      10748 Deerwood Park Boulevard South,
                        Jacksonville, Florida 32256-0597,
                                 (904) 256-2500
                      ------------------------------------
    (Address, including zip code, and telephone number, including area code,
                   of registrant's principal executive office)


                          Common Stock, $.01 par value
                          ----------------------------
            (Title of each class of securities covered by this Form)


     Please  place  an X in  the  box(es)  to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:

             Rule 12g-4(a)(1)(i)      [X]        Rule 12h-3(b)(1)(ii)     [ ]
             Rule 12g-4(a)(1)(ii)     [ ]        Rule 12h-3(b)(2)(I)      [ ]
             Rule 12g-4(a)(2)(i)      [ ]        Rule 12h-3(b)(2)(ii)     [ ]
             Rule 12g-4(a)(2)(ii)     [ ]        Rule 15d-6               [X]
             Rule 12h-3(b)(1)(i)      [X]

Approximate number of holders of record as of the certification or notice date:
                                       74
                                    ---------

     Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
Reynolds,  Smith and Hills,  Inc.  has caused  this  certification/notice  to be
signed on its behalf by the undersigned duly authorized person.


Date:    May 2, 2003             By: /s/ Kenneth R. Jacobson
         -----------             ---------------------------
                                 Name:   Kenneth R. Jacobson
                                 Title:  Chief Financial Officer; Executive Vice
                                              President and General Counsel

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel,  or by any  other  duly  authorized  person.  The name and title of the
person signing the form shall be typed or printed under the signature.