REYNOLDS, SMITH AND HILLS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 30, 1996

To the Shareholders of
Reynolds, Smith and Hills, Inc.

The Annual Meeting of shareholders of Reynolds, Smith and Hills, Inc.
will be held at the offices of the Company at 4651 Salisbury Road, Suite 400,
Jacksonville, Florida, 32256 on Tuesday, July 30, 1996 at 9:00 a.m., local time,
for the following purposes:

1. To elect six Directors to serve until next year's Annual
Meeting of Shareholders;
2. To ratify the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the 1997 fiscal
year; and
3. To transact such other business as may properly come
before the meeting.

Shareholders of record at the close of business on June 20, 1996 will
be entitled to vote at the meeting.

By Order of the Board of Directors

David K. Robertson
Secretary

Jacksonville, Florida
June 20, 1996

Whether or not you plan to attend the meeting, please execute and promptly
return the enclosed proxy in the envelope provided.

REYNOLDS, SMITH AND HILLS, INC.
4651 Salisbury Road
Jacksonville, Florida 32256

PROXY STATEMENT

This proxy statement and the accompanying form of proxy are being furnished
to shareholders in connection with the solicitation of proxies by the Board of
Directors of Reynolds, Smith and Hills, Inc. for use at its Annual Meeting of
Shareholders to be held on Tuesday, July 30, 1996. It is proposed that this
proxy statement and accompanying form of proxy will be sent to the Company's
shareholders on or about June 20, 1996.

The shares represented by your proxy will be voted in accordance with your
directions if the proxy is properly signed and returned to us before the
meeting. Your proxy may be revoked by written request that is received by the
Secretary of the Company before the meeting. If you are attending the Annual
Meeting, you may revoke your proxy at the meeting by voting in person.

The cost of soliciting proxies will be paid by the Company and is expected
to be nominal. Officers and other employees of the Company may solicit proxies
personally or by telephone in certain instances in an effort to have a larger
representation at the meeting.

Shareholders of record at the close of business on June 20, 1996, will be
entitled to vote. On that date there were 454,597 outstanding shares of Common
Stock. Each share is entitled to one vote. Shares of Common Stock allocated to
the account of a participant in the Company's 401(k) Plan will be voted by the
trustee in accordance with the participant's voting instructions. Allocated
shares of Common Stock for which no voting instructions are received will be
voted by the trustee in accordance with the 401(k) Plan in its discretion.

Proxies solicited hereby will be voted FOR each of the following proposals
unless a vote against a proposal or abstention is specifically indicated.

I. ELECTION OF DIRECTORS

Directors are elected to serve until the Annual Meeting of Shareholders in
1997. The Board of Directors has no reason to expect that any of the following
nominees will be unable to stand for election, but in the event a vacancy among
the original nominees occurs prior to the Annual Meeting, the proxies will be
voted for a substitute nominee or nominees named by the Board of Directors and
for the remaining nominees.
1

The By-Laws of the Company provide that the Board of Directors shall be
comprised of at least one and not more than 15 persons, as determined by the
Board of Directors. The Board has fixed the current number of directors at six.

The six nominees who receive the greatest number of votes cast for the
election of directors at the meeting shall become directors at the conclusion of
the tabulation of votes.

Certain information concerning each nominee for director of the Company,
including their principal occupations for the past five or more years, is set
forth below:

Leerie T. Jenkins, Jr. Principal positions are Chairman of the Board,
President, and Chief Executive Officer of the Company, which he has held since
June 1990. Prior to June 1990 and since 1987, he was President and Chief
Executive Officer of Hunter Services, Inc. Mr. Jenkins has been employed with
the Company and predecessor companies for over 24 years. He holds a Masters and
Bachelors degree in landscape architecture from the University of Michigan and
University of Georgia, respectively. Age 47.

David K. Robertson. Principal positions are Executive Vice President (since
January 1995), Secretary, Treasurer, Chief Financial Officer and Director of the
Company, which he has held since June 1990. Prior to January 1995 Mr. Robertson
was Senior Vice President. Prior to June 1990 and since 1988, he was Vice
President of Hunter Services, Inc. Mr. Robertson has been employed with the
Company and predecessor companies for over 14 years. He graduated from Florida
State University with a degree in Business. Age 44.

Darold F. Cole. Principal positions are Senior Vice President and Director
of the Company, which he has held since June 1990. Prior to June 1990 and since
1987, he was Vice President of Hunter Services, Inc. Mr. Cole has been employed
with the Company and predecessor companies for over 27 years. He graduated from
Kansas State University with a degree in electrical engineering. Age 54.

J. Ronald Ratliff. Principal positions are Senior Vice President and
Director of the Company, which he has held since June 1990. Prior to June 1990
and since 1987, he was Vice President of Hunter Services, Inc. Mr. Ratliff has
been employed with the Company and predecessor companies for over 18 years. He
holds a Masters and Bachelors degree from the University of South Florida. Age
47.

David E. Thomas, Jr. Director of the Company since February 1992. His
principal occupation is Managing Director and Head of Mergers and Acquisitions
of Raymond James and Associates, Inc. Mr. Thomas joined Raymond James in 1987
after having served as General Partner and Director of Grubb & Company, a
southeastern merchant bank for five years. He graduated from Emory University
with an M.B.A. and J.D. degree. He also holds a Bachelors degree in Business
Administration from the University of Richmond. Age 39.

Alexander P. Zechella. Director of the Company since February 1992. He
retired in 1985 after having served from 1984 as President, Chief Executive
Officer, Chief Operating Officer, and Director of The Charter Company. Prior to
joining The Charter Company in 1980, Mr. Zechella served in many capacities with
Westinghouse Corporation and retired as Northeast Region Vice President in 1980.
Mr. Zechella currently serves on the Board of Directors of Enviroq Corporation,
a professional firm located in Jacksonville, Florida. He holds a Masters and
Bachelors degree in civil engineering from Rensselaer Polytechnic Institute. Age
75.

The Board of Directors recommends a vote FOR the nominees set forth above.

Security Ownership of Certain Beneficial Owners

The following table sets forth, as of June 20, 1996, certain
information with respect to beneficial ownership of the Company's Common Stock
by (i) each director, (ii) each named executive officer, and (iii) any person
beneficially owning more than 5%.

Number of Shares Percentage of
Name Beneficially Owned* Outstanding Shares
---- ------------------- ------------------

Leerie T. Jenkins, Jr. (1) 62,640 13.7%
David K. Robertson (1) 24,988 5.5%
Charles W. Gregg (1) 6,761 1.5%
Darold F. Cole (2) 26,594 5.8%
J. Ronald Ratliff (1) 31,771 7.0%
Joseph J. Hartnett (2) 27,619 6.1%
Henry C. Luke, Jr. (3) 27,672 6.1%
David E. Thomas, Jr. (4) -- --
Alexander P. Zechella (5) -- --

Executive officers,
directors and beneficial
owners as a Group
(9 persons) 208,045 45.2%

* Includes shares which may be purchased upon exercise of options which are
exercisable as of June 20, 1996 or become exercisable within 60 days thereafter,
for the following individuals; Mr. Jenkins - 1,283; Mr. Robertson - 1,166; Mr.
Gregg - 1,166; Mr. Cole - 1,166; Mr. Ratliff - 1,166; All executive officers,
directors and beneficial owners as a group - 6,947.

* Participants in the Company's 401(k) plan may elect to have their contribution
as well as the Company's matching contribution invested in the Company's common
stock. The participant has both voting and dispositive control of such shares
which are held for the benefit of such participant by INVESCO Retirement Plan
Services, Inc., as trustee. The number of shares shown includes shares held in
the 401(k) plan as follows: Mr. Jenkins - 10,954; Mr. Robertson - 5,598; Mr.
Gregg - 788; Mr. Cole - 8,106; Mr. Luke - 3,002; Mr. Ratliff - 7,926; Mr.
Hartnett - 3,272; All executive officers, directors and beneficial owners as a
group - 39,646.

(1) 4651 Salisbury Road, Suite 400, Jacksonville, FL 32256
(2) 2235 N. Courtenay Pkwy, Suite C, Merritt Island, FL 32953
(3) 345 Greencastle Drive, Jacksonville, FL 32225
(4) 880 Carillon Parkway, St. Petersburg, FL 33716
(5) 13000 Sawgrass Village, Ponte Vedra Beach, FL 32082

Meetings of the Board of Directors and Committees

The Board of Directors had seven meetings during fiscal year 1996. All of
the Directors attended at least 75% of the meetings of the Board of Directors
and the Committees of the Board of which they were members.

The Board of Directors has delegated certain functions to the following
standing committees of the Board:

The Compensation Committee is responsible for setting and administering
executive officers' salaries and the annual bonus and long term incentive plans
that govern the compensation paid to all senior managers of the Company. The
Compensation Committee is composed of Messrs. Thomas and Zechella and held two
meetings during fiscal year 1996.

The Audit Committee's functions are to recommend for appointment by the
Board of Directors a firm of independent certified public accountants to act as
auditors for the Company and to meet with the auditors to review the scope,
preparation and results of the company's audits, the Company's internal
accounting and financial controls and to consider such other matters relating to
the financial reporting process and safeguarding of the Company's assets as it
may consider appropriate. The Audit Committee is composed of Messrs. Zechella
and Cole and held one meeting during fiscal year 1996.

The Benefits Committee's functions are to review and make findings, reports
and recommendations to the Board of Directors regarding matters relative to
benefits plans, packages and/or programs for the Company's officers and
employees. The Benefits Committee held two meetings during fiscal year 1996 and
is composed of Messrs. Ratliff, Robertson and Cole.

The Nominating Committee's functions are to review and make recommendations
to the Board of Directors regarding the composition of the Board of Directors of
the Company. The Nominating Committee normally expects to be able to identify
from its own resources the names of qualified nominees, but it will accept from
stockholders recommendations of individuals to be considered as nominees. Any
such recommendations should be submitted in writing to the Company, Attention:
Corporate Secretary no later than February 20, 1997. The Nominating Committee
held one meeting during fiscal year 1996 and is composed of Messrs. Jenkins and
Zechella.

Directors Compensation

Outside directors receive a $5,000 annual fee for their service on the
Board and reimbursement of expenses. Officers of the Company do not receive any
additional compensation for serving as members of the Board or any of its
committees.

All Section 16(a) filing requirements applicable to its Executive Officers and
Directors were complied with.

EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following table sets forth, for the Company's last three fiscal years
the compensation paid to the Chief Executive Officer and the four other most
highly compensated executive officers of the Company (the "named executive
officers") who earned more than $100,000 in the current fiscal year in all
capacities in which they serve.

SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
----------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------- ------ -------
NAME OTHER SECURITIES
AND ANNUAL RESTRICTED UNDERLYIING LTIP ALL OTHER
PRINCIPAL COMPEN STOCK OPTIONS/ PAY- COMPEN-
POSITION YEAR SALARY($) BONUS($) SATION($) AWARDS($) SARS(#) OUTS($) SATION(1)($)
-------- ---- --------- -------- --------- --------- ------- ------- ------------

Leerie T. Jenkins, Jr. Chairman 1996 145,000 5,000 - - 550 -- 2,468
of the Board, President and CEO 1995 138,000 10,000 - - 550 -- 2,264
1994 136,500 - - - -- -- 2,090

David K. Robertson, Executive Vice 1996 108,000 14,000 - - 500 -- 3,730
President, Secretary, Treasurer, 1995 98,000 8,000 - - 500 -- 3,486
CFO and Director 1994 95,000 7,000 - - -- -- 3,123

Charles W. Gregg, Executive Vice 1996 108,000 8,000 - - 2,000 -- 1,630
President and COO 1995 98,000 5,000 - - 500 -- 1,464
1994 95,000 - - - -- -- 1,315

Darold F. Cole, Senior Vice President 1996 97,000 13,000 - - 500 -- 2,969
and Director 1995 94,000 9,000 - - 500 -- 2,469
1994 92,000 18,000 - - -- -- 2,520

J. Ronald Ratliff, Senior Vice 1996 106,000 9,000 - - 500 -- 3,429
President and Director 1995 103,000 8,000 - - 500 -- 3,144
1994 101,000 -- - - -- -- 2,819

(1) For 1996 includes a) the Company's matching contribution to the 401(k) Plan
which is applicable to all Plan participants (Mr. Jenkins $1,443; Mr.
Robertson $1,563; Mr. Gregg $1,630; Mr. Cole $1,278; Mr. Ratliff $1,577)
and b) premiums paid for supplemental term life insurance policies in which
the beneficiary is named by the individual (Mr. Jenkins $1,025; Mr.
Robertson $2,167; Mr. Gregg $0; Mr. Cole $1,691; Mr. Ratliff $1,852).

Stock Options

The following table contains information concerning the grant of stock
options to the named executive officers during the last fiscal year.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
----------------- ---------------
NUMBER % OF TOTAL
OF OPTIONS/SARS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OF BASE EXPIRA-
OPTIONS/SARS IN FISCAL PRICE TION
NAME GRANTED(#) YEAR ($/SHARE) DATE 0%($) 5%($) 10%($)
---- ---------- ---- --------- ---- ----- ----- ------

Leerie T. Jenkins, Jr. 550 8% $12.10 SEPT.2000 - $1,067 $ 3,089
David K. Robertson 500 7% $11.00 SEPT.2000 - $1,520 $ 3,358
Charles W. Gregg 2,000 28% $11.00 SEPT.2000 - $6,078 $13,431
Darold F. Cole 500 7% $11.00 SEPT.2000 - $1,520 $ 3,358
J. Ronald Ratliff 500 7% $11.00 SEPT.2000 - $1,520 $ 3,358

Option Exercises and Fiscal Year-End Values

The following table sets forth information with respect to options
exercised by the named executive officers during the last fiscal year and the
unexercised options held by them as of the end of the fiscal year.

AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
SHARES YEAR END (#) YEAR END ($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ---- ------------ ------------ ------------- -------------

Leerie T. Jenkins, Jr. - - 1,283/917 -/-
David K. Robertson - - 1,166/834 75/150
Charles W. Gregg - - 1,166/2,334 75/150
Darold F. Cole - - 1,166/834 75/150
J. Ronald Ratliff - - 1,166/834 75/150

Performance Graph

The graph below is a comparison of the Company's cumulative stockholder
returns on an indexed basis with the S&P 500 stock index and an industry peer
group over the period from April 1, 1991 to March 31, 1996.

COMPARISON FROM APRIL 1, 1991
TO MARCH 31, 1996 OF CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, S&P 500 INDEX AND PEER GROUP

3/91 3/92 3/93 3/94 3/95 3/96
---- ---- ---- ---- ---- ----
RS&H 100 100 225 201 207 216
S&P 500 100 108 120 119 133 172
PEER 100 89 90 82 65 88

* Assumes a reinvestment of dividends and a $100 initial investment on
April 1, 1991 in the Company, S&P 500 Index, and the Peer Group.

* For the year ended March 31, 1996 the members of the peer group are
Michael Baker, Corp. and Greiner Engineering, Inc. For years ending
March 31, 1992 through March 31, 1995 the members of the peer group
are Michael Baker, Corp., CRSS, Inc., and Greiner Engineering, Inc. In
1994, CRSS, Inc. sold its engineering and construction services
businesses to Jacobs Engineering Group, Inc. Since CRSS, Inc. is no
longer publicly traded and is not considered by the Company to be in a
related industry, CRSS, Inc. has not been included in the peer group
for the year ending March 31, 1996.

* The Company's stock is not presently traded on any public stock
exchange or other public market. In constructing the performance
graph, the Company used the appraised value of the stock determined
for purposes of setting the price at which the Company's stock will be
sold to and traded within the Company's 401(k) plan. In June of each
year, the appraised value of the stock for each year is determined by
an independent valuation firm based on the previous year's financial
statements. All purchases and trades within the Company's 401(k) plan
after receipt of a new appraisal are made at a price equal to the
appraised value of the stock set forth in the new appraisal.
ACCORDINGLY, THE VALUE SHOWN ON THE PERFORMANCE GRAPH FOR MARCH 1996
WAS DETERMINED IN JUNE OF 1995 BASED UPON THE FINANCIAL STATEMENTS OF
THE COMPANY FOR THE FISCAL YEAR ENDED MARCH 31, 1995. The appraisal
value does not necessarily represent the price at which a shareholder
could sell shares of the Company's stock.

Compensation Committee Report

The Compensation Committee is composed of two independent non-employee
directors. The committee is responsible for setting and administering executive
officer salaries and the annual bonus and long-term incentive plans that govern
the compensation paid to all managers of the Company. The following report
represents the actions of the committee regarding compensation paid to the
executive officers during fiscal year 1996.

The Company's compensation programs are designed to link executives'
compensation to the performance of the Company and provide competitive
compensation for executives. The compensation plan consists of annual incentive
awards and equity-based incentives. Annual incentive awards are granted based on
corporate financial performance and individual performance. Equity-based
compensation is used to build shareholder value and motivate executive behavior
over the long-term. These types of compensation aid in attracting and retaining
the executive talent needed to ensure the continued success of the Company.

The compensation plan for the executives of the Company is comprised of two
elements: 1) an annual component, i.e. base salary and annual bonus and 2) a
long-term component, i.e., stock options. The policies regarding each of these
elements, as well as the basis for determining the compensation of the Chairman
of the Board, President and CEO, Mr. Jenkins, are described below.

1) Annual Component: Base Salary and Annual Bonus

Base salaries for executive officers are determined by evaluating the
responsibilities of the position and comparing it to other executive officer
positions in the local marketplace and similar positions in competitive
engineering firms of the same size. These salaries are reviewed annually and are
adjusted based on the Company's performance and the individual's contribution to
that performance.

The Key Employee Performance Bonus Program links compensation to the
performance of the Company. A percentage of pre-tax profits is allocated to the
bonus fund. There are no minimum or maximum award amounts for an individual
participant, but the total of all participants' awards is generally limited to
the fund amount. Bonuses may be distributed in either cash or stock or some
combination of both.

2) Long-Term Component: Stock Options

To align shareholders' and executive officers' interest, the long-term
compensation plan uses stock option grants whose value is related to the value
of Company common shares. Grants of stock options are made under the 1991
Incentive Stock Option Plan and 1991 Nonqualified Stock Option Plan, which were
approved by the shareholders.

The committee determines the number of shares subject to grant, exercise,
price, duration and other terms and conditions of each grant. Stock options are
exercisable up to ten years from the grant date. Such stock options provide
incentive for the creation of shareholder value over the long-term since the
full benefit of the compensation package cannot be realized unless appreciation
in the price of Company common shares occurs over a specified number of years.

The details regarding specific provisions of annual and long-term
compensation components described above apply to all senior managers of the
Company including the named officers.

CEO Compensation

During fiscal year 1996, the Company's most highly compensated officer was
Leerie T. Jenkins, Jr., Chairman of the Board, President and CEO. Mr. Jenkins'
performance was reviewed by the committee as it related to the annual and
long-term component of his compensation.

Both the annual and long-term components are based in part on the Company's
financial performances, realizing business development goals and overall company
growth for the fiscal years involved. Base pay for Mr. Jenkins increased
approximately 7% during fiscal year 1996. Mr. Jenkins also received a $5,000
cash bonus and a grant of 550 stock options.

The committee has concluded that Mr. Jenkins' performance warrants the
compensation for fiscal year 1996 as reflected in the Summary Compensation
Table.

The Compensation Committee

David E. Thomas Jr., Chairman
Alexander P. Zechella

II. RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has selected Deloitte & Touche LLP as the Company's
independent auditors for the fiscal year ending March 31, 1997, subject to
ratification by the shareholders. Deloitte & Touche LLP has audited the
Company's books for many years. Representatives of Deloitte & Touche LLP are
expected to be present at the Annual Meeting with the opportunity to make a
statement if they so desire and to respond to appropriate questions from
shareholders.

The Board recommends a vote FOR ratification of the selection of Deloitte &
Touche LLP.

III. OTHER BUSINESS

The Company does not know of any business to be presented at the meeting
other than as set forth above. However, if any other business comes before the
meeting, it is intended that the holders of proxies solicited hereby will vote
in accordance with their best judgement.

Shareholder Proposals for Next Annual Meeting

Any shareholder proposal intended to be presented at the 1997 Annual
Meeting of Shareholders should be sent to the Company, Attention: Corporate
Secretary, and must be received no later than February 20, 1997.

Annual Report on Form 10-K

On or about June 20, 1996, the Company's 1996 Annual Report on Form 10-K
for the fiscal year ended March 31, 1996 was mailed to all shareholders of
record through the close of business on June 20, 1996.