REYNOLDS, SMITH AND HILLS, INC.

                                    P R O X Y

            This Proxy Solicited on Behalf of the Board of Directors

             Annual Meeting of Shareholders to be held July 30, 1996

The undersigned  hereby appoints Leerie T. Jenkins,  Jr. and David K. Robertson,
jointly  and  severally,  proxies,  with  full  power of  substitution  and with
discretionary  authority,  to  represent  and to vote,  in  accordance  with the
instructions set forth below, all shares of Common Stock of Reynolds,  Smith and
Hills,  Inc.  held of record by the  undersigned  on June 20, 1996 at the annual
meeting of shareholders to be held on Tuesday,  July 30, 1996 or any adjournment
thereof.

1.       Election of Directors.

          ________  For all  nominees  listed  below  (except  as  marked to the
          contrary below).

          ________ Withhold authority to vote for all nominees listed below.

          Instruction: To withhold authority to vote for any individual nominee,
          strike a line through the nominee's name in the list below.

          L. Jenkins, D. Robertson, D. Cole, R. Ratliff, D. Thomas, A. Zechella

2.        Proposal  to  ratify  the  appointment  of  Deloitte  & Touche  LLP as
          independent  public  accountants  of the  Company  for the fiscal year
          ending March 31, 1997.

         _____________For _____________Against _____________Abstain

3.        In their  discretion,  the  proxies are  authorized  to vote upon such
          other business as may properly come before the meeting.

Please  sign  exactly  as name  appears  below.  When  shares  are held by joint
tenants, both should sign.

Signature______________________________________Date_______________

Signature______________________________________Date_______________

When signing as Attorney,  Administrator,  Guardian or Trustee  please give full
title as such. If a corporation, please sign in full corporate name by president
or other authorized  officer.  If a partnership  name, please sign by authorized
person.

This proxy when  executed  will be voted in the  manner  directed  herein by the
shareholders.  If no  direction  is  made,  this  proxy  will be  voted  FOR all
proposals.