REYNOLDS, SMITH AND HILLS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, JULY 30, 1999

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 Friday, July 30, 1999 at 9:00 a.m., local time,
for the following purposes:

1. To elect seven Directors to serve until next year's Annual
Meeting of Shareholders and until their successors are elected
and qualified;

2. To ratify the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the 2000 fiscal year;
and

3. To transact such other business as may properly come before
the meeting and any adjournment thereof.

Shareholders of record at the close of business on June 21, 1999 will
be entitled to vote at the meeting.

By Order of the Board of Directors,

/s/David K. Robertson
- ---------------------
David K. Robertson
Secretary

Jacksonville, Florida
June 21, 1999

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, Suite 400
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. (the Company) for use at
its Annual Meeting of Shareholders to be held on Friday, July 30, 1999. It is
proposed that this proxy statement and accompanying form of proxy will be sent
to the Company's shareholders on or about June 21, 1999.

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 Annual 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 21, 1999, will
be entitled to vote. On that date there were 448,353 outstanding shares of
Common Stock. Each share of Common Stock 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, and in accordance with the discretion of the named proxies on other
matters properly brought before the Annual Meeting, 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 2000. 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.

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 passed a resolution, effective as of the date
of the shareholders' meeting, fixing the number of

directors at seven.

The seven 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. Abstentions, broker non-votes and
withheld votes are not counted in determining the number of votes cast for any
nominee for director.

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
and Chief Executive Officer of the Company, which he has held since June 1990.
Mr. Jenkins has been employed with the Company or other architectural,
engineering, planning and environmental services companies for over 27 years. He
holds a Masters and Bachelors degree in landscape architecture from the
University of Michigan and University of Georgia, respectively. Age 50.

David K. Robertson. Principal positions are Executive Vice President,
which he has held since January 1995, Chief Operating Officer, to which he was
appointed in June 1999, 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. Mr. Robertson has been employed
with the Company or other architectural, engineering, planning and environmental
services companies for over 17 years. He graduated from Florida State University
with a degree in Business. Age 47.

Darold F. Cole. Principal positions are Senior Vice President and
Director of the Company, which he has held since June 1990. Mr. Cole has been
employed with the Company or other architectural, engineering, planning and
environmental services companies for over 30 years. He graduated from Kansas
State University with a degree in electrical engineering. Age 57.

J. Ronald Ratliff. Principal positions are Senior Vice President and
Director of the Company, which he has held since June 1990. Mr. Ratliff has been
employed with the Company or other architectural, engineering, planning and
environmental services companies for over 21 years. He holds a Masters and
Bachelors degree from the University of South Florida. Age 50.

David E. Thomas, Jr. Director of the Company since February 1992. His
principal occupation is Senior Managing Director and Head of Investment Banking
of Raymond James and Associates, Inc., which he has held since July 1996. Mr.
Thomas joined Raymond James in 1987 and is a director of Laidlaw Environmental
Services, Inc. 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 42.

R. Ray Goode. Director of the Company since July 1998. His principal
occupation is Vice President of Public Affairs of Ryder System, Inc. which he
has held since he joined in November

1993. Prior to joining Ryder, Mr. Goode served as president and chief executive
officer of We Will Rebuild, a non-profit agency established to rebuild Greater
Miami in the aftermath of Hurricane Andrew. He graduated from Pennsylvania State
University with a Master of Public Administration degree. He also holds a
Bachelor of Arts degree in political science and English from the University of
Charleston, West Virginia. Age 62.

James W. Apthorp. His principal occupation is Chairman Emeritus of
Atlantic Gulf Communities, a real estate development firm, which he has held
since 1997. From 1992 to 1997 he held the position of Chairman of Atlantic Gulf
Communities. In these two positions, Mr. Apthorp has represented that company in
public settings, and has consulted with senior management on all major corporate
issues. He graduated from Florida State University with a Bachelor of Science in
Government. Age 60.

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 21, 1999, certain
information with respect to beneficial ownership of the Company's Common Stock
by (i) each director and nominee for director, (ii) each named executive officer
and (iii) any person beneficially owning more than 5%. Except as noted below,
the Company believes that each of the persons listed has sole investment and
voting power with respect to the shares included in the table.

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

Leerie T. Jenkins, Jr. (a)(b)(1) 73,274 16.2%
David K. Robertson (a)(b)(1) 30,552 6.8%
Darold F. Cole (a)(b)(2) 27,425 6.1%
J. Ronald Ratliff (a)(b)(1) 38,627 8.6%
David E. Thomas, Jr. --- ---
Alexander P. Zechella --- ---
R. Ray Goode --- ---
James W. Apthorp --- ---
Joseph J. Hartnett (3) 24,069 5.4%
Henry C. Luke, Jr. (b)(4) 27,672 6.2%

Directors and Executive
Officers as a Group
(8 persons) 169,878 37.1%

(a) Includes shares which may be purchased upon exercise of options which are
exercisable as of June 21, 1999 or become exercisable within 60 days thereafter,
for the following individuals; Mr. Jenkins - 2,912; Mr. Robertson - 2,132; Mr.
Cole - 1,906; Mr. Ratliff - 2,014; all executive officers and directors as a
group - 8,964.

(b) 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 - 16,723; Mr. Robertson -
6,725; Mr. Cole - 8,206; Mr. Ratliff - 7,926; Mr. Luke - 3,002; all executive
officers and directors as a group - 39,580.

(1) 4651 Salisbury Road, Suite 400, Jacksonville, FL 32256
(2) 2235 N. Courtenay Pkwy, Suite C, Merritt Island, FL 32953
(3) 2700 S. Courtenay Pkwy, Merritt Island, FL 32952
(4) 345 Greencastle Drive, Jacksonville, FL 32225

Meetings of the Board of Directors and Committees

The Board of Directors held six meetings during fiscal year 1999. 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, Zechella and Goode and
held two meetings during fiscal year 1999.

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,
Cole and Goode and held one meeting during fiscal year 1999.

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 1999 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, in connection with the 1999 Annual Meeting
of Shareholders, should be submitted in writing to the Company, Attention:
Corporate Secretary,

no later than February 20, 2000. The Nominating Committee held one meeting
during fiscal year 1999 and is composed of Messrs. Jenkins and Zechella.

Directors Compensation

In fiscal year 1999 outside directors received an $8,000 annual fee and
reimbursement of expenses for their service on the Board. In addition, they
received $1,000 per Board meeting ($500 for telephone attendance) and $500 for
each committee meeting attended. Officers of the Company do not receive any
additional compensation for serving as members of the Board or any of its
committees.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) filing requirements require the Company's Executive
Officers, Directors and persons who beneficially own more than 10% of the
Company's registered equity securities to file with the Commission various forms
reporting information regarding beneficial ownership. To the Company's
knowledge, based solely on a review of the copies of such forms furnished to the
Company, and written representations that no other forms were required, Section
16(a) filing requirements were complied with for the fiscal year ended March 31,
1999.

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 three 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
COMEPNSATION AWARDS
------------ ------
NAME SECURITIES
AND UNDERLYING ALL OTHER
PRINCIPAL SALARY BONUS OPTIONS/ COMPEN-
POSITION YEAR ($) ($) SARS (#) SATION (1)($)
-------- ---- --- --- -------- -------------

Leerie T. Jenkins, Jr. Chairman 1999 202,000 75,000 -- 3,800
of the Board and CEO 1998 184,000 75,000 4,533 3,269
1997 164,000 15,000 -- 2,761

David K. Robertson, Executive 1999 149,000 44,000 -- 3,100
Vice President, Secretary, 1998 134,000 43,000 2,832 3,743
Treasurer, CFO, COO and Director 1997 121,000 12,000 -- 3,217

Darold F. Cole, Senior Vice 1999 107,000 7,000 -- 4,700
President and Director 1998 102,000 18,000 2,266 4,049
1997 98,000 12,000 -- 3,217

J. Ronald Ratliff, Senior Vice 1999 133,000 31,000 -- 2,900
President and Director 1998 120,000 35,000 2,537 3,115
1997 111,000 12,000 -- 2,708

(1) For 1999 includes a) the Company's matching contribution to the 401(k)
Plan which is applicable to all Plan participants (Mr. Jenkins $2,000;
Mr. Robertson $2,200; Mr. Cole $1,500; Mr. Ratliff $1,300) and b)
premiums paid for supplemental term life insurance policies in which
the beneficiary is named by the individual (Mr. Jenkins $1,800; Mr.
Robertson $900; Mr. Cole $3,200; Mr. Ratliff $1,600).

Option Exercises and Fiscal Year-End Values

There were no options exercised by the named executive officers during
the last fiscal year. The following table sets forth information with respect to
the unexercised options held by the named executive officers as of the end of
fiscal year March 31, 1999.

AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES

NUMBER OF
SECURITIES VALE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL AT FISCAL
YEAR END (#) YEAR END ($)
EXERCISABLE/ EXERCISABLE/
NAME UNEXERCISABLE UNEXERCISABLE(1)
---- ------------- ----------------

Leerie T. Jenkins, Jr 2,912/2,721 $7,718/$6,394
David K. Robertson 2,132/1,700 8,187/5,950
Darold F. Cole 1,906/1,360 7,396/4,760
J. Ronald Ratliff 2,014/1,523 6,000/7,105

(1) Represents the excess of the fair market value of the Common Stock of
$15.00 per share (the value determined in June of 1999 based on the
financial statements for the year ended March 31, 1999) above the
exercise price of the options.

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, 1994 to March 31, 1999.

COMPARISON FROM APRIL 1, 1994
TO MARCH 31, 1999 OF CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, S&P 500 INDEX AND PEER GROUP

- --------------------------------------------------------------------------------
3/94 3/95 3/96 3/97 3/98 3/99
- --------------------------------------------------------------------------------
RS&H $100 $104 $109 $133 $138 $142
- --------------------------------------------------------------------------------
S&P 500 $100 $112 $145 $170 $247 $289
- --------------------------------------------------------------------------------
Peer $100 $74 $102 $94 $128 $148
- --------------------------------------------------------------------------------

* Assumes a reinvestment of dividends and a $100 initial investment on
April 1, 1994 in the Company, S&P 500 Index, and the Peer Group.

* For the year ended March 31, 1999 the members of the peer group are
Michael Baker Corp., Dames & Moore, Inc., Jacobs Engineering Group,
Inc. and STV Group, Inc. The members of the peer group were selected
based on their similarity in business to the Company.

* 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. The appraised value of
the stock was determined by an independent valuation firm based on the
current 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. 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 three 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 officers of the
Company. The following report represents the actions of the committee regarding
compensation paid to the executive officers during fiscal year 1999.

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 and grants. The policies regarding each
of these elements, as well as the basis for determining the compensation of the
Chairman of the Board 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
architectural, engineering, planning and environmental services firms of similar
size. These salaries are reviewed annually and are adjusted based on the
Company's performance and the individual's contribution to that performance.

The Management Annual Incentive Compensation Plan links compensation to
the performance of the Company. A percentage of pre-tax profits is allocated to
the bonus fund and 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 and Shares

To align shareholders' and executive officers' interests, 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 Amended and
Restated 1991 Incentive Stock Option Plan and Amended and Restated 1991
Nonqualified Stock Option Plan; both of these plans were approved by the
shareholders. In addition, grants of stock shares are made under the Amended and
Restated 1991 Employee Stock Bonus Plan which was also approved by the
shareholders.

The Compensation 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 1999, the Company's most highly compensated officer
was Leerie T. Jenkins, Jr., Chairman of the Board 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 performance, realizing business development goals and
overall company growth for the fiscal years involved. Base pay for Mr. Jenkins
increased approximately 10% during fiscal year 1999. Mr. Jenkins also received a
$75,000 cash bonus.

The committee has concluded that Mr. Jenkins' performance warrants the
compensation for fiscal year 1999 as reflected in the Summary Compensation
Table.

The Compensation Committee

David E. Thomas Jr., Chairman
Alexander P. Zechella
R. Ray Goode

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, 2000,
subject to ratification by the shareholders. Deloitte & Touche LLP has audited
the Company's financial statements 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 affirmative vote of the holders of a majority of votes
cast on this matter is required to ratify the selection of Deloitte & Touche
LLP. Abstentions and broker non-votes will have no effect on the outcome of this
proposal.

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 included in the Company's proxy
statement for the 2000 Annual Meeting of Shareholders should be sent to the
Company, Attention: Corporate Secretary, and must be received no later than
February 20, 2000. For any proposal that is not submitted for inclusion in next
year's Proxy Statement, but is instead sought to be presented directly at the
2000 Annual Meeting of Shareholders, management will be able to vote proxies
solicited by the Board of Directors in its discretion if the Company: (1)
receives notice of the proposal before the close of business on May 5, 2000, and
advises shareholders in the 2000 Proxy Statement about the nature of the matter
and how management intends to vote on such matter, or (2) does not receive
notice of the proposal prior to the close of business on May 5, 2000.

Annual Report on Form 10-K

On or about June 21, 1999, the Company's 1999 Annual Report on Form
10-K for the fiscal year ended March 31, 1999 was mailed to all shareholders of
record at the close of business on June 21, 1999.

*****************************************

REYNOLDS, SMITH AND HILLS, INC.

Common Stock Proxy

This Proxy Solicited on Behalf of the Board of Directors

Annual Meeting of Shareholders to be held Friday, July 30, 1999

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 21, 1999 at the Annual
Meeting of Shareholders and any adjournment thereof. The meeting will be held at
the offices of the Company at 4651 Salisbury Rd., Suite 400, Jacksonville,
Florida, 32256 on Friday, July 30, 1999 at 9:00 a.m., local time.

1. Election of seven Directors to serve until the 2000 Annual Meeting of
Shareholders and until their successors are elected and qualified.

________ 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; R. Goode; J.
Apthorp

2. Proposal to ratify the appointment of Deloitte & Touche LLP as
independent public accountants of the Company for the fiscal year
ending March 31, 2000.

_____________For _____________Against _____________Abstain

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

This proxy when properly executed will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted "FOR"
the election of the director nominees named above and "FOR" Item 2.

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

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.