U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
                                                Commission File Number: 1-13752

[X]  Form 10-K and  Form 10-KSB [ ]  Form 20-F [ ] Form 10-Q and Form 10-QSB [ ]
Form N-SAR
                      For Period Ended: December 31, 2001

  [ ]   Transition Report on Form 10-K     [ ]   Transition Report on Form 20-F
  [ ]   Transition Report on Form 11-K     [ ]   Transition Report on Form 10-Q
  [ ]   Transition Report on Form N-SAR
                        For the Transition Period Ended:

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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
                                 Not applicable

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Part I - Registrant Information

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Full Name of Registrant:                    Smith-Midland Corporation
Former Name if applicable:                  Not Applicable
Address of Principal Executive Office:      5119 Catlett Road, P.O. Box 300
                                            Midland, Virginia 22728

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Part II - Rule 12b-25(b) and (c)

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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed [X]

         (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;
         (b) The subject annual report, semi-annual report, transition report on
         Form 10-K, Form  20-F, 11-K or  Form N-SAR, or portion thereof will be
         filed on or before the fifteenth calendar day following the prescribed
         due date; or the subject quarterly report or transition report on Form
         10-Q, or portion thereof will be filed on or before the fifth calendar
         day following the prescribed due date; and
         (c) The  accountant's  statement  or  other  exhibit  required by Rule
         12b-25(c) has been attached if applicable.






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Part III - Narrative

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State  below  in  reasonable  detail  the reasons why Form 10-K and Form 10-KSB,
11-K,  20-F,  10-Q  and  Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.

The Company has processed its financial information in an attempt to file by the
due date, but finds that  it  needs  additional  time to complete the review and
finalization of year end results.


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Part IV - Other Information

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        (1)     Name and telephone number of person to contact in regard to this
                notification:

                                  Robert E. Albrecht, Jr.
                                  (540) 439-3266

         (2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding twelve months or for such shorter period that
the registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).

                                  [X]  Yes     [   ]  No

         (3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?

                                  [X]  Yes     [   ]  No

         If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

For  2000,  the  Company  reported  revenues  of  $15,695,837 and net income of
$593,373. The Company expects to report significantly higher levels of revenues
and net income for 2001.

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         Smith-Midland Corporation has caused this notification to be signed on
its behalf by the undersigned thereunto duly authorized.

                                               SMITH-MIDLAND CORPORATION

Date:     March 28, 2002              By:    /s/ Robert E. Albrecht, Jr.
                                           ------------------------------------
                                           Robert E. Albrecht, Jr.
                                           Chief Financial Officer


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