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.
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