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<SEC-DOCUMENT>0001073307-02-000076.txt : 20020514
<SEC-HEADER>0001073307-02-000076.hdr.sgml : 20020514
ACCESSION NUMBER:		0001073307-02-000076
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
REFERENCES 429:			gov.sec.edgar.dataobjects.object.PDSubFN429Data@7d649fff
FILED AS OF DATE:		20020514
EFFECTIVENESS DATE:		20020514

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SMITH MIDLAND CORP
		CENTRAL INDEX KEY:			0000924719
		STANDARD INDUSTRIAL CLASSIFICATION:	CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK [3272]
		IRS NUMBER:				541727060
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-88200
		FILM NUMBER:		02646591

	BUSINESS ADDRESS:	
		STREET 1:		ROUTE 28
		STREET 2:		P O BOX 300
		CITY:			MIDLAND
		STATE:			VA
		ZIP:			22728
		BUSINESS PHONE:		5404393266

	MAIL ADDRESS:	
		STREET 1:		RT 28
		STREET 2:		PO BOX 300
		CITY:			MIDLAND
		STATE:			VA
		ZIP:			22728
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>forms8-0205.txt
<DESCRIPTION>FORM S-8
<TEXT>
     As filed with the Securities and Exchange Commission on May 14, 2002
                                                    Registration No.____________

- --------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            SMITH-MIDLAND CORPORATION
             (Exact name of registrant as specified in its charter)

                DELAWARE                                   54-1727060
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

P.O. BOX 300, 5119 CATLETT ROAD, MIDLAND, VIRGINIA          22728
(Address of principal executive offices)                  (Zip Code)

                SMITH-MIDLAND CORPORATION 1994 STOCK OPTION PLAN
                            (Full title of the Plan)

                           RODNEY I. SMITH, PRESIDENT
                            SMITH-MIDLAND CORPORATION
                         P.O. BOX 300, 5119 CATLETT ROAD
                             MIDLAND, VIRGINIA 22728
                     (Name and address of agent for service)

                                 (540) 439-3266
          (Telephone number, including area code, of agent for service)

                                    copy to:
                             GARY T. MOOMJIAN, ESQ.
                             KAUFMAN & Moomjian, LLC
                   50 Charles Lindbergh Boulevard - Suite 206
                          Mitchel Field, New York 11553
                                 (516) 222-5100

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                     Proposed            Proposed
         Title of                 Amount to           maximum             maximum
        Securities              be registered      offering price        aggregate           Amount of
     to be registered                (1)             per share       offering price (2)   registration fee
- -----------------------------------------------------------------------------------------------------------
<S>                                <C>                 <C>                <C>                  <C>
Common Stock, par value $.01       575,000             (2)                $659,718             $60.70
- -----------------------------------------------------------------------------------------------------------
<FN>
(1)      Represents the shares of Common Stock, par value $.01 per share,
         issuable pursuant to the Smith-Midland Corporation 1994 Stock Option
         Plan. Pursuant to Rule 416 promulgated under the Securities Act of
         1933, as amended (the "Securities Act"), there are also being
         registered such indeterminable number of additional shares of common
         stock as may become issuable pursuant to anti-dilution provisions
         contained in such plan.
(2)      Pursuant to Rule 457(h), the proposed maximum offering price per share
         and the proposed maximum aggregate offering price have been calculated
         (a) with respect to 68,575 shares, on the basis of $1.94, the average
         of the high and low prices for the common stock on May 13, 2002, and
         (b) with respect to 506,425 shares, on the basis of $1.04, the average
         exercise price of options previously granted.
</FN>
</TABLE>


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I will be
sent or given to "employees" (as such term is defined in paragraph 1(a) of
General Instructions A to Form S-8) as specified by Rule 428(b)(1). Such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. Such documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         Smith-Midland Corporation (the "Registrant") hereby incorporates by
reference the documents listed below previously filed with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"):

         1.       The Registrant's Annual Report on Form 10-KSB for the year
                  ended December 31, 2001; and

         2.       The description of the Common Stock contained in the
                  Registrant's Registration Statement on Form 8-A, including any
                  amendment(s) or report(s) filed for the purpose of updating
                  such description.

         In addition, all documents and reports subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
any document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as modified or superseded.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Registrant's Certificate of Incorporation, as amended to date,
eliminates, in certain circumstances, the personal liability of directors of the
Registrant for monetary damages resulting from breaches of their fiduciary
duties as directors except, pursuant to the limitations of the Delaware General
Corporation Law, (i) for any breach of a director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General

                                        2

<PAGE>



Corporation Law, or any amendatory or successor provisions thereto, or (iv) with
respect to any transaction from which a director derived an improper personal
benefit. The Registrant's By-Laws provide indemnification to directors,
officers, employees, and agents, including against claims brought under state or
Federal securities laws, to the fullest extent allowable under Delaware law.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         Set forth below are all exhibits to the Registration Statement:

Number        Description
- ------        -----------
5.1           Opinion and consent of Kaufman & Moomjian, LLC
10.1          Smith-Midland Corporation 1994 Stock Option Plan (as amended
              through March 31, 2002)
23.1          Consent of BDO Seidman, LLP
23.2          Consent of Kaufman & Moomjian, LLC (Included in legal opinion
              filed as Exhibit 5.1.)

Item 9.  Undertakings.
         ------------

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 6 above, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

         The Registrant hereby undertakes that it will:

         (1) File, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement to:
                  (a) include any prospectus required by Section 10(a)(3) of the
                  Securities Act;
                  (b) reflect in the prospectus any facts or events which,
                  individually or together, represent a fundamental change in
                  the information in the Registration Statement. Notwithstanding
                  the foregoing, any increase or decrease in volume of
                  securities offered (if the total dollar value of securities
                  offered would not exceed that which was registered) and any
                  deviation from the low or high end of the estimated maximum
                  offering range may be reflected in the form of prospectus
                  filed with the Commission pursuant to Rule 424(b) if, in the
                  aggregate, the changes in the volume and price represent no
                  more than a 20 percent change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective Registration Statement; and
                  (c) include any additional or changed material information on
                  the plan of distribution;

         (2) For determining liability under the Securities Act, treat each
         post-effective amendment as a new registration statement relating to
         the securities offered, and the offering of the securities at that time
         to be the initial bona fide offering; and

         (3) File a post-effective amendment to remove from registration any of
         the securities that remain unsold at the end of the offering.


                                        3

<PAGE>



         The Registrant hereby further undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual reports pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.




                                        4

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Midland, State of Virginia, on the 14th day of
May, 2002.


                               SMITH-MIDLAND CORPORATION


                               By:          /s/ Rodney I. Smith
                                  --------------------------------------------
                                  Name:  Rodney I. Smith
                                  Title: President and Chief Executive Officer
                                  Principal Executive Officer)


                               By:         /s/ Robert E. Albrecht, Jr.
                                  --------------------------------------------
                                  Name:  Robert E. Albrecht, Jr.
                                  Title: Chief Financial Officer
                                 (Principal Financial and Accounting Officer)

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

         Signature                      Title         Date
         ---------                      -----         ----

 /s/ Rodney I. Smith                    Director      May 14, 2002
- ---------------------------------                     ------------------
Rodney I. Smith


 /s/ Ashley B. Smith                    Director      May 14, 2002
- ---------------------------------                     ------------------
Ashley B. Smith


  /s/ Wesley A. Taylor                  Director      May 14, 2002
- ---------------------------------                     ------------------
Wesley A. Taylor


                                        Director
- ---------------------------------                     ------------------
Andrew Kavounis

                                        5

<PAGE>


                            SMITH-MIDLAND CORPORATION

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

Number      Description
- ------      -----------
5.1         Opinion and consent of Kaufman & Moomjian, LLC
10.1        Smith-Midland Corporation 1994 Stock Option Plan (as amended
            through March 31, 2002)
23.1        Consent of BDO Seidman, LLP
23.2        Consent of Kaufman & Moomjian, LLC (Included in legal opinion filed
            as Exhibit 5.1.)

                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>ex5-10205.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
                             KAUFMAN & MOOMJIAN, LLC
                                ATTORNEYS AT LAW

                               ------------------


                   50 CHARLES LINDBERGH BOULEVARD - SUITE 206
                          MITCHEL FIELD, NEW YORK 11553
                               ------------------

                            TELEPHONE: (516) 222-5100
                            FACSIMILE: (516) 222-5110
                           INTERNET: www.kmcorplaw.com






                                           May 14, 2002

Board of Directors
Smith-Midland Corporation
Route 28, P.O. Box 300
Midland, Virginia 22728

                  Re:      Smith-Midland Corporation
                           Registration Statement on Form S-8

Gentlemen:

                  It is our opinion that the sale of the shares (the "Shares")
of common stock, par value $.01 per share, of Smith-Midland Corporation (the
"Company"), being registered with the Securities and Exchange Commission
pursuant to the Registration Statement of the Company on Form S-8, which Shares
are to be offered to the Company's employees, directors, consultants and
advisors pursuant to the company's 1994 Stock Option Plan, will, when sold and
paid for, be validly issued, fully paid and non-assessable.

                  We consent to the filing of this opinion as Exhibit 5.1 to the
aforesaid Registration Statement. In giving such consent, we do not consider
that we are "experts" within the meaning of such term as used in the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission issued thereunder with respect to any part of the
Registration Statement, including this opinion, as an exhibit or otherwise.

                                           Very truly yours,



                                           KAUFMAN & MOOMJIAN, LLC



                                           By: /s/ Gary T. Moomjian
                                               -------------------------
                                               Gary T. Moomjian, Member


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-10205.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    EXHIBIT 10.1

                            SMITH-MIDLAND CORPORATION

                             1994 STOCK OPTION PLAN
                       (AS AMENDED THROUGH MARCH 31, 2002)

                                    ARTICLE 1

                               PURPOSE OF THE PLAN

         The purpose of this Plan is to encourage and enable employees,
consultants, and others (other than non-employee directors) who are in a
position to make significant contributions to the success of SMITH-MIDLAND
CORPORATION and of its affiliated corporations upon whose judgment, initiative
and efforts the Corporation depends for the successful conduct of its business,
to acquire a closer identification of their interests with those of the
Corporation by providing them with opportunities to purchase stock in the
Corporation pursuant to options granted hereunder, thereby stimulating their
efforts on behalf of the Corporation and strengthening their desire to remain
involved with the Corporation. Any employee, consultant or advisor designated to
participate in the Plan is referred to as a "Participant."

                                   ARTICLE II

                                   DEFINITIONS

        2.1    "Affiliated Corporation" means any stock corporation of which a
majority of the voting common or capital stock is owned directly or indirectly
by the Corporation.
        2.2    "Award" means an Option granted under Article V.
        2.3    "Board" means the Board of Directors of the Corporation or, if
one or more has been appointed, a Committee of the Board of Directors of the
Corporation.


<PAGE>


         2.4    "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

         2.5    "Committee" means a Committee of not less than two members of
the Board appointed to the Board to administer the Plan who are disinterested
persons as defined in Section 16b-3 of the Securities Exchange Act of 1934, as
amended.

         2.6    "Corporation" means SMITH-MIDLAND CORPORATION, a Delaware
corporation, or its successor.

         2.7    "Employee" means any person who is a regular full-time or
part-time employee of the Corporation or an Affiliated Corporation on or after
November 1, 1994.

         2.8    "Incentive Stock Option" ("ISO") means an option which qualifies
as an incentive stock option as defined in Section 422 of the Code, as amended.

         2.9    "Non-Qualified Option" means any option not intended to qualify
as an Incentive Stock Option.

         2.10   "Option" means an Incentive Stock Option or Non-Qualified Option
granted by the Board under Article V of this Plan in the form of a right to
purchase Stock evidenced by an instrument containing such provisions as the
Board may establish. Except as otherwise expressly provided with respect to an
Option grant, no Option granted pursuant to the Plan shall be an Incentive Stock
Option.

         2.11   "Participant" means a person selected by the Committee to
receive an award under the Plan.

         2.12   "Plan" means this 1994 Stock Option Plan.

         2.13   "Reporting Person" means a person subject to Section 16 of the
Securities Exchange Act of 1934, as amended, or any successor provision.


<PAGE>


         2.14    "Restricted Period" means the period of time selected by the
Committee during which an award may be forfeited by the person.

         2.15    "Stock" means the Common Stock, $.01 par value per share, of
the Corporation or any successor, including any adjustments in the event of
changes in capital structure of the type described in Article XI.

                                   ARTICLE III

                           ADMINISTRATION OF THE PLAN

         3.1    Administration by Board. This Plan shall be administered by the
Board of Directors of the Corporation. The Board may, from time to time,
delegate any of its functions under this plan to one or more Committees. All
references in this Plan to the Board shall also include the Committee or
committees, if one or more have been appointed by the Board. From time to time
the Board may increase the size of the Committee or committees and appoint
additional members thereto, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies however caused, or remove
all members of the Committee or committees and thereafter directly administer
the Plan. No member of the Board or a committee shall be liable for any action
or determination made in good faith with respect to the Plan or any options
granted hereunder.

         If a Committee is appointed by the Board, a majority of the members of
the Committee shall constitute a quorum, and all determinations of the Committee
under the Plan may be made without notice or meeting of the Committee by a
writing signed by a majority of Committee members. The Board shall delegate the
power to select directors and officers to receive Awards under the Plan, and the
timing, pricing and amount of such Awards to a Committee, all members


<PAGE>


of which shall be "disinterested persons" within the meaning of Rule 16b-3 under
that Act.

        3.2    Powers.  The Board of Directors and/or any Committee shall have
full and final authority to operate, manage and administer the Plan on behalf
of the Corporation.  This authority includes, but is not limited to:

         (a)   The power to grant Awards conditionally or unconditionally,
         (b)   The power to prescribe the form or forms of any instruments
               evidencing Awards granted under this Plan,
         (c)   The power to interpret the Plan,
         (d)   The power to provide regulations for the operation of the
               incentive features of the Plan, and otherwise to prescribe and
               rescind regulations for interpretation, management and
               administration of the Plan,
         (e)   The power to delegate responsibility for Plan operation,
               management, and administration on such terms, consistent with
               the Plan, as the Board may establish,
         (f)   The power to delegate to other persons the responsibility of
               performing ministerial acts in furtherance of the Plan's purpose,
               and
         (g)   The power to engage the services of persons, companies, or
               organizations in furtherance of the Plan's purpose, including
               but not limited to, banks, insurance companies, brokerage
               firms and consultants.

        3.3    Additional Powers.  In addition, as to each Option to buy Stock
of the Corporation, the Board shall have full and final authority in its
discretion: (a) to determine the number of shares of Stock subject to each
Option; (b) to determine the time or times at which


<PAGE>


Options will be granted; (c) to determine the option price of the shares of
Stock subject to each Option, which price shall be not less than the minimum
price specified in Article V of this Plan; (d) to determine the time or times
when each Option shall become exercisable and the duration of the exercise
period (including the acceleration of any exercise period), which shall not
exceed the maximum period specified in Article V; (e) to determine whether each
Option granted shall be an Incentive Stock Option or a Non-qualified Option; and
(f) to waive compliance by a Participant with any obligation to be performed by
him under an Option, to waive any condition or provision of an Option, and to
amend or cancel any Option (and if an Option is cancelled, to grant a new Option
on such terms as the Board may specify), except that the Board may not take any
action with respect to an outstanding option that would adversely affect the
rights of the Participant under such Option without such Participant's consent.
Nothing in the preceding sentence shall be construed as limiting the power of
the Board to make adjustments required by Article XI.

            In no event may the Corporation grant an Employee any Incentive
Stock Option that is first exercisable during any one calendar year to the
extent the aggregate fair market value of the Stock (determined at the time the
options are granted) exceed $100,000 (under all stock option plans of the
Corporation and any Affiliated Corporation); provided, however, that this
paragraph shall have no force and effect if its inclusion in the Plan is not
necessary for Incentive Stock Options issued under the Plan to qualify as such
pursuant to Section 422(d)(1) of the Code.

                                   ARTICLE IV

                                   ELIGIBILITY

        4.1    Eligible Employees.  All Employees (including Directors who are
Employees) are  eligible to be granted Incentive Stock Option and Non-Qualified
Option Awards under this Plan.


<PAGE>


        4.2    Consultants, Directors and other Non-Employees. Any Consultant,
Director (who is an Employee (and any other Non-Employee is eligible to be
granted Non-qualified Option Awards under the Plan, provided the person has not
irrevocably elected to be ineligible to participate in the Plan.

        4.3    Relevant Factors. In selecting individual Employees, Consultants,
Directors and Non-Employees to who Awards shall be granted, the Board shall
weigh such factors as are relevant to accomplish the purpose of the Plan as
stated in Article I.

                                    ARTICLE V

                               STOCK OPTION AWARDS

        5.1    Number of Shares. Subject to the provisions of Article XI of this
Plan, the aggregate number of shares of Stock for which Options may be granted
under this Plan shall not exceed 575,000 shares. The shares to be delivered upon
exercise of Options under this Plan shall be made available, at the discretion
of the Board, either from authorized by unissued shares or from previously
issued as reacquired shares of Stock held by the Corporation as treasury shares,
including shares purchased in the open market.

         Stock issuable upon exercise of an option granted under the Plan may be
subject to such restrictions on transfer, repurchase rights or other
restrictions as shall be determined by the Board of Directors.

        5.2    Effect of Expiration, Termination or Surrender. If an Option
under this Plan shall expire or terminate unexercised as to any shares covered
thereby, or shall cease for any reason to be exercisable in whole or in part, or
if the Corporation shall reacquire any unvested shares issued pursuant to
Options under the Plan, such shares shall thereafter be available for the


<PAGE>


granting of other Options under this Plan.

        5.3    Term of Options. The full term of each Option granted hereunder
shall be for such period as the Board shall determine. In the case of Incentive
Stock Options granted hereunder, the term shall not exceed ten (10) years from
the date of granting thereof. Each Option shall be subject to earlier
termination as provided in Sections 6.3 and 6.4. Notwithstanding the foregoing,
options intended to qualify as "Incentive Stock Options" may not be granted to
any employee who at the time such option is granted owns more than ten percent
(10%) of the total combined voting power of all classes of stock of the
Corporation unless such option is not exercisable until after the expiration of
five (5) years from the date such option is granted.

        5.4    Option Price. The Option price shall be determined by the Board
at the time any Option is granted. In the case of Incentive Stock Options, the
exercise price shall not be less than 100% of the fair market value of the
shares covered thereby at the time the Incentive Stock Option is granted (but in
no event less than par value), provided that no Incentive Stock Option shall be
granted hereunder to any Employee if at the time of grant the Employee, directly
or indirectly, owns Stock possessing more than 10% of the combined voting power
of all classes of stock, of the Corporation and its Affiliated Corporations
unless the Incentive Stock Option price equals not less than 110% of the fair
market value of the shares covered thereby at the time the Incentive Stock
Option is granted. In the case of Non-Qualified Stock Options, the exercise
price shall not be less than 50% of fair market value.

        5.5    Fair Market Value.  If, at the time an Option is granted under
the Plan, the Corporation's Stock is publicly traded, "fair market value" shall
be determined as of the last


<PAGE>


business day for which the prices or quotes discussed in this sentence are
available prior to the date such Option is granted and shall mean (i) the
average (on that date) of the high and low prices of the Stock on the principal
national securities exchange on which the Stock is traded, if the Stock is then
traded, if the Stock is then traded on a national securities exchange; or (ii)
the last reported sale price (on that date) of the Stock on the NASDAQ National
Market System, if the Stock is not then traded on a national securities
exchange; or (iii) the closing bid price (or average of bid prices) last quoted
(on that date) by an established quotation service for over-the- counter
securities, if the Stock is not reported on the NASDAQ National Market System.
However, if the Stock is not publicly traded at the time an Option is granted
under the Plan, "fair market value" shall be deemed to be the fair value of the
Stock as determined by the Board after taking into consideration all factors
which it deems appropriate, including, without limitation, recent sale and offer
prices of the Stock in private transactions negotiated at arm's length.

        5.6    Non-Transferability of Options. No Option granted under this Plan
shall be transferable by the grantee otherwise than by will or the laws of
descent and distribution, and such Option may be exercised during the grantee's
lifetime only by the grantee.

        5.7    Foreign Nationals.  Awards may be granted to Participants who are
foreign nationals or employed outside the United States on such terms and
conditions different from those specified.

                                   ARTICLE VI

                               EXERCISE OF OPTION

        6.1    Exercise.  Each Option granted under this Plan shall be
exercisable on such date or dates and during such period and for such number of
shares as shall be determined pursuant to


<PAGE>



the provisions of the instrument evidencing such Option. The Board shall have
the right to accelerate the date of exercise date of any Incentive Stock Option
granted if such acceleration would violate the annual vesting limitation
contained Section 422(d)(1) of the Code.

        6.2    Notice of Exercise. A person electing to exercise an Option shall
give written notice to the Corporation of such election and of the number of
shares he or she has elected to purchase and shall at the time of exercise
tender the full purchase price of the shares he or she has elected to purchase.
The purchase price can be paid partly or completely in the shares of the
Corporation's stock valued at Fair Market Value as defined in Section 5.5
hereof, or by any such other lawful consideration as the Board may determine.
Until such person has been issued a certificate or certificates for the shares
so purchased and has fully paid the purchase price for such shares, he or she
shall possess no rights of a record holder with respect to any of such shares.
The Corporation may elect to receive payment for such shares by means of a
promissory note, provided that no officer, director or holders of 5% or more of
the Corporation's outstanding Common Stock may exercise any stock option and
make payment for such shares by means of a promissory note.

        6.3    Option Unaffected by Change in Duties. No Incentive Stock Option
(and, unless otherwise determined by the Board of Directors, no Non-Qualified
Option granted to a person who is, on the date of the grant, an Employee of the
Corporation or an Affiliated Corporation) shall be affected by any change of
duties or position of the optionee (including transfer to or from an Affiliated
Corporation), so long as he or she continues to be an Employee. Employment shall
be considered as continuing uninterrupted during any bona fide leave of absence
(such as those attributable to illness, military obligations or governmental
service) provided that the period of


<PAGE>


such leave does not exceed 90 days or, if longer, any period during which such
optionee's right to reemployment is guaranteed by statute. A bona fide leave of
absence with the written approval of the Board shall not be considered an
interruption of employment under the Plan, provided that such written approval
contractually obligates the corporation or any Affiliated Corporation to
continue the employment of the optionee after the approved period of absence.

         If the optionee shall cease to be an Employee for any reason other than
death, such Option shall thereafter be exercisable only to the extent of the
purchase rights, if any, which have accrued as of the date of such cessation;
provided that (i) the Board may provide in the instrument evidencing any Option
that the Board may in its absolute discretion, upon any such cessation of
employment, determine (but be under no obligation to determine) that such
accrued purchase rights shall be deemed to include additional shares covered by
such Option; and (ii) unless the Board shall otherwise provide in the instrument
evidencing any Option, upon any such cessation of employment, such remaining
rights to purchase shall in any event terminate upon the earlier of (A) the
expiration of the original term of the Option; or (B) where such cessation of
employment is on account of disability, the expiration of one year from the date
of such cessation of employment and, otherwise, the expiration of three months
from such date. For purposes of the Plan, the term "disability" shall mean
"permanent and total disability" as defined in Section 22(e)(3) of the Code.

         In the case of a Participant who is not an employee, provisions
relating to the exercisability of an Option following termination of service
shall be specified in the award. If not so specified, all Options held by such
Participant shall terminate on termination of service to the Corporation.


<PAGE>



        6.4    Death of Optionee. Should an optionee die while in possession of
the legal right to exercise an Option or Options under this Plan, such persons
as shall have acquired, by will or by the laws of descent and distribution, the
right to exercise any Options theretofore granted, may, unless otherwise
provided by the Board in any instrument evidencing any Option, exercise such
Options at any time prior to one year from the date of death; provided, that
such Option or Options shall expire in all events no later than the last day of
the original term of such Option; provided, further, that any such exercise
shall be limited to the purchase rights which have accrued as of the date when
the optionee ceased to be an Employee, whether by death or otherwise, unless the
Board provides in the instrument evidencing such Option that, in the discretion
of the Board, additional shares covered by such Option may become subject to
purchase immediately upon the death of the optionee.

                                   ARTICLE VII

                            REPORT PERSON LIMITATIONS

         To the extent required to qualify for the exemption provided by Rule
16b-3 under the Securities Exchange Act of 1934, as amended, and any successor
provision, at least six months must elapse from the date of acquisition of an
Option by a Reporting person to the date of disposition of such Option (other
than upon exercise) or its underlying Common Stock.

                                  ARTICLE VIII

                         TERMS AND CONDITIONS OF OPTIONS

         Options shall be evidenced by instruments (which need not be identical)
in such forms as the Board may from time to time approve. Such instruments shall
conform the terms and conditions set forth in Articles V and VI hereof and may
contain such other provisions as the


<PAGE>


Board deems advisable which are not inconsistent with the Plan, including
restrictions applicable to shares of Stock issuable upon exercise of Options. In
granting any Non-Qualified Option, the Board may specify that such Non-Qualified
Option shall be subject to the restrictions set forth herein with respect to
Incentive Stock Options, or to such other termination and cancellation
provisions as the Board may determine. The Board may from time to time confer
authority and responsibility on one or more of its own members and/or one or
more officers of the Corporation to execute and deliver such instruments. The
proper officers of the Corporation are authorized and directed to take any and
all action necessary or advisable from time to time to carry out the terms of
such instruments.

                                   ARTICLE IX

                                  BENEFIT PLANS

         Awards under the Plan are discretionary and are not a part of regular
salary. Awards may not be used in determining the amount of compensation for any
purpose under the benefit plans of the Corporation, or an Affiliated
Corporation, except as the Board may from time to time expressly provide.
Neither the Plan, an Option or any instrument evidencing an Option confers upon
any Participant any right to continue as an employee of, or consultant or
advisor to, the Corporation or an Affiliated Corporation or affect the right of
the Corporation or any Affiliated Corporation to terminate them at any time.
Except as specifically provided by the Board in any particular case, the loss of
existing or potential profits granted under this Plan shall not constitute an
element of damages in the event of termination of the relationship of a
Participant even if the termination is in violation of an obligation of the
Corporation to the Participant by contract or otherwise.


<PAGE>


                                    ARTICLE X

                  AMENDMENT, SUSPENSION OR TERMINATION OF PLAN

         The Board may suspend the Plan or any part thereof at any time or may
terminate the Plan in its entirety. Awards shall not be granted after Plan
termination. The Board may also amend the Plan from time to time, except that
amendments which affect the following subjects must be approved by stockholders
of the Corporation:

         (a)      Except as provided in Article XI relative to capital changes,
                  the number of shares as to which Options may be granted
                  pursuant to Article V;
         (b)      The maximum term of Options granted;
         (c)      The minimum price at which Options may be granted;
         (d)      The term of the Plan; and
         (e)      The requirements as to eligibility for participation in the
                  Plan.

         Awards granted prior to suspension or termination of the Plan may not
be cancelled solely because of such suspension or termination, except with the
consent of the grantee of the Award.

                                   ARTICLE XI

                          CHANGES IN CAPITAL STRUCTURE

         The instruments evidencing Options granted hereunder shall be subject
to adjustment in the event of changes in the outstanding Stock of the
Corporation by reason of Stock dividends, Stock splits, recapitalizations,
reorganizations, merger, consolidations, combinations, exchanges or other
relevant changes in capitalization occurring after the date of an Award to the
same extent as would affect an actual share of Stock issued and outstanding on
the effective date of such change. Such adjustment to understanding Options
shall be made without change in the total


<PAGE>


price applicable to the unexercised portion of such options, and a corresponding
adjustment in the applicable option price per share shall be made. In the event
of any such change, the aggregate number and classes of shares for which Options
may thereafter be granted under Section 5.1 of this Plan may be appropriately
adjusted as determined by the Board so as to reflect such change.

         Notwithstanding the foregoing, any adjustments made pursuant to this
Article XI with respect to Incentive Stock Options shall be made only after the
Board, after consulting with counsel for the Corporation, determines whether
such adjustments would constitute a "Modifications" of such Incentive Stock
Options (as that term is defined in Section 242 of the Code) or would cause any
adverse tax consequences for the holders of such Incentive Stock Options. If the
Board determines that such adjustments made with respect to Incentive Stock
Options would constitute a modification of such Incentive Stock Options, it may
refrain from making such adjustments.

         In the event of the proposed dissolution or liquidation of the
Corporation, each Option will terminate immediately prior to the consummation of
such proposed action or at such other time and subject to such other conditions
as the Board shall determine.

         Except as expressly provided herein, no issuance by the Corporation of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number of price of shares subject to Options. No adjustments
shall be made for dividends paid in cash or in property other than securities of
the Corporation.

         No fractional shares shall be issued under the Plan and the optionee
shall receive from the


<PAGE>


Corporation cash in lieu of such fractional shares.

                                   ARTICLE XII

                       EFFECTIVE DATE AND TERM OF THE PLAN

         The Plan shall become effective on September 1, 1994. The Plan shall
continue until such time as it may be terminated by action of the Board or the
Committee; provided, however, that no Options may be granted under this Plan on
or after the tenth anniversary of the effective date hereof.

                                  ARTICLE XIII

               CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; ISO Termination

        The Board, at the written request of any optionee, may in its discretion
take such actions as may be necessary to convert such optionee's Incentive
Stock Options, that have not been exercised on the date of conversion into
Non-Qualified Options at any time prior to the expiration of such Incentive
Stock Options, regardless of whether the optionee is an employee of the
Corporation or an Affiliated Corporation at the time of such conversion. Such
actions may include, but not be limited to, extending the exercise period or
reducing the exercise price of such Options. At the time of such conversion, the
Board or the Committee (with the consent of the optionee) may impose such
conditions on the exercise of the resulting Non-Qualified Options as the Board
or the Committee in its discretion may determine, provided that such conditions
shall not be inconsistent with the Plan. Nothing in the Plan shall be deemed to
give any optionee the right to have such optionee's Incentive Stock Options
converted into Non-Qualified Options, and no such conversion shall occur until
and unless the Board or the Committee takes appropriate action. The Board, with
the optionee's consent, may also terminate any portion of any Incentive


<PAGE>



Stock Option that has not been exercised at the time of such termination.

                                   ARTICLE XIV

                              APPLICATION OF FUNDS

         The proceeds received by the Corporation from the sale of shares
pursuant to Options granted under the Plan shall be used for general corporate
purposes.

                                   ARTICLE XV

                             GOVERNMENTAL REGULATION

         The Corporation's obligation to sell and deliver shares of Stock under
this Plan is subject to the approval of any governmental authority required in
connection with the authorization, issuance or sale of such shares.

                                   ARTICLE XVI

                     WITHHOLDING OF ADDITIONAL INCOME TAXES

Upon the exercise of a Non-Qualified Option or the making of a Disqualifying
Disposition (as defined in Article XVII) the Corporation, in accordance with
Section 3402(a) of the Code, may require the optionee to pay additional
withholding taxes in respect of the amount that is considered compensation
includible in such person's gross income. The Board in its discretion may
condition the exercise of an Option on the payment of such additional
withholding.

                                  ARTICLE XVII

                 NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION

         Each employee who receives an Incentive Stock Option must agree to
notify the Corporation in writing immediately after the employee makes a
Disqualifying Disposition of any Stock acquired pursuant to the exercise of an
Incentive Stock Option. A Disqualifying


<PAGE>


Disposition is any disposition (including any sale) of such Stock before the
later of (a) two years after the date the employee was granted the Incentive
Stock Option or (b) one year after the date the employee acquired Stock by
exercising the Incentive Stock Option. If the employee has died before such
stock is sold, these holding period requirements to not apply and no
Disqualifying Disposition can occur thereafter.

                                  ARTICLE XVIII

                           GOVERNING LAW; CONSTRUCTION

         The validity and construction of the Plan and the instruments
evidencing Options shall be governed by the laws of the State of Delaware
(without regard to the conflict of law principles thereof). In construing this
Plan, the singular shall include the plural and the masculine gender shall
include the feminine and neuter, unless the context otherwise requires.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>ex23-20205.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
                   BDO Seidman, LLP               300 Arboretum Place, Suite 520
                   Accountants and Consultants    Richmond, Virginia 23236
                                                  Telephone: (804) 330-3092
                                                  Fax: (804) 330-7753



Consent of Independent Certified Public Accountants

Board of Directors
Smith-Midland Corporation

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated March 30, 2002, relating to the
consolidated financial statements of Smith-Midland Corporation appearing in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2001.


                                                  /s/ BDO Seidman, LLP
                                                  BDO Seidman, LLP


Richmond, Virginia
May 9, 2002


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
