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                                                          SEC FILE NUMBER
                                                              1-13752

                                                           CUSIP NUMBER

                                                           832156-10-3

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):

 |X| Form 10-KSB |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form N-SAR

     For Period Ended: December 31, 1996
                      ---------------------------
     [ ] 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:
                                       ----------------------------------------


  READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.

            NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE
            COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:
- --------------------------------------------------------------------------------

PART I -- REGISTRANT INFORMATION

Smith Midland Corporation
- --------------------------------------------------------------------------------
Full Name of Registrant

None
- --------------------------------------------------------------------------------
Former Name if Applicable

Route 28
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

Midland, Virginia 22728
- --------------------------------------------------------------------------------
City, State and Zip Code





PART II -- RULES 12b-25(b) AND (c)

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. (Check box if appropriate)

       |  (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,  Form 11-K,  Form  N-SAR,  or  portion
[X]    |      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.

PART III -- NARRATIVE

State  below  in  reasonable  detail  the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)


The  Company  is unable to file its  Annual  Report on Form  10-KSB for the year
ended  December 31, 1996 primarily as a result of a malfunction in the Company's
electronic  recordkeeping  systems,  which malfunction prevented the examination
and preparation by the Company of the financial  information of its wholly-owned
subsidaries.

                                                                 SEC 1344 (8/89)




PART IV--OTHER INFORMATION


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

   
    Edward P. Gonzales, Esquire     (617)                      890-6600
   -----------------------          -----                      --------
            (Name)                (Area Code)              (Telephone Number)

(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 12 months (or for such shorter period that the
    registrant was required to file such reports) been filed?  If 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.

    The  Company  anticipates  that  a  significant  change  in its  results  of
    operations from the year ended  December  31, 1995  ("Fiscal  1995") will be
    reflected in the earnings  statement  to be included in the  Company's  Form
    10-KSB for the year ended  December  31, 1996  ("Fiscal  1996").  For Fiscal
    1995, the Company had a net loss of approximately  $1,529,000.  Based on the
    Company's preliminary estimates, the Company expects to report a net loss of
    approximately  $298,000  for  Fiscal  1996.  The  decrease  in net  loss  of
    approximately  $1,231,000  from Fiscal 1995 to Fiscal 1996 is due  primarily
    to: (i) an  increase in gross  profit of  approximately  $750,000,  (ii) the
    non-recurrence   in  Fiscal  1996  of   unamortized   debt  issue  costs  of
    approximately  $497,000,   (iii)  a  decrease  in  federal  tax  withholding
    penalties of approximately $145,000, and (iv) a decrease in interest expense
    of  approximately  $119,000,  offset  somewhat by an  increase in  operating
    expenses of approximately $360,000.


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

                            Smith-Midland Corporation
              ____________________________________________________
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date   April 1, 1997                       By   /s/ Rodney I. Smith
     --------------------                     --------------------------------
                                                Rodney I. Smith, President
     
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

- -------------------------------- ATTENTION -------------------------------------
INTENTIONAL  MISSTATEMENTS  OR OMISSIONS  OF FACT  CONSTITUTE  FEDERAL  CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
- --------------------------------------------------------------------------------




                              GENERAL INSTRUCTIONS

1.  This form is  required  by Rule  12b-25 (17 CFR  240.12b-25)  of the General
    Rules and Regulations under the Securities Exchange Act of 1934.

2.  One signed  original and four  conformed  copies of this form and amendments
    thereto  must be  completed  and  filed  with the  Securities  and  Exchange
    Commission,  Washington,  D.C.  20549,  in  accordance  with Rule 0-3 of the
    General Rules and Regulations under the Act. The information contained in or
    filed with the form will be made a matter of public record in the Commission
    files.

3.  A manually  signed copy of the form and  amendments  thereto  shall be filed
    with each national  securities  exchange on which any class of securities of
    the registrant is registered.

4.  Amendments to the  notifications  must also be filed on form 12b-25 but need
    not restate information that has been correctly furnished. The form shall be
    clearly identified as an amended notification.