PROSPECTUS SUPPLEMENT NO. 2
                                       TO
                       PROSPECTUS DATED SEPTEMBER 20, 1999

                            SMITH-MIDLAND CORPORATION

                        1,785,718 SHARES OF COMMON STOCK
              100,000 REDEEMABLE WARRANTS TO PURCHASE COMMON STOCK

     This prospectus  supplement  supplements our prospectus dated September 20,
1999,  as  supplemented  by  Supplement  No.  1  dated  December  8,  2000.  The
termination date of the Redeemable  Warrants as described in the prospectus has,
by action of the Board of Directors of Smith-Midland  Corporation,  been further
extended from June 12, 2001 to June 30, 2001.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ADEQUACY  OR ACCURACY  OF THIS  PROSPECTUS  SUPPLEMENT  OR THE  PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


             The date of this prospectus supplement is June 8, 2001.