Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Tall Cotton Partners, LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
11/04/2011		 3. Issuer Name and Ticker or Trading Symbol
SMITH MIDLAND CORP [SMID]
(Last)
(First)
(Middle)
C/O VIRGINIA CAPITAL PARTNERS, 1801 LIBBIE AVENUE, SUITE 201		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

RICHMOND, VA 23226		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 567,363 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tall Cotton Partners, LLC
C/O VIRGINIA CAPITAL PARTNERS
1801 LIBBIE AVENUE, SUITE 201
RICHMOND, VA 23226		     X    
Russell Frederick L. Jr.
C/O VIRGINIA CAPITAL PARTNERS
1801 LIBBIE AVENUE, SUITE 201
RICHMOND, VA 23226		     X    
Virginia Capital II, LP
1801 LIBBIE AVENUE, SUITE 201
RICHMOND, VA 23226		     X    
Virginia Capital Partners II, LLC
1801 LIBBIE AVENUE, SUITE 201
RICHMOND, VA 23226		     X    
Virginia Capital Partners, LLC
1801 LIBBIE AVENUE, SUITE 201
RICHMOND, VA 23226		     X    

Signatures

/s/ Frederick L. Russell, Jr., President of Virginia Capital Partners II, LLC, Manager of Tall Cotton Partners, LLC 11/14/2011
**Signature of Reporting Person Date
/s/ Frederick L. Russell, Jr. 11/14/2011
**Signature of Reporting Person Date
/s/ Frederick L. Russell, Jr., Manager of Virginia Capital Partners II, LLC, its General Partner 11/14/2011
**Signature of Reporting Person Date
/s/ Frederick L. Russell, Jr., Manager 11/14/2011
**Signature of Reporting Person Date
/s/ Frederick L. Russell, Jr., Manager 11/14/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares are owned directly by Tall Cotton Partners, LLC ("TCP"). Virginia Capital II, LP ("VCP II LP") owns a majority of the voting interests in TCP, and Virginia Capital Partners II, LLC ("VCP II") is the sole manager of TCP. VCP II is the general partner of VCP II LP. Virginia Capital Partners, LLC ("VCP") is the sole owner of VCP II. Frederick L. Russell, Jr. controls VCP. None of VCP II LP, VCP II, VCP or Mr. Russell holds any shares of the issuer directly but may be deemed to indirectly beneficially own the shares of the issuer held by TCP. Each of the reporting persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

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