4:









For quarter ended February 28, 2003

Commission File Number 2-15966

|TAYCO DEVELOPMENTS, INC.                                    
|------------------------------------------------------------
|(EXACT NAME OF REGISTRANT AS
      SPECIFIED IN ITS CHARTER)

|NEW YORK                                                             |  | 16-0835557                                   
|-------------------------------------------------------------------- |  | ---------------------------------------------
|(State or other Jurisdiction of
      incorporation or organization) |  | (I.R.S. Employer Identification
      Number)

|100 TAYLOR DRIVE, NORTH TONAWANDA, NEW
      YORK |  | 14120-0748
|------------------------------------------------- |  | ----------
|Address of Principal Executive
      Offices      |  | Zip
Code  

|Registrant's telephone number, including area code -
      716-694-0877
|-----------------------------------------------------------------------



Indicate by check mark whether the registrant
(1) has filed all annual, quarterly, and other reports required to be filed with
all the Commission and (2) has been subject to the filing requirements for at
least the past 90 days.

|Yes | X |  | No | 
|--- | - |  | -- | 

Indicate the number of shares outstanding, of
each of the Issuer's classes of common stock as of the close of the period
covered by this report.

|CLASS                                  |  | Outstanding at February 28, 2003
|-------------------------------------- |  | --------------------------------
|Common Stock
      (5 cents par value) |  | 990,213                         









|TAYCO DEVELOPMENTS, INC.         
|---------------------------------
|                                 
|**Index****to
      Form 10-QSB**



|PART I -                         | FINANCIAL INFORMATION |                                                                                                    | PAGE
|-------------------------------- | --------------------- | -------------------------------------------------------------------------------------------------- | ----
|                                 |                       |                                                                                                   
|                                 | Item 1.               | Financial
  Statements                                                                            
|                                 |                       |                                                                                                   
|                                 |                       | Condensed
      Balance SheetsFebruary 28,
      2003and May 31, 2002                              | 3   
|                                 |                       |                                                                                                   
|                                 |                       | Condensed
      Statements of Income for the three and nine months endedFebruary 28, 2003 and 2002 | 4   
|                                 |                       |                                                                                                   
|                                 |                       | Condensed Statements of Cash Flows for the nine
      months ended February 28, 2003 and 2002      | 5   
|                                 |                       |                                                                                                   
|                                 |                       | Notes to Condensed Financial Statements                                                            | 6   
|                                 |                       |                                                                                                   
|                                 | Item 2.               | Management's Discussion and
      Analysis or Plan of Operation                                    | 7   
|                                 | Item
      3.         | Controls and Procedures                                                                            | 10  
|                                 |                       |                                                                                                   
|PART II
    -                    | OTHER INFORMATION    
|                                 | Item
      1.         | Legal Proceedings                                                                                  | 11  
|                                 | Item 2.               | Changes in Securities                                                                              | 11  
|                                 | Item 3.               | Defaults Upon Senior
      Securities                                                              | 11  
|                                 | Item 4.               | Submission of Matters to a Vote
      of Security Holders                                          | 11  
|                                 | Item 5.               | Other Information                                                                                  | 11  
|                                 | Item 6.               | Exhibits and Reports on Form
      8-K                                                             | 11  
|ACCOUNTANTS' REVIEW
      REPORT | 12                   
|SIGNATURES                       |                       | 13                                                                                                
|                                 |                       |                                                                                                   
|SECTION 302
      CERTIFICATIONS | 14                   

|TAYCO DEVELOPMENTS, INC.                       
|-----------------------------------------------
|                                               
|**Part I - Item 1.
      Financial Statements**
|                                               
|                                               
|                                               
|Condensed Balance
      Sheets                 
|                                               
|                                               
|                                               
|****Assets********                             
|******Current assets:**********                
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|Investments in affiliates, at
    equity       
|                                               
|Property and equipment, net                    
|                                               
|Intangibles and other assets                   
|                                               
|                                               
|                                               
|Liabilities and
      Stockholders' Equity     
|Current
      liabilities                      
|                                               
|****Deferred income taxes                      
|                                               
|Stockholders'
      Equity:                    
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               

See notes to condensed
financial statements.





|TAYCO DEVELOPMENTS, INC.                
|----------------------------------------
|                                        
|Condensed Statements
      of Income    
|                                        
|                                        
|                                        
|                                        
|Revenues:                               
|                                        
|                                        
|                                        
|                                        
|Operating expenses:                     
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|****Other
      income, net             
|                                        
|                                        
|                                        
|                                        
|********Provision for income
      taxes
|                                        
|                                        
|                                        
|****Equity in net income of affiliates  
|                                        
|                                        
|                                        
|                                        



See notes to condensed financial statements.







|TAYCO DEVELOPMENTS, INC.                       
|-----------------------------------------------
|                                               
|**Condensed Statements
      of Cash Flows**   
|                                               
|For the nine months ended February
      28,   
|                                               
|**Cash flows from
      operating activities:**
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|**Cash flows from investing
      activities:**
|                                               
|                                               
|                                               
|                                               
|                                               
|                                               
|****Cash -
      beginning                     
|                                               
|                                               
|                                               
|                                               





See notes to condensed financial
statements.**



|TAYCO DEVELOPMENTS,
    INC.                     
|-------------------------------------------------
|                                                 
|**Notes to Condensed
      Financial Statements**
|                                                 

|1. | The accompanying unaudited condensed financial
      statements have been prepared in accordance with accounting principles
      generally accepted in the United States of America for interim financial
      information and with the instructions to Form 10-QSB and Regulation S-B.
      Accordingly, they do not include all of the information and footnotes
      required by accounting principles generally accepted in the United States
      of America for complete financial statements. In the opinion of the
      Company, the accompanying unaudited condensed financial statements contain
      all adjustments (consisting of only normal recurring accruals) necessary
      to present fairly the financial position as of February 28, 2003 and May
      31, 2002 and the results of operations and cash flows for the three and
      nine months ended February 28, 2003 and 2002. These financial statements
      should be read in conjunction with the audited financial statements and
      notes thereto contained in the Company's Annual Report to Shareholders for
      the year ended May 31, 2002.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | There is no provision nor shall there be any
      provisions for profit sharing, dividends, or any other benefits of any
      nature at any time for this fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | To calculate the earnings per share for the three
      and nine month periods ended February 28, 2003 and 2002, the net income
      was divided by the outstanding shares of 990,213.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | The results of operations for the nine month period
      ended February 28, 2003 are not necessarily indicative of the results to
      be expected for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | Significant Equity Investee: The Company owns a
      24.0% equity investment in Taylor Devices, Inc. For the nine months ended
      February 28, 2003, Taylor Devices, Inc. had sales of $11,111,699 gross
      profit of $4,747,906 and net income of
$722,905.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

|TAYCO
      DEVELOPMENTS, INC.                                             
|---------------------------------------------------------------------------
|                                                                           
|**Item 2. Management's Discussion and Analysis or Plan of
      Operation**
|                                                                           

**Cautionary Statement**

The Private Securities Litigation
Reform Act of 1995 provides a "safe harbor" for forward-looking statements.
Information in this Item 2, "Management's Discussion and Analysis or Plan of
Operations," and elsewhere in this 10-QSB that does not consist of historical
facts, are "forward-looking statements." Statements accompanied or qualified by,
or containing words such as "may," "will," "should," "believes," "expects,"
"intends," "plans," "projects," "estimates," "predicts," "potential," "outlook,"
"forecast," "anticipates," "presume," and "assume" constitute forward-looking
statements, and as such, are not a guarantee of future performance. The
statements involve factors, risks and uncertainties, the impact or occurrence of
which can cause actual results to differ materially from the expected results
described in such statements. Risks and uncertainties can include, among others,
fluctuations in general business cycles and changing economic conditions;
changing product demand and industry capacity; increased competition and pricing
pressures; advances in technology that can reduce the demand for the Company's
products, as well as other factors, many or all of which may be beyond the
Company's control. Consequently, investors should not place undue reliance on
forward-looking statements as predictive of future results. The Company
disclaims any obligation to update the forward-looking statements in this
report.

A summary of
the period to period changes in the principal items included in the condensed
statements of income is shown below:

|                                                                                      | Comparisons of the nine months ended
      February 28, 2003 and
      2002
|------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------
|                                                                                      | Increase
      (Decrease)                                                  
|                                                                                      |                                                                            
|Royalties                                                                             |                                                                            
|Research &
      development revenue                                                  |                                                                            
|Research &
      development expense                                                  |                                                                            
|Selling,
      general and administrative expense                                     |                                                                            
|Depreciation
      and amortization                                                   |                                                                            
|Operating
      income                                                                |                                                                            
|Other
      income                                                                    |                                                                            
|Income before provision for income taxes and equity
      in net income of affiliates |                                                                            
|(111,581)                                                                             |                                                                            
|Provision for
      income taxes                                                      |                                                                            
|Equity in net
      income of affiliates                                              |                                                                            
|Net
      income                                                                      |                                                                            





|TAYCO DEVELOPMENTS, INC.                                                       
|-------------------------------------------------------------------------------
|                                                                               
|**Management's Discussion****and Analysis or Plan of Operation****(Continued)**
|                                                                               



**For the nine months ended February 28, 2003**(All figures being compared are for the nine months ended February 28,
2003 versus the nine months ended February 28, 2002).

Total revenues for the nine month
year-to-date period were $382,375 compared to $471,274 in FY02. R&D revenues
remained almost constant between the periods - $302,580 in FY03 versus $304,030
in FY02. However, Royalties for FY03 were $79,795 compared to $167,244 in the
prior year. The change in Royalty income is due to a change in product mix at
the Company's primary affiliate, Taylor Devices, Inc. ("Devices"), where
shipments of the Company's royalty producing items declined. Prospects for
reversing this decline are discussed below.

Total operating expenses increased from
$278,393 in FY02 to $301,780 in FY03 due primarily to personnel related
expenses, patent costs and increased expenditures for insurance. The net of the
changes in Total revenues and Operating expenses produced a change in Income
before taxes from $192,881 in FY02 to $81,300 in FY03.

Equity in the net income of affiliates was
$184,191 in FY03 versus $210,703 in FY02 as Devices has experienced its second
strongest fiscal nine months compared to FY02, which was its best reported nine
month period. Net income for the period was $241,091 and $.24 per share compared
to $334, 984 and $.34 per share in FY02.

**For the three months ending February
28, 2003** (All figures being compared are for the three months ended
February 28, 2003 versus the three months ended February 28, 2002).

In the third quarter of FY2003, R&D
income was again at a near record level as the Company's engineers participated
heavily in development, testing and bidding activities for Devices' products.
Royalty income, however, declined for the reasons discussed in the year-to-date
section above. FY03 R&D income was $103,690 compared to $92,760 in FY02 and
Royalties were $24,838 versus $52,727 in FY02. Operating expenses increased from
$93,999 in FY02 to $99,184 in FY03 driven by the factors described
above.

Income before provision for taxes changed to
$30,019 in FY03 from $51,488 in FY02. Equity in the net income of affiliates was
recorded at $34,535 in FY03 versus $68,943 in the prior year. Net income for the
third quarter of FY03 was $55,554 and $.06 earnings per share compared to
$103,331 and $.10 earnings per share last year.

As evidenced by the year-to-date financials,
the Company's R&D revenue and basic operating expenses have remained stable,
but Royalty income has declined as Devices' product mix has shifted. Devices has
recently received one moderate sized order for one of the Company's royalty
producing items and is actively pursuing two others of potentially greater
value. Receipt of either or both of these orders will have the dual benefit of
producing both R&D income and Royalties income for the Company. Both
potential orders are military related, however, the current conflict with Iraq
may have already delayed, and may continue to delay, the awarding of contracts.
Management believes action will be taken within the next six months with
immediate R&D implications and longer term Royalty benefits.

For the remainder of FY03, Management
anticipates its operations to remain a consistent and favorable contribution to
the bottom line of its affiliates. Because of the QIV adjustment made to last
year's fourth quarter earnings from affiliates, Net income for FY03 is likely to
approximate that of FY02 levels.

At this time Management does not anticipate that
the Company will require any additional funding from outside sources to finance
its operations or any expansions.

|TAYCO DEVELOPMENTS, INC.           
|-----------------------------------
|                                   
|**Item 3. Controls and Procedures**
|                                   



(a) *Evaluation of disclosure controls and
procedures*.

The
Company's principal executive officer and principal financial officer have
evaluated the Company's disclosure controls and procedures as of a date within
90 days of the filing date of this quarterly report and have concluded that as
of the evaluation date, the disclosure controls and procedures were adequate to
ensure that material information relating to the Company was made known to the
officers by others within the Company.



(b) *Changes in internal controls.*

There have
been no significant changes in the Company's internal controls or in other
factors that could significantly affect such controls subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.



|TAYCO DEVELOPMENTS, INC.       
|-------------------------------
|                               
|**Part II - Other Information**
|                               

|PART II- | OTHER INFORMATION |                                                               
|-------- | ----------------- | --------------------------------------------------------------
|         |                  
|         | ITEM 1            | Legal Proceedings:                                            
|         |                   | The Company is not currently engaged in any
      litigation. 
|         |                   |                                                               
|         | ITEM 2            | Changes in Securities:
      None                             
|         |                   |                                                               
|         | ITEM  3           | Defaults Upon Senior
      Securities:None                    
|         |                   |                                                               
|         | ITEM 4            | Submission of Matters to Vote
      of Securities Holders:None

| |                    |                                        
| | ------------------ | ---------------------------------------
| | ITEM 5             | Other
      Information:None           
| |                    |                                        
| | ITEM 6             | Exhibits and Reports
      on Form 8-K:
| |                    |                                        
| |                    |                                        
| | Exhibit
      99.1 |                                        

| | Exhibit 99.2 |  | Section 906
      Certification of Chief Financial Officer
| | ------------ |  | ----------------------------------------------------------







|TAYCO DEVELOPMENTS, INC.      
|------------------------------
|                              
|**Accountants' Review Report**
|                              



We have reviewed the condensed balance sheet of
Tayco Developments, Inc. as ofFebruary 28,
2003, and the related condensed statements
of income and cash flows for the three and nine months endedFebruary 28, 2003and
2002. These financial statements are the responsibility of the Company's
management.

We conducted our review in accordance with
standards established by the American Institute of Certified Public Accountants.
A review of interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of persons
responsible for financial and accounting matters. It is substantially less in
scope than an audit conducted in accordance with auditing standards generally
accepted in the United States of America, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any
material modifications that should be made to the condensed financial statements
referred to above for them to be in conformity with accounting principles
generally accepted in the United States of America.

We have previously audited, in accordance with
auditing standards generally accepted in the United States of America, the
balance sheet as of May 31, 2002, and the related statements of income, changes
in stockholders' equity, and cash flows for the year then ended (not presented
herein); and in our report dated August 16, 2002, we expressed an unqualified
opinion on those financial statements. In our opinion, the information set forth
in the accompanying condensed balance sheet as of May 31, 2002 is fairly stated,
in all material respects, in relation to the balance sheet from which it has
been derived.

Lumsden & McCormick, LLP Buffalo, New York April 8, 2003

|TAYCO DEVELOPMENTS, INC.
|------------------------
|                        
|**Signatures**          
|                        

Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

|TAYCO DEVELOPMENTS,
  INC.
|--------------------------
|(Registrant)              

|By | s/Douglas P. Taylor                                                                          |  | Date: | April 11, 2003
|-- | -------------------------------------------------------------------------------------------- |  | ----- | --------------
|   | Douglas P. Taylor President Chairman of the Board of Directors (Principal Executive Officer) |  |       |               



AND

|By | s/Kenneth G. Bernstein                                                                        |  | Date: | April 11, 2003
|-- | --------------------------------------------------------------------------------------------- |  | ----- | --------------
|   | Kenneth G.
      Bernstein Treasurer
      (Principal Financial and Accounting
      Officer) |  |       |               











|TAYCO DEVELOPMENTS, INC.                
|----------------------------------------
|****                                    
|******Section 302
      Certifications**
|                                        





I, Douglas P. Taylor, Chief Executive Officer of
the registrant, Tayco Developments, Inc., certify that:

1. I have reviewed this quarterly report on Form
10-QSB of Tayco Developments, Inc.;

2. Based on my knowledge, this quarterly report
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this quarterly report;

3. Based on my knowledge, the financial
statements, and other financial information included in this quarterly report,
fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report;

4. The registrant's other certifying officers
and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)
evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers
and I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

a)
all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officers
and I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|Date:April 11, 2003 | By: | s/ Douglas P. Taylor                    
|------------------- | --- | ----------------------------------------
|                    |     | Douglas P. TaylorChief Executive Officer



|TAYCO DEVELOPMENTS, INC.                        
|------------------------------------------------
|                                                
|**Section 302 Certifications
      (Continued)**
|                                                



**PURSUANT TO SECTION
302 OF THE****SARBANES-OXLEY ACT OF 2002**



I, Kenneth G. Bernstein, Chief Financial Officer
of the registrant Tayco Developments, Inc., certify that:

1. I have reviewed this quarterly report on Form
10-QSB of Tayco Developments, Inc.;

2. Based on my knowledge, this quarterly report
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this quarterly report;

3. Based on my knowledge, the financial
statements, and other financial information included in this quarterly report,
fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report;

4. The registrant's other certifying officers
and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b)
evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c)
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers
and I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions).

a)
all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officers
and I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|Date:April 11, 2003 | By: | s/ Kenneth G. Bernstein                      
|------------------- | --- | ---------------------------------------------
|                    |     | Kenneth G. Bernstein, Chief Financial Officer











************