WASHINGTON, DC
20549









For quarter ended February 29, 2004

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 29, 2004
|-------------------------------------- |  | --------------------------------------
|Common Stock
      (5 cents par value) |  | 987,928                               





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

|PART I                           | FINANCIAL
      INFORMATION |                                                                                                                 | PAGE
|-------------------------------- | --------------------------- | --------------------------------------------------------------------------------------------------------------- | ----
|                                 |                             |                                                                                                                
|                                 | Item 1.                     | Financial
      Statements                                                                                     
|                                 |                             |                                                                                                                
|                                 |                             | Condensed
      Balance SheetsFebruary 29,
      2004and May 31, 2003                                           | 3   
|                                 |                             |                                                                                                                
|                                 |                             | Condensed
      Statements of Income for the three and nine months endedFebruary 29, 2004 and February 28, 2003 | 4   
|                                 |                             |                                                                                                                
|                                 |                             | Condensed Statements of Cash Flows for the nine
      months ended February 29, 2004 and February 28, 2003      | 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                                                                                         | 12  
|                                 | Item 6.                     | Exhibits and Reports
      on Form 8-K                                                                          | 12  
|ACCOUNTANTS' REVIEW
      REPORT | 13                         
|SIGNATURES                       |                             | 14                                                                                                             
|                                 |                             |                                                                                                                

|TAYCO DEVELOPMENTS,
      INC.                 
|-----------------------------------------------
|                                               
|**Part I - Item 1. Financial
      Statements**
|                                               
|                                               
|                                               
|Condensed Balance Sheets                       
|                                               
|                                               
|                                               
|****Assets                                     
|******Current assets:**********                
|                                               
|                                               
|                                               
|                                               
|                                               
|Investments in affiliates, at equity           
|Receivable -
      affiliate, net              
|Cash value of life
      insurance             
|Patents,
      net                             
|                                               
|                                               
|                                               
|**Liabilities and
      Stockholders' Equity** 
|                                               
|Current liabilities                            
|                                               
|********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 (loss) of affiliates
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|See notes to condensed financial statements. 
|                                             

|TAYCO DEVELOPMENTS,
      INC.              
|--------------------------------------------
|                                            
|**Condensed Statements
      of Cash Flows**
|                                            
|                                            
|For the nine months ended                   
|                                            
|Cash flows from
      operating activities: 
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|Cash flows from investing
      activities: 
|                                            
|                                            
|                                            
|                                            
|                                            
|                                            
|Cash flows for financing
      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 29, 2004 and May 31, 2003, the results of
      operations for the three and nine months ended February 29, 2004 and
      February 28, 2003, and the cash flows for the nine months ended February
      29, 2004 and February 28, 2003. 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, 2003.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | The May 31, 2003 condensed
      balance sheet has been reclassified to conform with the condensed balance
      sheet presentation of the Receivable -affiliate, net adopted for
      2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4. | To calculate the earnings
      per share for the three and nine month period ended February 29, 2004, the
      net income was divided by the outstanding shares of 987,928. To calculate
      the earnings per share for the three and nine month period ended February
      28, 2003, the net income was divided by the outstanding shares of
      990,213.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5. | The results of operations
      for the nine month period ended February 29, 2004 are not necessarily
      indicative of the results to be expected for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6. | Significant Equity
      Investee: The Company owns approximately a 23% equity investment in Taylor
      Devices, Inc. For the nine months ended February 29, 2004, Taylor Devices,
      Inc. had sales of $9,716,000, gross profit of $2,537,000, and net loss of
      $263,000. For the nine months ended February 28, 2003, Taylor Devices,
      Inc. had sales of $11,112,000, gross profit of $4,748,000, and net income
      of $723,000. The carrying amount of the investment in Taylor Devices, Inc.
      as of February 29, 2004 and May 31, 2003 was $1,939,000 and $2,010,000.
      The Company also owns 42% of an affiliate, Tayco Realty Corporation. The
      carrying amount of this investment as of February 29, 2004 and May 31,
      2003 was $410,000 and $397,000.                                                                                                                                                                                                                                                                                                                                                                                                                                        

|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 29, 2004 and February 28,
      2003
|------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------
|                                                                                     | Increase (Decrease)                                                                     
|                                                                                     |                                                                                         
|Royalties                                                                            |                                                                                         
|Research &
      development revenue                                                 |                                                                                         
|Research &
      development expense                                                 |                                                                                         
|Selling, general and
      administrative expense                                    |                                                                                         
|Other income,
    net                                                                |                                                                                         
|Income before provision for income taxes andequity in net income of
      affiliates |                                                                                         
|$83,000                                                                              |                                                                                         
|                                                                                     |                                                                                         
|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 29, 2004** (All figures being discussed
are for the nine months ended February 29, 2004 as compared to the nine months
ended February 28, 2003.)

The Company's results of operations showed an approximate
16% increase in net revenues with a decrease in net income of approximately 69%.
The increase in revenue is attributable to royalties received as a result of the
Company's affiliate, Taylor Devices, Inc. ("Devices"), increased sales of
manufactured products using the Company's patented technology. This patented
technology is used in Devices' Tension / Compression Liquid Spring Isolators,
whose sales have increased by $2,480,000 over the same period in the prior year.
Mitigating the increase from royalties was a decrease of research &
development revenue resulting from lower levels of billable engineering hours on
projects for Devices.

Management is focused on continued
development of new applications for existing technology that will lead to high
volume production and increased royalty income. The primary markets targeted are
military and aerospace.

Other income of $56,000 is primarily the amount
of proceeds from the life insurance policies on the Company's founder, Paul H.
Taylor, in excess of the net of the cash surrender value of the policies and
loans against the policies.

Equity in the net loss of affiliates was
$57,000. This compares to income of $184,000 for the same period in the prior
year.

Net income was $74,000 or $0.07 per share. This
is down from the prior year's level of $241,000 or $0.24 per share. This is a
result of the aforementioned items.

**For the three months ended
February 29, 2004** (All figures being discussed are for the three months
ended February 29, 2004 as compared to the three months ended February 28,
2003.)

The Company's results of
operations showed an approximate 7% increase in net revenues with a decrease in
net income of approximately 34%. The increase in revenue is attributable to
royalties received as a result of the Company's affiliate, Taylor Devices, Inc.
("Devices"), increased sales of manufactured products using the Company's
patented technology. Mitigating the increase from royalties was a decrease of
research & development revenue resulting from lower levels of billable
engineering hours on projects for Devices.

Management is focused on continued
development of new applications for existing technology that will lead to high
volume production and increased royalty income. The primary markets targeted are
military and aerospace.

Equity in the net income of
affiliates was $17,000 compared to $35,000 for the same period in the prior
year.

Net income was $37,000 or $0.04
per share. This is down from the prior year's level of $56,000 or $0.06 per
share. This is a result of the aforementioned items.

In addition to working on product
development and bid projects on behalf of Devices, Tayco's engineers are working
on new military applications for the Seating Isolation System as well as
expanded aerospace applications for the Cargo Isolation Systems. Management
believes that if the U.S. defense department increases expenditures on new
development programs in 2004, royalty revenue may increase as new applications
using the Company's technology are marketed.

The remainder of the balance sheet as of
February 29, 2004 is comparable to that of the prior year-end and management
believes that it is likely to remain so throughout the fiscal year.

Management believes that the
Company's internally generated cash will be sufficient to fund ongoing
operations for the fiscal year ended May 31, 2004.

|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**
|                               



|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ITEM 1 | Legal
      Proceedings:                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | The Company is
      not currently engaged in any litigation.                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|ITEM 2 | Changes in Securities
      and Small Business Issuer Purchases of Equity Securities                                                                                                                                                                                                                                                                                                                                                                         
|       | (e) Purchases of Equity Securities                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | Period                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | December
      1, 2003 -December 31,
      2003                                                                                                                                                                                                                                                                                                                                                                                                              
|       | January
      1, 2004 -January 31,
      2004                                                                                                                                                                                                                                                                                                                                                                                                                
|       | February
      1, 2004 - February 29,
      2004                                                                                                                                                                                                                                                                                                                                                                                                             
|       | Total                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       | (1) On January 20, 2004, the Registrant
      announced an offer to purchase Registrant's common stock from shareholders
      owning, beneficially or of record, fewer than 100 shares. The Board of
      Directors voted unanimously to authorize Registrant's President and Chief
      Executive Officer, Douglas P. Taylor, to use approximately $30,000 of
      Registrant's cash on hand. The offer expired at 5:00 p.m. on February 24,
      2004.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|ITEM 3 | Defaults Upon Senior
      Securities:None                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|ITEM 4 | Submission of Matters
      to Vote of Securities Holders:None                                                                                                                                                                                                                                                                                                                                                                                               

|       |                                        
|------ | ---------------------------------------
|ITEM 5 | Other
      Information:               
|       | (a)                                    
|       | (b)                                    
|       |                                        
|ITEM
6 | Exhibits and Reports
      on Form 8-K:
|       |                                        
|       | (a)                                    
|       |                                        
|       |                                        
|       |                                        
|       |                                        
|       |                                        
|       |                                        
|       |                                        
|       | (b)                                    
|       |                                        
|       |                                        
|       |                                        







|.                             
|------------------------------
|                              
|**Accountants' Review Report**
|                              

The
Board of Directors and Stockholders Tayco Developments, Inc.

We have reviewed the condensed
balance sheet of Tayco Developments, Inc. as of February 29, 2004, and the
related condensed statements of income and cash flows for the three and nine
months ended February 29, 2004 and February 28, 2003. 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, 2003, 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 8, 2003, 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,
2003 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 March 26, 2004

|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 13, 2004
|-- | -------------------------------------------------------------------------------------------------- |  | ----- | --------------
|   | Douglas P. Taylor
      President Chairman of the Board of Directors (Principal Executive Officer) |  |       |               

AND

|By | s/Mark V. McDonough                             |  | Date: | April 13, 2004
|-- | ----------------------------------------------- |  | ----- | --------------
|   | Mark V. McDonough
      Chief Financial Officer |  |       |               



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