SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC 20549

                                     FORM 10-QSB

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934


          For quarter ended November 30, 1995

          Commission File Number 0-3498  


                                 TAYLOR DEVICES, INC.   
                   (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                    NEW YORK                              16-0797789 
       (State or other Jurisdiction of        (I.R.S. Employer Identification
        incorporation or organization)            Number)



       90 TAYLOR DRIVE, NORTH TONAWANDA, NEW YORK                14120-0748
          Address of principal executive offices                   Zip Code

       Registrant's telephone number, including area code      716-694-0800


          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 November 30, 1995
       Common Stock (2-1/2 cents par value)                  2,665,550












                                     FORM 10-QSB
                             TAYLOR DEVICES, INC. - INDEX


          PART I - FINANCIAL INFORMATION                           PAGE NO.

               Item 1.   Financial Statements

                         Consolidated Condensed Balance Sheets
                         November 30, 1995, and May 31, 1995

                         Consolidated Condensed Statements of Income
                         for six months ended November 30, 1995 and       
                   
                         November 30, 1994, and three months ended
                         November 30, 1995 and November 30, 1994.

                         Consolidated Condensed Statement of
                         Cash Flows - six months ended November 30, 1995
                         and November 30, 1994

                         Notes to Consolidated Condensed Financial
                         Statements


               Item 2.   Management's Discussion and Analysis of the
                         Financial Condition and Results of Operations


          PART II - OTHER INFORMATION

               Item 1.   Legal Proceedings

               Item 2.   Changes in Securities

               Item 3.   Defaults upon Senior Securities

               Item 4.   Submission of Matters to Vote of Security Holders

               Item 5.   Other Information

               Item 6.   Exhibits and Report on Form 8-K


          SIGNATURES



                                     FORM 10-QSB
                  TAYLOR DEVICES, INC. - CONSOLIDATED BALANCE SHEET
                                            
         ASSETS                                    11/30/95          5/31/95
         Current
           Cash                                 $   275,732      $   915,294
           Funds Held By Trustee                    277,784          627,591
           Trade Accounts Receivable              1,491,184          793,046
           Inventories                            2,286,916        2,113,555
           Prepaid and Refundable Income Taxes     (31,546)          152,377
           Prepaid Expenses                          98,012          147,515
               Total Current Assets             $ 4,398,082      $ 4,749,378
          Investments - Affiliate, at equity         150,747          141,643
          Property and Equipment - Net             2,225,093        1,957,422
         Other Assets
          Other                                     547,055          391,134
              Total Other Assets                 $  547,055       $  391,134
         TOTAL ASSETS                            $7,320,977       $7,239,577
          LIABILITIES AND STOCKHOLDERS' EQUITY
         Current
          Current Portion of Long Term Debt      $  286,624       $  277,396
           Payables -   Trade                     1,039,578          758,162
                   Affiliate-Current                 50,187           56,334
                   Construction-in-Progress         126,500          303,898
           Accrued Income Tax                        53,568           63,816
           Accrued Expenses                         228,744          142,563
           Advanced Payments - Customers            278,925          570,469
              Total Current Liabilities          $2,064,126       $2,172,638
        
          Non Current
           Long Term Debt                         1,903,936        2,012,092
           Deferred Income Tax                       13,927            - 0 -
              Total Non Current Liabilities      $1,917,863       $2,012,092

         Minority Stockholders' Interest         $  215,396       $  215,396

              STOCKHOLDERS' EQUITY
           Common Stock, par value $.025 a                
           share, authorized 8,000,000 shares    $   66,639       $   66,344
           Paid - In Capital                      2,211,164        2,161,732
           Retained Earnings                        891,614          657,200

   Less: Cost of Treasury Stock: 21,990 shares       45,825           45,825
         TOTAL STOCKHOLDERS' EQUITY              $3,123,592       $2,839,451
         TOTAL LIABILITIES & STOCKHOLDERS'
         EQUITY                                  $7,320,977       $7,239,577


                                     FORM 10-QSB
                                 TAYLOR DEVICES, INC.
                      CONSOLIDATED CONDENSED STATEMENT OF INCOME

                              SIX MONTHS                 THREE MONTHS
                            ENDED NOVEMBER 30          ENDED NOVEMBER 30       
                            1995         1994           1995           1994

   NET SALES              $4,235,660   $3,011,771    $1,761,879     $1,650,219
 COST OF PRODUCT SOLD      2,793,639    2,034,485     1,173,828      1,143,932
      Gross Profit         1,442,021      977,286       588,051        506,287


   EXPENSES

Selling
 and Administrative        1,092,554      810,481       469,484        407,968

Profit (loss)
 from Operations             349,467      166,805       118,567         98,319 


  OTHER INCOME/(EXPENSE)
       Rental - Affiliates     6,834       16,002         2,497          8,001
         Miscellaneous         7,100      145,371         1,322         94,869
         Interest           (78,351)     (54,621)      (39,005)       (28,360)
    NET OTHER               (64,417)      106,752      (35,186)         74,510

    NET INCOME BEFORE
    PROVISION FOR TAXES      285,050      273,557        83,381        172,829
Provision for Income Taxes    59,740       23,406         9,800         12,819



    INCOME BEFORE EQUITY IN
    EARNINGS OF AFFILIATES    225,310     250,151        73,581        160,010

    EQUITY IN EARNINGS OF
    AFFILIATES                  9,104       8,442         4,129          4,532


   NET INCOME BEFORE MINORITY
     STOCKHOLDERS' INTEREST    234,414     258,593       77,710        164,542
Minority Stockholders Interest  - 0 -       - 0 -        - 0 -          - 0 -

     NET INCOME               $234,414    $258,593      $77,710       $164,542

     Earnings Per Share (cents)       9          10            3             6
      


                                     FORM 10-QSB
                                 TAYLOR DEVICES, INC.
                      STATEMENT OF CHANGES IN FINANCIAL POSITION

                                                 SIX MONTHS ENDED NOVEMBER 30

                                                 1995                    1994
         
     FUNDS PROVIDED

      From Operations                        $ 234,414               $ 258,593

      Depreciation and Amort.                   91,200                  75,000

      Fixed Assets                               - 0 -                   - 0 -

      Sales of Stock                            49,727                  17,791

      Minority Shareholders' Interest            - 0 -                   - 0 -

      Decrease Other Assets                      - 0 -                   - 0 -

      Increase Other Liabilities                 - 0 -                 182,117

      Increase Long Term Debt                    - 0 -                 390,455

    Total Funds Provided                      $375,341                $928,778

     FUNDS APPLIED

     Loss on Operations                       $  - 0 -                $  - 0 -


      Fixed Assets                              358,871                639,613

      Decrease Other Liabilities                103,813                  - 0 -

      Increase Other Assets                     444,187                 37,173

      Minority Shareholders' Interest             - 0 -                  - 0 -

      Investments - Affiliates                    9,104                  9,012

      Decrease Long Term Debt                    98,928                  - 0 -

    Total Funds Applied                      $1,014,903               $685,798

    INCREASE (DECREASE) IN CASH             ($ 639,562)               $242,980


                                     FORM 10-QSB
                                 TAYLOR DEVICES, INC.
                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENT



          1.   In  opinion  of  the  Company,  the  accompanying  unaudited
               consolidated  condensed  financial  statements  contain  all
               adjustments  necessary  to  present   fairly  the  financial
               position as of  November 30, 1995  and May 31, 1995  and the
               results of  operations for the  three months and  six months
               ended November 30, 1995 and November 30, 1994 and changes in
               financial position for the six months then ended.

          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.   For the six month period ended November 30, 1995, the profit
               was  divided  by  2,665,550 to  calculate  the  earnings per
               share.   For the six  month period ended November  30, 1994,
               the  profit  was  divided  by  2,647,522  to  calculate  the
               earnings per share.

          4.   The results  of operations  for the  six month  period ended
               November  30, 1995  are not  necessarily  indicative of  the
               results to be expected for the full year. 




                                  FORM 10-QSB
                              TAYLOR DEVICES, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


               The  following is  Management's  discussion and  analysis of
          certain  significant factors  which have  affected the  Company's
          earnings  during  the   periods  included  in   the  accompanying
          consolidated condensed statements of income.

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

                                                                          
                                         Comparisons of six months ended

                                      November 30, 1995 - November 30, 1994

                                          Increase  (decrease)
       

          Net Sales                                               $1,223,889

          Cost of Sales                                              759,154

          Selling, General and Administrative Expenses               282,073

          Other Expenses                                               - 0 -

          Other Income                                             (147,439)

          Interest Expense                                            23,730

   Net Profit Before Tax and Minority Shareholders' Interest          11,493

          Provision for Income Tax                                    36,334

   Net Profit Before Equity in Earnings of Affiliates               (24,841)

          Equity in Earnings of Affiliates                               662

          Minority Stockholders' Interest                                -0-

          Net Income                                                ($24,179)



                                     FORM 10-QSB
                                 TAYLOR DEVICES, INC.
                           MANAGEMENT'S DISCUSSION (CON'T)


               For the three and six month periods ended November 30, 1995,
          Taylor Devices,  Inc. (the Company)  experienced improved results
          in  Net Sales  and Operating  Income performance.    However, two
          significant  factors  which  favorably  impacted  the  comparable
          periods in  Fiscal Year  1995 (FY95) -  interest income  from tax
          refunds and full  use of a Net Operating  Loss Carryforward (NOL)
          to reduce the  effective tax rate  - were  not present in  Fiscal
          Year 1996 (FY96).


          SIX MONTH PERFORMANCE

               For the six  months ended November 30, 1995,  Net Sales were
          $4,235,660,  approximately $1,224,000 and  40% higher than FY95's
          figure.    Much of  the  incremental revenue  was  generated from
          progress billings against a large seismic products order.  FY96's
          Gross Margin was $1,442,021  (34.0%, representing improvements of
          about  $465,000 and  1.6  percentage  points  compared  to  FY95.
          Selling, General and  Administrative (SGA) expenses increased  by
          about $282,000  from the  prior year due  primarily to  increased
          commission,  depreciation, and  EDP  expenses.    However,  as  a
          percentage of Net Sales, SGA  improved from FY95's 26.9% to 25.8%
          in FY96.   The improved sales, better gross  margin % performance
          and stable SGA  generated an Operating  Income of $349,467,  more
          than double  FY95's figure of $166,805.  The $183,000 improvement
          in Operating  Income was offset  by a $171,000 decrease  in Other
          Income as FY96's figures  did not contain anything  comparable to
          the  large one-time interest income reported  in FY96.  Increased
          interest expense generated from the Industrial Development Agency
          (IDA) Loan to  finance the facilities expansion also impacted the
          Other Income  line.  Pretax  income for FY96 was  $285,050, about
          $11,000 higher  than FY95's.  The estimated tax rate used in FY96
          continues to be relatively favorable due to the remaining portion
          of the NOL, although not quite as favorable as the estimated rate
          used in FY95.  Net Income for FY96 was $234,414 ($.09 per share),
          compared to $258,593 ($.10 per share) in FY95.  


          THREE MONTH PERFORMANCE

               Net Sales  improved by about  $112,000 and 7% in  the second
          quarter  of FY96  (QII96) compared  to  the same  period in  FY95
          (QII95).   Gross Margin percentage also improved due primarily to
          the impact of manufacturing efficiencies experienced on the final
          units of a  large seismic  product order,  producing $588,051  in
          Gross  Margin, about  $82,000  higher than  QII95.   SGA expenses
          increased  by about  $62,000, resulting  in  an Operating  Income
          figure of $118,567,  about $20,000 higher than the previous year.
          As  explained  in  the previous  section,  Other  Income reversed
          itself substantially, from income of about $75,000 in QII95 to an
          expense  of  $35,186 in  QII96.    Pretax  income for  QII96  was
          $83,381,  about $89,000  lower than  QII95, due primarily  to the
          absence  of the tax  refunds received in  QII95.  Net  Income for
          QII96 was $77,710 ($.03 per share) compared to $164,542 ($.06 per
          share) in QII96. 


                                     FORM 10-QSB
                                 TAYLOR DEVICES, INC.
                           MANAGEMENT'S DISCUSSION (CON'T)


          OTHER

               The Company has essentially completed the IDA funded portion
          of  its facilities  expansion and  is nearing  completion of  the
          self-funded  expansion/upgrade  of the  Engineering  Department's
          offices.  The Backlog of Sales Orders remains near the $9,000,000
          level  and   bidding  activity   on  seismic   and  non   seismic
          opportunities  continues at  a strong  level.   However,  certain
          substantial  projects tentatively scheduled to be awarded in time
          to  favorably impact the Company's FY96  results (had the Company
          been the successful  bidder) have been postponed for  a number of
          reasons  including funding and budgetary  review at all levels of
          government.   Management  continues to  be  optimistic about  the
          ultimate disposition  of these  projects but  believes the  major
          impact will be felt in FY97 and later. 

               The  Current  Ratio  remains  strong at  2.1,  and  for  the
          remainder of FY96  the Company's cash flow will  benefit from use
          of  the remaining  NOL and  the FY95  inventory adjustment.   The
          Company has accumulated  substantial R&D credits for  initial use
          in FY97, but must, like  all other U.S. firms, await finalization
          of the  federal government's budget  and tax rulings in  order to
          determine their full impact.

               Based on current  financial results and  scheduled shipments
          for the second  half of FY96, Management believes  that FY96 will
          be  a  good  year  -  probably among  the  stronger  ones  in the
          Company's history.



                                     FORM 10-QSB
                                 TAYLOR DEVICES, INC.



          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


               1.   At the Annual  Meeting of Shareholders on  November 10,
                    1995,  Management's  proposed  slate  of Directors  was
                    approved by the following vote totals:

                                   Total Votes        Votes           Votes
                                     Counted         Withheld          For

         Douglas P. Taylor          2,351,533         32,402         2,319,131
         Richard G. Hill            2,351,533         23,778         2,327,755
         Joseph P. Gastel           2,351,533         32,902         2,318,631
         O. Eugene Hilger           2,351,533         25,549         2,325,984
         Donald B. Hofmar           2,351,533         24,929         2,326,604


               ITEM 5   Other Information 

               In the period of 6/1/95 to 11//30/95, the Company's reported
               total of outstanding shares increased by 11,802, as itemized
               below:

               1.   Employee Stock Ownership Plan      6,450
               2.   Director Stock Option Plan         5,352
                                                      11,802


               ITEM 6   Exhibits and Reports of Form 8-K - None




                 
                                     FORM 10-QSB
                                 TAYLOR DEVICES, 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.



          TAYLOR DEVICES, INC.
          (Registrant)





          By   /s/Douglas P. Taylor                                      
                    Date 1/15/96
               ___________________________                                 

               Douglas P. Taylor
               Chairman of the Board of Directors
               President
               (Principal Executive Officer)



                    AND





          By   /s/Kenneth G. Bernstein                                    
                         Date 1/15/96
               ___________________________                                
          
               Kenneth G. Bernstein
               Chief Accounting Officer
               Treasurer