10-QSB Exhibit(3)(vii)                   Adopted:  January 28, 1998

                       TAYLOR DEVICES, INC.
                       ____________________

                     PROXY REVIEW GUIDELINES

                        TABLE OF CONTENTS

ARTICLE                  TITLE                              PAGE

I                   General Rules                           1
II                  Guardians and Minors                    3
III                 Joint Owners                            4
IV                  Fiduciaries                             4
V                   Banks and Trust Companies               5
VI                  Conservators or Committees              6
VII                 Receivers                               6
VIII                Pledgees and Pledgors                   6
IX                  Corporations, Associations, Etc.        7
X                   Partnerships                            7
XI                  Nominee Proxies                         8
XII                 Broker's Proxies                        9
XIII                Dates and Postmarks                     10
XIV                 Conflict of Law                         11

                     PROXY REVIEW GUIDELINES

          These guidelines are adopted to favor an interpretation
giving validity to proxies and avoiding disenfranchisement of
shareholders.  The intent of a shareholder, when discernible, shall
prevail.  In applying these guidelines, the inspectors of election
shall act accordingly.  Any matter not covered herein shall be so
determined as to further, where possible, the validity of
shareholders' proxies.  "Proxy" shall be deemed to include "Power
of Attorney" as well as "Proxy".

     I.   GENERAL RULES

          1.01      Any proxy bearing a handwritten or hand printed
signature or signed by stamped, typewritten, or facsimile signature
is presumptively valid.

          1.02      Any copy, facsimile, telecommunication or other
reliable reproduction of the writing or transmission in lieu of the
original writing or transmission shall be presumptively valid
provided that such copy, facsimile, telecommunication or other
reliable reproduction (1) is a complete reproduction of the entire
original writing or transmission; and (2) either sets forth or is
submitted with information from which it can be reasonably
determined by the inspectors of election that it was authorized by
the shareholders.

          1.03      Proxies may be signed in pencil.

          1.04      Changes or variations in spelling as between
the registered name of the shareholder and his indicated signature
will not void the proxy, if the name as signed is phonetically
similar to the name as registered.

          1.05      The addition of an address different from that
appearing in the stock register will not void the proxy.

          1.06      Titles such as Mr., Mrs., Miss, or Doctor or
equivalent may be added or omitted and, even if included in the
registered name, need not be included in the indicated signature.

          1.07      Initials may be used for first and/or middle
names, and an initial may be added or omitted and names may be used
for the first and/or middle initial.  The proxy will not be voided
merely because a middle initial differs from a middle initial
appearing on the stock records.

          1.08      The addition or omission of Jr. or Sr. or Roman
or Arabic numerals after the signature will not render the proxy
void.

          1.09      Where the shareholder's name is signed by
someone other than the shareholder, the proxy is presumptively
valid if the signer has designated his capacity as attorney, power
of attorney, attorney in fact, relative (such as parents, brother,
or uncle), agent, per, by, or any abbreviation of any of the
foregoing.

          1.10      All shareholders shall be presumed to have
voted all the shares registered in their respective names (although
appearing in more than one account and different addresses in the
same community on the record of shareholders) which they are
entitled to vote, in the absence of any indication to the contrary. 
A broker or nominee proxy which does not specify or otherwise limit
the proxy to a designated number of shares shall be valid for the
total number of shares registered in the name of such broker or
nominee and held for its account by any depositary which has
submitted an omnibus proxy.

          1.11      A power of attorney or proxy will be sufficient
to confer authority to execute another power of attorney or proxy
even though it contains no power of substitution.

          1.12      Where shares are registered in the name of a
fiduciary, even absent a fiduciary designation as part of the
signature, the proxy will be valid.

          1.13      The designation of the capacity of any
signatory is acceptable in any language.

          1.14      Where shares are held in the name of a
shareholder, both in his individual capacity and in some fiduciary
or other representative capacity, any single proxy shall be deemed
as voting the shares in all capacities, unless otherwise indicated.

          1.15      Unless otherwise indicated in the proxy, any
proxy shall be deemed to vote all shares of stock which the person
executing the proxy is entitled to vote as record holder or
otherwise.

          1.16      Where a woman signs her married name to a
proxy, and the stock is registered in her maiden name, or vice
versa, the proxy will be valid.  If the registered surname and the
surname in the signature differ, the inspectors of election may
assume the variation is the result of change in marital status.

     II.  GUARDIANS AND MINORS

          2.01      Shares registered in the name of a guardian or
custodian may be voted by such guardian or custodian, or by the
beneficial owner.

          2.02      Shares registered in the name of a shareholder
under the guardianship or custodianship of a designated person may
be voted either by such guardian or custodian, or by such
shareholder.

     III. JOINT OWNERS

          3.01      Shares held by two or more persons, whether as
joint tenants, tenants in common, tenants by the entirety, members
of a partnership, owners of community property, or otherwise, may
be voted in person or by proxy by any of such persons.  If more
than one of such persons shall vote such shares, the vote of the
majority shall be binding, or if evenly divided, then the vote
shall be divided among them in proportion to the number of such
persons voting in person or by proxy, even though the name of one
of the signers does not appear as a record holder.

          3.02      Where the surnames are identical, they need not
be repeated in the signature -- for example, a proxy in the names
of "John Jones and Mary Jones" will be valid if signed "John and
Mary Jones" or "Mr. and Mrs. John Jones".

     IV.  FIDUCIARIES

          4.01      Shares held by an administrator, executor,
guardian, committee, curator, trustee, agent, attorney, personal
representative, or other fiduciary, or by two or more persons
having the same fiduciary relationship respecting the same shares,
may be voted by him or them, either in person or by proxy as
provided in this Section IV without transfer of such shares into
his or their name, provided that evidence of such representative
capacity is produced.

          4.02      Assuming compliance with 4.01 above, a proxy
signed by any such person which does not indicate the name of the
person for whom he is acting, even though the name of the signer
does not appear on the shareholder list on the record date, will be
valid.

          4.03      Where shares are held by more than one of the
persons referred to in this Section IV, the shares shall be voted
as determined by a majority of such persons, except that (1) if
they be equally divided as to a vote, the vote of the shares shall
be divided equally, and (2) if only one such person shall vote,
either in person or by proxy, such vote shall be sufficient to vote
all the shares.

     V.   BANKS AND TRUST COMPANIES

          5.01      Where a proxy is executed by a bank or trust
company, it need only be signed in such name as registered, and
when so executed, shall be deemed properly executed without
supporting evidence of corporate authority or identity of the
person signing.  No corporate seal, attestation, copy of by-laws,
resolution conferring authority or proof of identity is necessary. 
Where the name of the bank or trust company appears on the face of
the proxy, failure to repeat such name as part of the signature or
to indicate the capacity of the signatory will not invalidate the
proxy.

     VI.  CONSERVATORS OR COMMITTEES

          6.01      Shares standing in the name of a conservator or
committee may be voted by such conservator or committee or by the
beneficial owner, either in person or by proxy.

          6.02      Shares registered in the name of a shareholder
under the conservatorship of a designated person may be voted by
such conservator or by such shareholder.

          6.03      Shares registered in the name of a shareholder,
in care of a person designated as conservator, may be voted by such
conservator or by such shareholder.

     VII. RECEIVERS

          7.01      Shares registered in the name of a receiver may
be voted by such receiver whether or not he designates himself as
such.

     VIII. PLEDGEES AND PLEDGORS

          8.01      The vote of any person whose stock is pledged
shall be valid unless in the transfer by the pledgor on the books
of the Corporation such person has expressly empowered the pledgee
to vote thereon, in which case only the vote of the pledgee or his
proxy shall be valid.

     IX.  CORPORATIONS, ASSOCIATIONS, ETC.

          9.01      A proxy representing shares registered in the
name of a corporation, association, church, religious, education,
charitable, fraternal or social organization, foundation, society,
pension, retirement, profit sharing or other similar plan, or
group, or governmental unit, or political group is valid if it
bears the handwritten, hand printed, typed, facsimile or stamped
signature of the registered holder even though the name of the
person signing on behalf of the registered holder does not appear. 
Proxies apparently executed in the name of any of the foregoing
entities shall be valid.  If the name of the shareholder is not
handwritten, hand printed, typed, in facsimile or stamped, but such
proxy is so signed by an officer or other person purporting to act
in behalf of such shareholder, the proxy shall be valid.  No
corporate seal, attestation, or copy of by-laws or resolution
conferring authority is necessary.  Where the shareholder's name
appears on the face of the proxy, failure to repeat such name as
part of the signature will not invalidate the proxy.

     X.   PARTNERSHIPS

          10.01     Where shares are registered in the name of a
partnership, proxies bearing handwritten, hand printed, typed,
facsimile, or stamped signatures in the partnership name only, or
signed in the partnership name will be valid.  Where the
shareholder's name appears on the face of the proxy, failure to
repeat such name as part of the signature will not invalidate the
proxy.

          10.02     A proxy representing shares in the name of an
investment club and signed either by an individual, in his own name
(without designation or any title or authority), or signed with
solely the name of the investment club, is valid.

     XI.  NOMINEE PROXIES

          11.01     A nominee proxy may be signed in the name of
the nominee as registered, whether an individual, partnership or
corporation, without requiring the signature of an individual as a
partner or as an officer.  A nominee proxy may also be signed by an
individual without repeating the nominee name or without indicating
his capacity or source of authority.

          11.02     A proxy signed by a nominee bearing one account
number or other identifying number or symbol will not revoke any
other proxy signed by the same nominee bearing a different account
number or other identifying number or symbol.

          11.03     Where (1) the total number of shares
represented by proxy submitted by a single nominee exceeds the
total of shares registered in the name of that nominee, or (2)
where in the opinion of the inspectors of election any other
inconsistency or ambiguity exists with respect to the number of, or
manner in which, shares are voted by a nominee, the inspectors may,
if they deem it advisable, procure such information from such
nominee or otherwise as the inspectors may deem sufficient to
determine the manner in which it was intended that the shares be
voted by such nominee.

     XII. BROKER'S PROXIES

          12.01     All proxies received from a broker, which
specify a designated number of shares, will be counted regardless
of date, provided the total number of shares represented by such
proxies do not exceed the total number of shares registered in the
name of such broker or its nominees.  No proxy or proxies received
from a broker shall be deemed to revoke any prior proxy or proxies
unless there is specific language to that effect in addition to the
printed language of the proxy form.  Any such proxy which shall, by
such specific language in addition to the printed language of the
proxy form, revoke any prior proxy or proxies, shall be deemed
effective only with respect to the shares voted by such proxy.

          12.02     Where (1) the total number of shares
represented by proxies submitted by a single broker exceeds the
total number of shares registered in the name of such broker or its
nominees, or (2) where in the opinion of the inspectors of election
any other inconsistency or ambiguity exists with respect to the
number of, or manner in which, shares are voted by a broker, the
inspectors may, if they deem it advisable, procure such information
from such broker or otherwise, as the inspectors may deem
sufficient to determine the manner in which it was intended that
the shares be voted by such broker.

     XIII.     DATES AND POSTMARKS

          13.01     No printed proxy shall be deemed valid unless
the printed form requests (by format or direction) that the
shareholder to sign and date the proxy, and a space is specifically
left for the date.

          13.02     An undated proxy accompanied by an envelope
bearing a postmark shall be deemed to be dated as of the date of
the postmark.

          13.03     An undated proxy, not accompanied by an
envelope bearing a postmark, shall not be valid, unless a majority
of the inspectors of election agree otherwise.

          13.04     A dated proxy, or an undated proxy accompanied
by an envelope bearing a postmark, shall be deemed later than an
undated proxy not accompanied by an envelope bearing a postmark,
(if, in the latter case, such proxy is validated).

          13.05     Where the vote of any shareholder is in doubt
because a dated proxy with an envelope has been submitted as well
as an undated proxy with an envelope, both proxies shall be deemed
to be dated as of the date of the respective envelope postmark.

          13.06     Where proxies from the same shareholder bear
the same date or are construed under this Section XIII to bear the
same date, and the vote of such shareholder is in doubt, the proxy
bearing the latest postmark date and hour on the accompanying
envelope shall be deemed the later; if in such case the postmark
hours are also identical they shall be acceptable only for purposes
of a quorum.

          13.07     If the signature on the proxy and the date on
the proxy are in different colors of ink or in ink and pencil, the
proxy shall be valid only if accompanied by its postmarked envelope
and the date of the postmark shall be the date of the proxy.

          13.08     Assuming validity, an undated proxy received by
telecommunication, facsimile or other reliable transmission shall
be dated the date of facsimile or transmission.

     XIV. CONFLICT OF LAW

          14.01     In case of any conflict of law with respect to
the validity of proxies, as between the law of the state in which
the proxy is executed and the law of the State of New York, the law
of the State of New York shall govern, irrespective of conflict of
laws.