**Exhibit 31(ii)**

 

**CERTIFICATION****OF CHIEF FINANCIAL OFFICER****PURSUANT TO RULE 13a - 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934,AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

I,  Mark V. McDonough, Chief Financial Officer of  Taylor Devices, Inc., certify that:

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

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

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

        4. The small business issuer's other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  [omitted]  for the small business issuer and have:

                    (a) Designed such disclosure controls and procedures, or caused such disclosure controlsand procedures to be designed under our supervision, to ensure that material informationrelating to the small business issuer, including its consolidated subsidiaries, is made knownto us by others within those entities, particularly during the period in which this report isbeing prepared;

                    (b)	[NOT REQUIRED]

                    (c) Evaluated the effectiveness of the small business issuer's disclosure controls andprocedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report basedon such evaluation; and

                    (d) Disclosed in this report any change in the small business issuer's internal control overfinancial reporting that occurred during the small business issuer's most recent fiscal quarter(the small business issuer's fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the small business issuer'sinternal control over financial reporting; and

        5. The small business issuer's other certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the small business issuer's auditors and theaudit committee of small business issuer's board of directors (or persons performing the equivalentfunctions):

                    (a) All significant deficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to  adversely affect the smallbusiness issuer's ability to record, process, summarize and report financial information; and

                    (b) Any fraud, whether or not material, that involves management or other employees whohave a significant role in the small business issuer's internal control over financial reporting.