**Exhibit 31(ii)**

**CERTIFICATION**

**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 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows
of 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 and
maintaining 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 controls
and procedures to be designed under our supervision, to ensure that material information
relating to the small business issuer, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is
being prepared;

(b)	[NOT REQUIRED]

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

(d) Disclosed in this report any change in the small business issuer's internal control over
financial 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 has
materially affected, or is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting; and

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

(a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to  adversely affect the small
business 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 who
have a significant role in the small business issuer's internal control over financial reporting.

|Date: January 13, 2005 | /s/ Mark V. McDonough                     
|---------------------- | ------------------------------------------
|                       | Mark V. McDonough 
Chief Financial Officer