SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC 20549
                                    FORM 10-QSB/A
                                   AMENDMENT NO. 1

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


          For quarter ended August 31, 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
          incorporation or organization)             Identification 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 August 31, 1995
          Common Stock (2-1/2 cents par value)        2,657,427 


          This 10-QSB/A filing is an  Amendment to the previously filed 10-
          QSB for the quarter ended August 31, 1995 to include Exhibit 27 -
          Financial Data Schedule.
















                                     FORM 10-QSB/A
                                    AMENDMENT NO. 1
                                  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 


          ITEM 5   Other Information - None


          ITEM 6   Exhibits and Reports of Form 8-K 

               Exhibit 27 - Financial Data Schedule







































                                     FORM 10-QSB/A
                                    AMENDMENT NO. 1
                                 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: 12/1/95         
               __________________________
               Douglas P. Taylor
               Chairman of the Board of Directors
               President
               (Principal Executive Officer)

          AND



          By   /s/Kenneth G. Bernstein            Date:     12/1/95       
               ________________________
               Kenneth G. Bernstein
               Treasurer &
               Chief Accounting Officer