**Exhibit 31(ii)**

**CERTIFICATION**

**PURSUANT TO SECTION 302 OF
THESARBABES-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: March 29, 2007 | /s/Mark V. McDonough                     
|-------------------- | -----------------------------------------
|                     | Mark V. McDonough Chief Financial
Officer