For quarter ended February 28, 2003

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
      incorporation or organization) |  | (I.R.S. Employer 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
      February 28, 2003
|------------------------------------------ |  | --------------------------------------
|Common Stock
      (2-1/2 cents par value) |  | 2,900,876                             









|TAYLOR DEVICES, INC.    
|------------------------
|                        
|**Index to Form 10-QSB**
|                        

|PART I                           | FINANCIAL INFORMATION | PAGE NO.                                                                                                        
|-------------------------------- | --------------------- | ----------------------------------------------------------------------------------------------------------------
|                                 |                       |                                                                                                                 
|                                 | Item
    1.           | Financial Statements                                                                                            
|                                 |                       |                                                                                                                 
|                                 |                       | Condensed
      Consolidated Balance Sheets February 28, 2003, and May 31, 2002                                 
|                                 |                       |                                                                                                                 
|                                 |                       | Condensed Consolidated Statements of Income for the
      three and nine months ended February 28, 2003 and 2002
|                                 |                       |                                                                                                                 
|                                 |                       | Condensed Consolidated Statements of Cash Flows for
      the nine months ended February 28, 2003 and 2002      
|                                 |                       |                                                                                                                 
|                                 |                       | Notes to Condensed Consolidated Financial
      Statements                                                      
|                                 |                       |                                                                                                                 
|                                 | Item
    2.           | Management's Discussion and
      Analysis or Plan of Operation                                                 
|                                 | Item 3.               | Controls and
    Procedures                                                                                     
|                                 |                       |                                                                                                                 
|PART II                          | OTHER INFORMATION     |                                                                                                                 
|                                 | Item
    1.           | Legal Proceedings                                                                                               
|                                 | Item 2.               | Changes in Securities                                                                                           
|                                 | Item 3.               | Defaults upon Senior
      Securities                                                                           
|                                 | Item 4.               | Submission of Matters to Vote
      of Security Holders                                                         
|                                 | Item 5.               | Other Information                                                                                               
|                                 | Item 6.               | Exhibits and Reports on Form
      8-K                                                                          
|                                 |                       |                                                                                                                 
|ACCOUNTANTS' REVIEW REPORT       | 14                   
|SIGNATURES                       |                       | 15                                                                                                              
|SECTION 302
      CERTIFICATIONS | 16                   



|TAYLOR DEVICES, INC. AND SUBSIDIARY           
|----------------------------------------------
|                                              
|                                              
|Part I - Item 1. Financial
      Statements   
|                                              
|                                              
|                                              
|Condensed Consolidated Balance
      Sheets   
|                                              
|**Assets**                                    
|******Current assets:**                       
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|****Property and equipment, net               
|                                              
|****Investment in
      affiliate, at equity  
|                                              
|****Intangibles and other
      assets        
|                                              
|                                              
|                                              
|**Liabilities and Stockholders'
      Equity**
|**Current liabilities:**                      
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|Long-term
      liabilities                   
|                                              
|                                              
|****Minority stockholder's
      interest     
|                                              
|******Stockholders'
      Equity:**           
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              
|                                              



*See notes to condensed consolidated financial
statements.*





|TAYLOR
      DEVICES, INC. AND SUBSIDIARY            |                                                                                                                             |                                            
|---------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------
|                                                     |                                                                                                                             |                                            
|Condensed Consolidated Statements of
      Income    | **(Unaudited)**                                                                                                             | **(Unaudited)**                            
|                                                     | For the three
      monthsended February 28,                                                                                | For the nine monthsended February
      28,
|                                                     | **2003**                                                                                                                    | 2002                                       
|                                                     |                                                                                                                             |                                            
|                                                     |                                                                                                                             |                                            
|Sales, net                                           | ******$4,049,385**********                                                                                                  | $4,140,156                                 
|                                                     |                                                                                                                             |                                            
|********Cost
      of goods sold                     | **2,510,652**                                                                                                               | 2,435,261                                  
|                                                     |                                                                                                                             |                                            
|                                                     |                                                                                                                             |                                            
|                                                     | **********Gross profit**                                                                                                    | ******1,538,733**********                  
|                                                     |                                                                                                                             |                                            
|                                                     |                                                                                                                             |                                            
|********Selling, general and administrative expenses | **1,261,403**                                                                                                               | 1,209,542                                  
|                                                     |                                                                                                                             |                                            
|                                                     | **********Operating
      income**                                                                                          | ******277,330**********                    
|                                                     |                                                                                                                             |                                            
|********Other
      expense, net                     | **(74,944)**                                                                                                                | (54,314)                                   
|                                                     |                                                                                                                             |                                            
|                                                     | ********Income before provision for income taxes,equity in net income of affiliate andminority stockholder's
      interest | ****
      **202,386**********             
|
|                                                     |                                                                                                                             |                                            
|Provision for income taxes                           | **69,000**                                                                                                                  | 168,000                                    
|                                                     |                                                                                                                             |                                            
|                                                     |                                                                                                                             |                                            
|                                                     | ********Income before equity in net income of affiliate                                                                     | ****                                       
|                                                     | ****and minority stockholder's
    interest                                                                                 | ******133,386**********                    
|                                                     |                                                                                                                             |                                            
|********Equity in net income of affiliate            | **6,330**                                                                                                                   | 9,305                                      
|                                                     |                                                                                                                             |                                            
|                                                     | ********Income before minority stockholder's interest                                                                       | ******139,716**********                    
|                                                     |                                                                                                                             |                                            
|********Minority stockholder's interest              | **(4,305)**                                                                                                                 | (4,389)                                    
|                                                     |                                                                                                                             |                                            
|                                                     | **Net income**                                                                                                              | **$
      135,411**                        
|                                                     |                                                                                                                             |                                            
|                                                     | Basic
      and diluted earnings per common share                                                                           | **$
      0.05**                           



*See notes to condensed consolidated
financial statements.*







|TAYLOR DEVICES, INC. AND SUBSIDIARY                      
|---------------------------------------------------------
|                                                         
|**Condensed Consolidated Statements of Cash
      Flows**
|                                                         
|For the nine months ended February
      28,             
|                                                         
|**Cash flows from operating activities:**                
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|Cash flows from investing
      activities:              
|                                                         
|                                                         
|                                                         
|                                                         
|Cash flows from financing
      activities:              
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|****Cash and cash equivalents
      - beginning          
|                                                         
|                                                         





*See notes to condensed consolidated
financial statements.*









|TAYLOR DEVICES, INC. AND
    SUBSIDIARY                       
|--------------------------------------------------------------
|                                                              
|**Notes to Condensed Consolidated Financial
      Statements**
|                                                              

|1. | The accompanying unaudited condensed consolidated
      financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and with the instructions to Form 10-QSB and
      Regulation S-B. Accordingly, they do not include all of the information
      and footnotes required by accounting principles generally accepted in the
      United States of America for complete financial statements. In the opinion
      of the Company, the accompanying unaudited condensed consolidated
      financial statements contain all adjustments (consisting of only normal
      recurring accruals) necessary to present fairly the financial position as
      of February 28, 2003 and May 31, 2002 and the results of operations and
      cash flows for the three and nine months ended February 28, 2003 and 2002.
      These financial statements should be read in conjunction with the audited
      financial statements and notes thereto contained in the Company's Annual
      Report to Shareholders for the year ended May 31, 2002.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | There is no provision nor shall
      there be any provisions for profit sharing, dividends, or any other
      benefits of any nature at any time for this fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3. | For the three and nine month
      period ended February 28, 2003, the profit was divided by 2,900,876, which
      is net of the Treasury shares, to calculate the earnings per share. For
      the three and nine month period ended February 28, 2002, the profit was
      divided by 2,849,144 to calculate the earnings per share, which is net of
      the Treasury shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | The results of operations for
      the nine month period ended February 28, 2003 are not necessarily
      indicative of the results to be expected for the full
  year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|TAYLOR DEVICES, INC.                                                       
|---------------------------------------------------------------------------
|                                                                           
|**Item 2. Management's Discussion and
      Analysis or Plan of Operation**
|                                                                           

**Cautionary Statement**

The Private Securities Litigation Reform Act of
1995 provides a "safe harbor" for forward-looking statements. Information in
this Item 2, "Management's Discussion and Analysis or Plan of Operations," and
elsewhere in this 10-QSB that does not consist of historical facts, are
"forward-looking statements." Statements accompanied or qualified by, or
containing words such as "may," "will," "should," "believes," "expects,"
"intends," "plans," "projects," "estimates," "predicts," "potential," "outlook,"
"forecast," "anticipates," "presume," and "assume" constitute forward-looking
statements, and as such, are not a guarantee of future performance. The
statements involve factors, risks and uncertainties, the impact or occurrence of
which can cause actual results to differ materially from the expected results
described in such statements. Risks and uncertainties can include, among others,
fluctuations in general business cycles and changing economic conditions;
changing product demand and industry capacity; increased competition and pricing
pressures; advances in technology that can reduce the demand for the Company's
products, as well as other factors, many or all of which may be beyond the
Company's control. Consequently, investors should not place undue reliance on
forward-looking statements as predictive of future results. The Company
disclaims any obligation to update the forward-looking statements in this
report.

A summary of the period to period changes in the
principal items included in the consolidated statements of income is shown
below:

|                                                                  | Comparison of the nine months endedFebruary 28, 2003 and 2002
|----------------------------------------------------------------- | -------------------------------------------------------------
|                                                                  | Increase (Decrease)                                          
|Sales, net                                                        |                                                              
|Cost of goods
    sold                                            |                                                              
|Selling, general and
      administrative expenses                |                                                              
|Other expense,
    net                                            |                                                              
|Income before
      provision for income taxes, equity in         |                                                              
|net income of affiliate and
      minority stockholder's interest | (146,159)                                                    
|Provision for income
      taxes                                  |                                                              
|Income before
      equity in net income of affiliate             |                                                              
|and minority stockholder's
      interest                         | (100,159)                                                    
|Equity in net income of
      affiliate                           |                                                              
|Minority stockholder's
      interest                             |                                                              
|Net income                                                        |                                                              

|TAYLOR DEVICES,
      INC.                                                           
|-------------------------------------------------------------------------------------
|                                                                                     
|**Management's Discussion and Analysis or
      Plan of****Operation****(Continued)**
|                                                                                     



The
Company posted strong financial results in the nine month period ending February
28, 2003. Operating in the current environment of economic and political
instability, the Company nonetheless recorded its second strongest nine month
results.

**For the nine months ending February
28, 2003** (All figures being compared are for the nine months ended
February 28, 2003 versus the nine months ended February 28, 2002).

Net sales for the first nine months of
Fiscal Year 2003 were $11,111,699 representing the second best nine-month
results in Company history and a (5.6%) change from the record figure of
$11,771,094 in FY02. The change in sales revenue has been caused by multiple
factors, including delayed awarding of anticipated contracts from commercial and
aerospace customers and reduced anticipated gross margins on recently booked
progress bill projects. Gross margin for the period was $4,747,906 and 42.7%,
compared to $5,012,666 and 42.6% last year. Gross margin for FY03 has been
favorably impacted by the final close-out of some significant orders with
margins higher than originally anticipated.

All expenses for shipping and handling costs
are recorded as cost of goods sold.

Selling general and administrative expenses
were $3,403,524 and 30.6% of net sales compared to $3,589,685 and 30.5% of net
sales in FY02. Increased insurance expenses and advertising/promotion expenses
were offset by reduced EDP consulting charges, resulting in a stable percentage
figure.

Operating income for FY03 was $1,344,382 and
12.1% of net sales compared to $1,422,981 and 12.1% in FY02.

Other expense for FY03 was $219,778, an
increase of $67,560 from $152,218 in FY02. This increase was generated by the
Company's more frequent use of its operating line of credit to fund the
production of larger projects that did not contain advance or progress payment
features. As explained in a subsequent section, deliveries to and payments from
a key customer have begun to reduce the line of credit balance in
QIV.

Net income for the nine months ended
February 28, 2003 was $722,905, 6.5% of net sales and $.25 in earnings per share
as compared to $840,570, 7.1% of net sales and $.30 earnings per share last
year.

**For the three months ending February
28, 2003** (All figures being compared are for three months ended
February 28, 2003 versus the three months ended February 28, 2002).

Net sales in the current period were
recorded at $4,049,385 versus net sales of $4,140,156 in FY02, a decrease of
2.2% as the factors discussed in the year-to-date section applied to the third
quarter. Gross margin in FY03 was $1,538,733 and 38.0% of net sales compared to
$1,704,895 and 41.2% last year. QIII margins were impacted by the fact that
progress billings taken in the quarter contained a somewhat higher proportion of
lower margin business booked recently. This topic is discussed in subsequent
sections.

SG&A expenses for FY03 totaled
$1,261,403 and 31.2% of net sales compared to $1,209,542 and 29.2% in FY02. The
percentage increase in QIII was attributable primarily to foreign travel
expenses related to the high level of foreign contracts and increased insurance
expenses.

Operating income for the third quarter of
FY03 was $277,330 and 6.9% of net sales. In FY02, these figures were $495,353
and 12.0% of net sales.

Net other expenses for the period were
$74,944, compared to $54,314 in the prior period with the difference comprised
primarily of interest expense generated by the increased use of the line of
credit discussed above.

Net income for the third quarter of FY03 was
$135,411, 3.3% of net sales and earnings per share of $.05 compared to results
of $277,955, 6.7% of net sales and $.10 earnings per share for FY02.

With respect to balance sheet items, the
Company has made some modest progress in reducing its inventory balance and
trade payables.The Company's short-term debt, consisting entirely of
usage of the Operating Line of Credit, rose by $722,000 between May 31, 2002 and
February 28, 2003. The increase was required to fund normal operations until
deliveries began against one of the large contracts taken with no pre-delivery
progress payment provisions. Deliveries made in the second and third quarters
have begun to generate positive cash flow and the Line of Credit has been paid
down significantly in the early part of QIV. Deliveries against this contract
and a similar one will continue throughout QIV and into QI of FY04. The positive
cash flow created by these deliveries will lower the Line of Credit Balance
substantially in the next six months.

The Company combines the totals of three balance
sheet items; trade accounts receivable, costs in excess of billings and billings
in excess of costs to determine how much cash the Company will eventually
realize from revenue booked to date. As the trade accounts receivable figure
rises in relation to the other figures, the Company can anticipate increased
cash receipts within the ensuing 30- 60 days.At February
28, 2003, the Company is showing $4.4 million in Accounts Receivable, an
increase of approximately $1.5 million since May 31, 2002. These result from
billings for product delivered to and accepted by the customer where there was
no pre-delivery progress payment provisions. This also resulted in an
improvement of approximately $.7 million to costs and estimated earnings in
excess of billings, that represents deferred billings, which is revenue the
Company has booked on jobs-in-progress but cannot classify as collectible funds
until the customer has been billed. Billings in excess of costs and estimated
earnings represents advanced billings received on jobs-in-progress and decreased
from approximately $1.5 million at May 31, 2002 to $61,415 at February 28,
2003.

This trend of higher deferred billings and lower
advanced billings is expected to continue due to current contracts with certain
government agencies that do not allow for pre-delivery progress billing
provisions. Final delivery of product under these contracts is expected to occur
prior to QII of FY2004.

The accrued payables balance has likewise been
impacted by the large receivable balances created by the governmental contracts.
Increases in the commissions and sales taxes due have generated almost the
entire $880,000 increase in accrued payables since 5/31/02. As payments are
received against these contracts, the sales representatives will be paid their
commissions, probably by QII or QIII of FY2004. The sales tax payment from these
contracts is due in QIII 2004. The accrued accounts payable balance will decline
noticeably when these items have been cleared.

With respect to general conditions, the
Company has been affected by the national and global economic and political
conditions impacting most other manufacturing firms. Due apparently to the
lingering poor economic conditions, real estate development in some of the
Company's key domestic markets was at a virtual standstill as developers
remained uncertain about business conditions in their localities. Likewise,
certain military related aerospace projects appear to have been delayed due to
the conflict with Iraq. Management believes these projects have been delayed,
not cancelled, and continues to be optimistic about the Company being awarded
future contracts, but the time frame remains uncertain at this time.
Internationally, the Company's products continue to find acceptance and several
significant orders were booked for delivery to eastern Asian countries. A
combination of intense foreign competition and currency exchange factors have
led to the booking of certain of these orders at very tight margins. However,
most of the dampers to be produced consist largely of the company's standard
seismic components and should require minimal engineering and set-up
expenses.

Presently, the Company is responding to
increased inquiries as to its products from the domestic markets. As always, the
time frame for actual order placement is largely beyond the Company's control.
Nonetheless, the Company is receiving a greater proportion of orders for
standard lines seismic protection. Management believes that in general, new
orders of this can be booked and delivered in shorter frames and with less
financial strain than experienced in the recent past.Management is
currently conducting a review with the objective of identifying those items not
likely to be sold within twelve months. The Company is required to supply
components for several long-standing military systems and retains what it
believes to be adequate quantities of these parts. Additionally, most of the
Company's parts have extremely long shelf lives and retain their usefulness
almost indefinitely. The Company currently has $865,000 reserved for obsolescent
and slow moving inventory and believes this figure is adequate. The analysis
will be complete in time for inclusion the year-end 10K-SB.

At
the start of the fourth quarter of FY03, Management anticipates that revenues
for the full fiscal year will not achieve last year's figure because of the
delay in orders for QII and QIII, as discussed above, and because projected
progress billings did not materialize. Nonetheless, Net Income should be in
excess of the figure from FY02 that was impacted by adjustments in QIV a year
ago.

At this
time Management does not anticipate that the Company will require any additional
sources of outside funding to finance its operations or expansions.



|TAYLOR DEVICES,
      INC.               
|-----------------------------------------
|                                         
|**Item 3. Controls and
      Procedures**
|                                         

(a)
*Evaluation of disclosure controls and procedures*.

The Company's
principal executive officer and principal financial officer have evaluated the
Company's disclosure controls and procedures as of a date within 90 days of the
filing date of this quarterly report and have concluded that as of the
evaluation date, the disclosure controls and procedures were adequate to ensure
that material information relating to the Company was made known to the officers
by others within the Company;Management continues to proceed with
plans to upgrade its cost accounting procedures through customization of its
current software.

(b) *Changes
in internal controls.*

There have been
no significant changes in the Company's internal controls or in other factors
that could significantly affect such controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.Throughout FY03 the Company has performed
backward-looking reviews of all significant sales orders shipped and costed
under progress billing conditions and determined that the current techniques
provide adequate in-process information. The effort will now concentrate on
converting the data gathering aspects of this process to EDP methods to improve
response times and minimize the manual input currently required.

|TAYLOR DEVICES, INC.                 
|-------------------------------------
|                                     
|**Part II - Other
      Information**
|                                     

| | ITEM 1   | Legal Proceedings                                            
| | -------- | -------------------------------------------------------------
| |          | The Company is not currently engaged in any
      litigation.
| | ITEM 2   | Changes in SecuritiesNone                                    
| | ITEM 3   | Defaults Upon Senior
      SecuritiesNone                    
| | ITEM 4   | Submission of Matters to Vote
      of Securities HoldersNone
| | ITEM 5   | Other Information                                            
| |          | A.                                                           
| |          |                                                              
| |          |                                                              
| |          | B.                                                           
| |          |                                                              
| |          |                                                              
| |          |                                                              
| | ITEM
6   | Exhibits and Reports on Form
      8-K                       
| |          |                                                              
| | EXHIBITS |                                                              
| |          |                                                              
| | (3)(ii)  |                                                              
| | 99.1     |                                                              
| | 99.2     |                                                              









|                                    
|------------------------------------
|                                    
|**Accountants' Review
      Report**
|                                    

The
Board of Directors and Stockholders Taylor Devices, Inc.

We have reviewed the condensed consolidated
balance sheet of Taylor Devices, Inc. and Subsidiary as of February 28, 2003,
and the related condensed consolidated statements of income and cash flows for
the three and nine months ended February 28, 2003 and 2002. These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with
standards established by the American Institute of Certified Public Accountants.
A review of interim financial information consists principally of applying
analytical procedures to financial data and making inquiries of persons
responsible for financial and accounting matters. It is substantially less in
scope than an audit conducted in accordance with auditing standards generally
accepted in the United States of America, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any
material modifications that should be made to the condensed consolidated
financial statements referred to above for them to be in conformity with
accounting principles generally accepted in the United States of
America.

We have previously audited, in accordance with
auditing standards generally accepted in the United States of America, the
consolidated balance sheet as of May 31, 2002, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for the
year then ended (not presented herein); and in our report dated August 16, 2002,
we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of May 31, 2002 is fairly stated, in all material respects, in
relation to the balance sheet from which it has been derived.

Lumsden & McCormick, LLPBuffalo, New York April 8, 2003





|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: | April 11, 2003
|-- | -------------------------------------------------------------------------------------------- |  | ----- | --------------
|   | Douglas P. Taylor President Chairman of the Board of Directors (Principal Executive Officer) |  |       |               

| | AND |  |  | 
| | --- |  |  | 
| |     |  |  | 

|By | s/Kenneth G. Bernstein                                                            |  | Date: | April 11, 2003
|-- | --------------------------------------------------------------------------------- |  | ----- | --------------
|   | Kenneth G. Bernstein
      Treasurer (Principal Financial and Accounting Officer) |  |       |               







|TAYLOR DEVICES, INC.          
|------------------------------
|                              
|**Section 302 Certifications**
|                              



**PURSUANT TO
SECTION 302 OF THE****SARBANES-OXLEY ACT OF 2002**



I, Douglas P.
Taylor, Chief Executive Officer of the registrant, 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 quarterly 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 quarterly report;

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

4. The registrant's other certifying officers
and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a) designed such disclosure
controls and procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
quarterly report is being prepared;

b) evaluated the
effectiveness of the registrant's disclosure controls and procedures as of a
date within 90 days prior to the filing date of this quarterly report (the
"Evaluation Date"); and

c) presented in this
quarterly report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation
Date;

5. The registrant's other certifying officers
and I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

a) all significant
deficiencies in the design or operation of internal controls which could
adversely affect the registrant's ability to record, process, summarize and
report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and

b) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrant's internal controls; and

6. The registrant's other certifying officers
and I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|Date: April 11,
      2003 | By: | s/ Douglas P.
  Taylor                   
|-------------------------- | --- | -----------------------------------------
|                           |     | Douglas P. Taylor Chief Executive Officer



****

|TAYLOR DEVICES, INC.                                     
|---------------------------------------------------------
|****                                                     
|******Section 302
      Certifications (Continued)****)**
|                                                         

**PURSUANT TO SECTION 302 OF THE****SARBANES-OXLEY ACT OF
2002**

I, Kenneth G.
Bernstein, Chief Financial Officer of the registrant 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 quarterly 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 quarterly report;

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

4. The registrant's other certifying officers
and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

a) designed such disclosure
controls and procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
quarterly report is being prepared;

b) evaluated the
effectiveness of the registrant's disclosure controls and procedures as of a
date within 90 days prior to the filing date of this quarterly report (the
"Evaluation Date"); and

c) presented in this
quarterly report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation
Date;

5. The registrant's other certifying officers
and I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent functions):

a) all significant
deficiencies in the design or operation of internal controls which could
adversely affect the registrant's ability to record, process, summarize and
report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and

b) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrant's internal controls; and

6. The registrant's other certifying officers
and I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|****Date: April 11, 2003 | By: | s/ Kenneth G.
  Bernstein                         
|------------------------ | --- | --------------------------------------------------
|                         |     | Kenneth G. Bernstein Chief
      Financial Officer

********