For quarter ended August 31, 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
      August 31, 2003
|------------------------------------------ |  | ------------------------------------
|Common Stock
      (2-1/2 cents par value) |  | 2,926,460                           







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

|PART I                     | FINANCIAL INFORMATION | PAGE NO.                                                                                                 
|-------------------------- | --------------------- | ---------------------------------------------------------------------------------------------------------
|                           |                       |                                                                                                          
|                           | Item
    1.           | Financial Statements                                                                                     
|                           |                       |                                                                                                          
|                           |                       | Condensed
      Consolidated Balance Sheets August 31, 2003, and May 31, 2003                            
|                           |                       |                                                                                                          
|                           |                       | Condensed Consolidated Statements of Income for the
      three months ended August 31, 2003 and 2002    
|                           |                       |                                                                                                          
|                           |                       | Condensed Consolidated Statements of Cash Flows for
      the three months ended August 31, 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 | 13                   
|SIGNATURES                 |                       | 14                                                                                                       

|TAYLOR DEVICES, INC. AND
      SUBSIDIARY  
|-------------------------------------------
|                                           
|                                           
|Part I - Item 1.
      Financial Statements
|                                           
|                                           
|                                           
|Condensed
      Consolidated Balance Sheets
|                                           
|**Assets**                                 
|******Current assets:**                    
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|****Maintenance and other inventory, net   
|                                           
|****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)******                                                                                                                   
|****                                                   |                                                                                                                                       
|For the
      three months****ended August 31,****     | ******2003**                                                                                                                           | 2002                     
|                                                       |                                                                                                                                        |                          
|Sales, net                                             | ******$2,989,261**********                                                                                                             | $4,021,331               
|                                                       |                                                                                                                                        |                          
|****Cost of goods
      sold                           | **2,398,048**                                                                                                                          | 2,214,820                
|                                                       |                                                                                                                                        |                          
|                                                       | Gross profit                                                                                                                           | ******591,213**********  
|                                                       |                                                                                                                                        |                          
|****Selling, general and administrative
      expenses | **943,121**                                                                                                                            | 1,166,154                
|                                                       |                                                                                                                                        |                          
|                                                       | ****Operating income (loss)                                                                                                            | ******(351,908)**********
|                                                       |                                                                                                                                        |                          
|****Other income
      (expense), net                  | **12,504**                                                                                                                             | (75,745)                 
|                                                       |                                                                                                                                        |                          
|                                                       | ****Income (loss) before provision for income
      taxes, equity in net income of affiliate and minority stockholder's
      interest | **(339,404)**********    
|
|                                                       |                                                                                                                                        |                          
|Provision  for income taxes
      (benefit)            | **(125,000)**                                                                                                                          | 204,000                  
|                                                       |                                                                                                                                        |                          
|                                                       | ****Income (loss) before equity in net income
      of affiliate                                                                       | ****                     
|                                                       | and minority stockholder's
    interest                                                                                                | ******(214,404)**********
|                                                       |                                                                                                                                        |                          
|****Equity in net income
      of affiliate            | **18,647**                                                                                                                             | 6,961                    
|                                                       |                                                                                                                                        |                          
|                                                       | ****Income (loss) before minority stockholder's
      interest                                                                         | ******(195,757)**********
|                                                       |                                                                                                                                        |                          
|****Minority stockholder's
      interest              | **(5,372)**                                                                                                                            | (5,187)                  
|                                                       |                                                                                                                                        |                          
|                                                       | ****Net income (loss)                                                                                                                  | **$
      (201,129)**    
|                                                       |                                                                                                                                        |                          
|                                                       | Basic and diluted
      earnings (loss) per common share                                                                               | **$
      (0.07)**       

*See notes to condensed
consolidated financial statements.*





|TAYLOR DEVICES, INC. AND SUBSIDIARY                      
|---------------------------------------------------------
|                                                         
|**Condensed Consolidated Statements of Cash
      Flows**
|                                                         
|For the three months
      ended August 31,              
|                                                         
|**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 August 31, 2003 and May 31,
      2003 and the results of operations and cash flows for the three months
      ended August 31, 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, 2003.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|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 month period
      ended August 31, 2003, the loss was divided by 2,926,460, which is net of
      the Treasury shares, to calculate the loss per share. For the three month
      period ended August 31, 2002, the profit was divided by 2,874,616,which is
      net of the Treasury shares, to calculate the earnings per
    share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4. | The results of operations
      for the three month period ended August 31, 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 three months ended
      August 31, 2003 and 2002
|----------------------------------------------------------------- | -------------------------------------------------------------------
|                                                                  |                                                                    
|                                                                  | Increase (Decrease)                                                
|Sales, net                                                        |                                                                    
|Cost of goods
    sold                                            |                                                                    
|Selling, general and
      administrative expenses                |                                                                    
|Other income (expense),
      net                                 |                                                                    
|Income (loss)
      before provision for income taxes, equity in  |                                                                    
|net income of affiliate
      and minority stockholder's interest | ($904,000)                                                         
|Provision  for
      income taxes (benefit)                       |                                                                    
|Income (loss)
      before equity in net income of affiliate      |                                                                    
|and minority stockholder's
      interest                         | ($575,000)                                                         
|Equity in net income of
      affiliate                           |                                                                    
|Net income
    (loss)                                             |                                                                    

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

The Company's consolidated
results of operations for the three months ended August 31, 2003 showed a 26%
decrease in net revenues from the three months ended August 31, 2002, and a
decrease in net income from $362,000 to a net loss of $201,000. Gross profit for
the quarter ended August 31, 2003 decreased by 67% over the first quarter of the
prior year. The gross profit as a percentage of net revenues for the quarter was
20% as compared to 45% for the same period in the prior year. Gross margin for
the quarter ended August 31, 2002 benefited from the final shipment or near
close-out of several large orders that had been taken into revenue on a progress
bill and estimated cost basis. The final close-out costs or revised estimates
for these orders was more favorable than had been anticipated at the beginning
of that period. Reduced volume of highly engineered aerospace products and
increased volume of very competitively bid construction projects accounted for a
reduced gross margin that appears to be a temporary condition. Based on the
make-up of the current backlog, the Company expects to show future aerospace
sales increasing and improved profit margin on construction projects.

Sales under certain fixed-price
contracts requiring substantial performance over several periods prior to
commencement of deliveries, are accounted for under the percentage-of-completion
method of accounting whereby revenues are recognized based on estimates of
completion prepared on a ratio of cost to total estimated cost basis. Costs
include all material and direct and indirect charges related to specific
contracts.

Adjustments to cost estimates are
made periodically, and losses expected to be incurred on contracts in progress
are charged to operations in the period such losses are determined.

For financial statement
presentation purposes, the Company nets progress billings against the total
costs incurred on uncompleted contracts. The asset, "costs and estimated
earnings in excess of billings," represents revenues recognized in excess of
amounts billed. The liability, "billings in excess of costs and estimated
earnings," represents billings in excess of revenues recognized.

Selling, general and
administrative costs decreased for the three months ended August 31, 2003 by
approximately 19% from the prior year primarily due to lower levels of
commission expenses which are directly related to the level of sales for the
period. A 34% decrease in advertising and promotion expenses along with a 5%
decrease in personnel related expenses contributed to the savings over the prior
year. This decrease in expenses was partially offset by increases in
professional expenses of $65,000 incurred in part to assure the integrity of
financial reporting and corporate disclosure following passage of the
Sarbanes-Oxley Act in 2002.

Depreciation expense increased by
$7,000 over the same period of the prior year.

Operating loss of $352,000 for the
three months ended August 31, 2003 is compared to operating income of $640,000
in the same period of the prior year. This is a result of the reduced volume,
unfavorable product / project mix and other factors that affected the change in
gross margins during the comparable periods, as mentioned above.

Interest expense decreased for the
three months ended August 31, 2003 by approximately 41% from the same period of
the prior year due to a combination of lower interest rates on the Company's
variable long-term and short-term debt along with a lower level of use of the
Company's operating line of credit. The line of credit is used primarily to fund
the production of larger projects that do not allow for advance payments or
progress payments.

Miscellaneous income of $54,000 in
the three months ended August 31, 2003 is primarily the excess of proceeds from
the life insurance policies on the Company's founder, Paul H. Taylor, over the
net of the cash surrender value of the policies and loans against the
policies.



**Capital Resources, Line
of Credit and Long-Term Debt**

The Company's primary liquidity
and capital requirements relate to the working capital needs. These are
primarily inventory, accounts receivable, costs and estimated earnings in excess
of billings, accounts payable, accrued commissions, billings in excess of costs
and estimated earnings, and debt service. The Company's primary sources of
liquidity have been from positive cash flows and from bank financing.

Capital expenditures for the three
months ended August 31, 2003 were $13,000 compared to $26,000 in the same period
of the prior year. There are no material commitments for capital expenditures as
of August 31, 2003.

The Company has a $7,500,000 line
of credit on which there is a $1,800,000 balance outstanding as of August 31,
2003. This is down from the $4,300,000 balance outstanding as of May 31, 2003.
The balance is expected to fall to below $1,000,000 during the second quarter of
the fiscal year ending May 31, 2004 as payments are received from customers for
significant projects that are now completed. The outstanding balance of the line
of credit will fluctuate as the Company's various long-term projects
progress.

Principal maturities of long-term
debt for the remainder of the current fiscal year and the subsequent four years
are as follows: 2004 - $138,000; 2005 - $220,000; 2006 - $231,000; 2007 -
$243,000; and 2008 - $232,000.

Inventory, at $4,455,000 as of
August 31, 2003, is lower by approximately 7% over the prior year-end. Of this,
approximately 85% is work in process, 9% is finished goods, and 6% is raw
materials.

Maintenance and other inventory
represent stock that is estimated to have a product life-cycle in excess of
twelve months. This stock represents certain items that the Company is required
to maintain for service of products sold and items that are generally subject to
spontaneous ordering.

This inventory is particularly
sensitive to technical obsolescence in the near term due to its use in
industries characterized by the continuous introduction of new product lines,
rapid technological advances and product obsolescence. Therefore, management of
the Company has recorded an allowance for potential inventory obsolescence.
Management intends to rework slow-moving inventory, where applicable, to convert
it to product to be used on customer orders.

The provision for potential
inventory obsolescence was $45,000 for the three month period ended August 31,
2003 as it was for the same period last year.

The Company combines the totals of
accounts receivable, the asset "costs and estimated earnings in excess of
billings", and the liability, "billings in excess of costs and estimated
earnings", to determine how much cash the Company will eventually realize from
revenue recorded to date. As the accounts receivable figure rises in relation to
the other two figures, the Company can anticipate increased cash receipts within
the ensuing 30-60 days.

Accounts receivable of $4,740,000
as of May 31, 2003 includes approximately $592,000 of amounts retained by
customers on long-term construction projects. The increase in accounts
receivable over the prior year-end by approximately $520,000 is due to (1)
recently completed long-term projects which have been billed to the customers;
and (2) the advanced stage of completion of many of the long-term contracts
which provide for progress billings to the customers. All of these amounts,
including the retainage, are expected to be collected during the current fiscal
year.

As noted above, the current asset,
"costs and estimated earnings in excess of billings," represents revenues
recognized in excess of amounts billed. Whenever possible, the Company
negotiates a provision in sales contracts to allow the Company to bill and
collect from the customer, payments in advance of shipments. Unfortunately,
provisions such as this are often not possible in certain governmental contracts
and contracts with foreign customers. The $1,157,000 balance in this account at
August 31, 2003 is a 70% decrease from the prior year-end for the same reasons
noted above for the increase in accounts receivable. This entire amount is
expected to be billed during the current fiscal year.

As noted above, the current
liability, "billings in excess of costs and estimated earnings", represents
billings to customers in excess of revenues recognized. The $344,000 balance in
this account at August 31, 2003 is an increase from the $160,000 balance at the
end of the prior year. Final delivery of product under these contracts is
expected to occur during the current fiscal year.

The Company's backlog of sales
orders at August 31, 2003 is $8.1 million, down from the backlog at the end of
the prior year of $9.2 million.

The trend of higher deferred
billings and lower advance billings is expected to continue as the Company's
sales through long-term construction contracts to governmental agencies and
foreign customers continue.

Accounts payable, at $1,328,000 as
of August 31, 2003, is approximately $41,000 less than the prior
year-end.

Commission expense on applicable
sales orders is recognized at the time revenue is recognized. The commission is
paid following receipt of payment from the customers. Accrued commissions as of
August 31, 2003 are $1,271,000. This is approximately $360,000 higher than the
prior year-end. The current accrued amount is expected to be paid during the
fiscal year ending May 31, 2004.

Goodwill represents the excess of
purchase price paid over fair value of net assets acquired. In accordance with
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets", the Company stopped amortizing goodwill effective June 1,
2002. The Company assesses for the potential impairment of goodwill at least
annually by determining whether its carrying amount exceeds its implied fair
value. The Company completed its assessment of goodwill for the year ended May
31, 2003 and determined that an impairment charge was not warranted.

During the three months ended
August 31, 2003, the Company purchased 4,600 shares of its common stock via the
Share Repurchase Program authorized by the Board of Directors. From time to
time, subject to market price, the Company expects to continue reacquiring
shares.

Management believes that the
Company's internally generated cash flows and borrowing capacity under the bank
line of credit will be sufficient to fund ongoing operations, capital
improvements and share repurchases for the fiscal year ending May 31, 2004.



|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. During the three months ended August 31, 2003, 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
      Securities None                                                                                                        
| | ITEM
    4 | Submission of Matters
      to Vote of Securities Holders None                                                                                    
| | ITEM 5     | Other
      Information                                                                                                                           
| |            |                                                                                                                                                   
| |            |                                                                                                                                                   
| |            |                                                                                                                                                   
| |            |                                                                                                                                                   
| |            |                                                                                                                                                   
| | ITEM
6     | Exhibits and Reports
      on Form 8-K                                                                                                            
| |            |                                                                                                                                                   
| | EXHIBITS   |                                                                                                                                                   
| |            |                                                                                                                                                   
| | 10(i)      | Form of Indemnity
      Agreement between the Company and Mark V. McDonough, Chief Financial
      Officer, signed and dated September 8, 2003.   
| | 31(i)      | Certification of Chief Executive Officer pursuant
      to Section 302 of Sarbanes-Oxley Act.                                                     
| | 31(ii)     | Certification of Chief Financial Officer pursuant
      to Section 302 of Sarbanes-Oxley Act.                                                     
| | 32(i)      | Certification of Chief Executive Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      Sarbanes-Oxley Act.
| | 32(ii)     | Certification of Chief Financial Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      Sarbanes-Oxley Act.
| |            |                                                                                                                                                   



|                                    
|------------------------------------
|                                    
|**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 August
31, 2003, and the related condensed consolidated statements of income and cash
flows for the three months ended August 31, 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, 2003, 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 8, 2003, 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, 2003 is fairly stated, in all
material respects, in relation to the balance sheet from which it has been
derived.

Lumsden & McCormick, LLP
Buffalo, New York October 9, 2003