WASHINGTON, DC 20549









For quarter ended November 30, 2002

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
      November 30, 2002
|------------------------------------------ |  | --------------------------------------
|Common Stock
      (2-1/2 cents par value) |  | 2,883,998                             







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

|PART I                           | FINANCIAL INFORMATION | PAGE NO.                                                                                                                                                         
|-------------------------------- | --------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                 |                       |                                                                                                                                                                  
|                                 | Item
    1.           | Financial Statements                                                                                                                                             
|                                 |                       |                                                                                                                                                                  
|                                 |                       | Condensed
      Consolidated Balance Sheets November 30, 2002, and May 31, 2002                                                                                  
|                                 |                       |                                                                                                                                                                  
|                                 |                       | Condensed Consolidated Statements of Income for the
      three months ended November 30, 2002 and 2001 and the six months ended
      November 30, 2002 and 2001
|                                 |                       |                                                                                                                                                                  
|                                 |                       | Condensed Consolidated Statements of Cash Flows for
      the six months ended November 30, 2002 and 2001                                                        
|                                 |                       |                                                                                                                                                                  
|                                 |                       | 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       | 12                   
|SIGNATURES                       |                       | 13                                                                                                                                                               
|SECTION 302
      CERTIFICATIONS | 14                   

|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 November 30,                                                                                 | For the six monthsended November
      30,
|                                                     | **2002**                                                                                                                     | 2001                                      
|                                                     |                                                                                                                              |                                           
|                                                     |                                                                                                                              |                                           
|Sales, net                                           | **$3,040,983******                                                                                                           | $3,690,875                                
|                                                     |                                                                                                                              |                                           
|********Cost
      of goods sold                     | **1,638,321**                                                                                                                | 2,077,204                                 
|                                                     |                                                                                                                              |                                           
|                                                     |                                                                                                                              |                                           
|                                                     | **Gross profit**                                                                                                             | **1,402,662******                         
|                                                     |                                                                                                                              |                                           
|                                                     |                                                                                                                              |                                           
|********Selling, general and administrative expenses | **975,967**                                                                                                                  | 1,324,811                                 
|                                                     |                                                                                                                              |                                           
|                                                     | **********Operating income**                                                                                                 | **426,695******                           
|                                                     |                                                                                                                              |                                           
|********Other
      expense, net                     | **69,089**                                                                                                                   | 50,329                                    
|                                                     |                                                                                                                              |                                           
|                                                     | ********Income before provision for income taxes, equity in netincome of affiliate and
      minority stockholder's interest | **357,606**                               
|
|                                                     |                                                                                                                              |                                           
|Provision for income taxes                           | **132,000**                                                                                                                  | 77,400                                    
|                                                     |                                                                                                                              |                                           
|                                                     |                                                                                                                              |                                           
|                                                     | ********Income before equity in net income of affiliate                                                                      | ****                                      
|                                                     | ****and minority
      stockholder's interest                                                                                | **225,606******                           
|                                                     |                                                                                                                              |                                           
|********Equity in net income of affiliate            | **4,689**                                                                                                                    | 13,725                                    
|                                                     |                                                                                                                              |                                           
|                                                     | ********Income before minority stockholder's interest                                                                        | **230,295******                           
|                                                     |                                                                                                                              |                                           
|********Minority stockholder's interest              | **(5,187)**                                                                                                                  | (3,171)                                   
|                                                     |                                                                                                                              |                                           
|                                                     | **Net
      income**                                                                                                         | **$ 225,108**                             
|                                                     |                                                                                                                              |                                           
|                                                     | ********Basic
      and diluted earnings per common share                                                                    | **$ 0.08**                                

*See notes to condensed consolidated
financial statements.*

|TAYLOR DEVICES, INC. AND SUBSIDIARY                      
|---------------------------------------------------------
|                                                         
|**Condensed Consolidated Statements of Cash
      Flows**
|                                                         
|For the six months ended November
    30,                
|                                                         
|**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 November 30, 2002 and May 31, 2002 and the
      results of operations and cash flows for the three and six months ended
      November 30, 2002 and 2001. 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 six month period ended
      November 30, 2002, the profit was divided by 2,883,998, which is net of
      the Treasury shares, to calculate the earnings per share. For the three
      and six month period ended November 30, 2001, the profit was divided by
      2,826,791 to calculate the earnings per share, which is net of the
      Treasury shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | The results of operations for the six
      month period ended November 30, 2002 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 six months ended
      November 30, 2002 and 2001
|----------------------------------------------------------------- | -------------------------------------------------------------------
|                                                                  | 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 | 92,494                                                             
|Provision for income
    taxes                                    |                                                                    
|Income before equity in
      net income of affiliate             |                                                                    
|and minority
      stockholder's interest                         | 39,494                                                             
|Equity in net income of
      affiliate                           |                                                                    
|Minority stockholder's
      interest                             |                                                                    
|Net income                                                        |                                                                    







|TAYLOR DEVICES, INC.       
|---------------------------
|                           
|**Management's Discussion**
|                           

For
the six months ending November 30, 2002, the Company established new record high
figures for operating income and net income. For the three months ending
November 30, 2002, new record highs were set for operating income and net
income.

**For the six months ending November 30,
2002 (**All figures being compared are for the six months ended November
30, 2002 vs. the six months ended November 30, 2001).

Net sales for the first six months of FY 2003
were $7,062,314, representing the second best six month figure in the Company's
history and a 7.5% change compared to last year's record figure of $7,630,938.
The difference in sales revenue is attributable primarily to reduced progress
billings being generated by maturing seismic protection orders and delayed
release of final design specifications on some newer orders. The sales produced
$3,209,173 of gross margin (45.4% of sales) compared to $3,307,771 and 43.3% in
FY2002. In both periods, the gross margin figure represents the composite of
costs calculated for discrete OEM shipments, interim estimates for in-progress
projects and final adjustments for completed projects. The improvement in the
gross margin performance can be attributed primarily to the adjustments made
relative to the final close-out of a long-term progress billed
project.

Selling, general and administrative expenses
were $2,142,121 and 30.3% of sales in the current period compared to $2,380,143
and 31.2 % in the prior year. The improvement in costs and percentage are
largely attributable to reduced royalty, commission and computer consulting
charges offsetting increased insurance, auditing and legal expenses. Net other
expense increased to $144,834 in FY2003 from $97,904 in FY2002 due almost
entirely to increased usage of the Line of Credit to fund certain projects which
do not contain progress payment provisions. This matter is discussed in more
detail later in this report.

Net income improved to a record high $587,494
and $.20 earnings per share, a 4.4% increase over last year's figure of $562,615
and $.20 earnings per share.

**For the three months ending November 30,
2002** (All figures being compared are for three months ended November
30, 2002 vs. the three months ended November 30, 2001).

Net sales in the current period reached a total
of $3,040,98,3, a 17.6% change compared to sales of $3,690,875 reported in
FY2002. The causes of this difference were addressed in the above section. Gross
margin for the period was $1,402,662 and 46.1% of sales compared to $1,613,671
and 43.7% in the prior year, also discussed in the section above.

SG&A expenses totaled $975,967 representing
32.1% of sales compared to $1,324,811 and 35.9% of sales in FY 2002, with the
changes from period to period attributable primarily to variable sales-related
expenses such as commissions, royalties, travel and consulting fees. Net other
expense for FY2003 was $69,089 versus $50,329 in FY2002, with increased interest
expense as the primary contributing factor.

Net income figures for the period were a second
quarter record of $225,108 in FY2003 and $.08 earnings per share, producing a
31.1% improvement over the results in FY2002 of $171,685 and $.06 earnings per
share.

The Company's Balance Sheet remained fairly
stable compared to the May 31, 2002 balances. Inventory increased by about
$208,000 as the Company continued to build standard seismic components. Another
item of note is the Company's adjusted receivable figure, determined by the
total of accounts receivable, costs in excess of billings and billings in excess
of costs. This figure was $8,198,324 at 11/30/02 versus $7,152,209 at 5/31/02,
an indicator of improved cash flow in the near future. Accounts payable declined
by $554,538 and short-term borrowings increased by $451,000 to fund the
increased receivables, inventory and reduced payables. While QII of FY2003 did
not show any change from the recent pattern of increased usage of the Company's
line of credit, management believes this will change in QIII. Delivery of
product to a state-funded project began in QII and the first significant partial
payment was received in late December, with a larger payment scheduled for late
January. Deliveries are scheduled to continue throughout QIII into early QIV,
with payments to continue into early FY2004. Similarly, deliveries to a second
state-funded project are scheduled to begin in QIII and be completed in QIV.
Together, these two projects represent well over half of the total funds due to
the Company and their receipt will have a significant favorable impact on the
Company's balance sheet.

As the Company's markets have shifted from OEM
and long-term defense contracts for discrete parts, the Company has adapted
accordingly. In QII, the Company's principal lender changed the basis on which
it assesses the Company's position and made permanent a significant increase in
the Company's line of credit, and is anticipated to offer the Company increased
flexibility in responding to bids. To address the control and accounting aspects
of this shift, the Company has dedicated considerable effort throughout QI and
QII of FY2003 to the customization of its cost accounting system to meet the
requirements of percentage of completion for accounting purposes.

Early into QIII of FY2003, the Company has
booked several large overseas orders for seismic projects and is in the final
proposal stage for some significant aerospace/defense orders which are
follow-ups to the development phases recently completed. Domestic bid activity
has also returned to previous favorable levels.

Based on the continuing high sales activity and
full use of the manufacturing facility to meet the current firms backlog,
Management believes that the upcoming quarter and full year financial results
should continue to be favorable. While reported revenues could be dependent on
the design release dates of some current and potential orders, the net income
results are anticipated to equal or exceed the results of FY 2002.

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**
|                                         

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; even so, the Company is looking to improve customization of its cost
accounting system to meet the percentage of completion requirements of Statement
of Position 81-1.

(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.

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

| | ITEM
1               | Legal
      Proceedings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                      | The Company is not currently engaged in any
      litigation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ITEM 2               | Changes in
      Securities:
      None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ITEM
3               | Defaults Upon Senior
      Securities:
      None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ITEM
4               | Submission of Matters
      to Vote of Securities Holders:
      The Annual Meeting of Shareholders was
      held on November 1, 2002. The total outstanding number of shares on the
      meeting record date of September 20, 2002 was 2,874,616. A total of
      2,242,216 shares were present in person or by proxy at the meeting. The
      following are the election results for the slate of directors presented by
      management:
      A Class 1 Director of the Company was
      elected to serve a three year term expiring in 2005.
      Joseph P. Gastel - 2,240,902 shares voted
      *for*and 1,314 shares *withheld*.
| | ITEM 5               | Other
      Information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                      | For the period
      9/1/02 to 11/30/02, changes in the Company's outstanding shares are as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                      | A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                      | B.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ITEM
6               | Exhibits and Reports
      on Form 8-K:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Exhibit
      (3)(i) |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Exhibit
      99.1   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Exhibit 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 November 30, 2002,
and the related condensed consolidated statements of income and cash flows for
the three and six months ended November 30, 2002 and 2001. 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, LLP Buffalo, New YorkJanuary 10, 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: | January 14, 2003
|-- | -------------------------------------------------------------------------------------------- |  | ----- | ----------------
|   | Douglas P. Taylor President Chairman of the Board of Directors (Principal Executive Officer) |  |       |                 

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

|By | s/Kenneth G. Bernstein                                                            |  | Date: | January 14, 2003
|-- | --------------------------------------------------------------------------------- |  | ----- | ----------------
|   | Kenneth G. Bernstein
      Treasurer (Principal Financial and Accounting Officer) |  |       |                 







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

**PURSUANT TO SECTION 302 OF THE**

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: January
      14, 2003 | By: | s/ Douglas P.
  Taylor                   
|---------------------------- | --- | -----------------------------------------
|                             |     | Douglas P. Taylor Chief Executive Officer



****

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





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: January 14, 2003 | By: | s/ Kenneth G.
  Bernstein                         
|-------------------------- | --- | --------------------------------------------------
|                           |     | Kenneth G. Bernstein Chief
      Financial Officer

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