10-QSB Exhibit(3)(vi)

                       TAYLOR DEVICES, INC.

                  EXTRACT OF MINUTES OF MEETING 
                         January 28, 1998    


          RESOLVED, that in accordance with Article VIII, Section
     1 of the Company's By-laws, such By-laws shall be and hereby
     are amended to add the following sections 11 through 13 to
     Article I:

               Section 11.   Notice of Business.  At any
          meeting of shareholders, only such business shall
          be conducted as shall have been brought before the
          meeting (i) by or at the direction of the Board of
          Directors, or (ii) by any shareholder of the
          Corporation who is a shareholder of record at the
          time of the giving of notice provided in this
          Section, and entitled to vote at such meeting, and
          who complies with all notice procedures set forth
          in this Section.  For business to be properly
          brought before a meeting of shareholders by a
          shareholder, the shareholder shall have given
          timely notice thereof in writing to the Secretary. 
          "Timely", for purposes of this Section, shall mean
          that the notice shall be delivered to, or mailed by
          first class United States mail, postage prepaid and
          received at, the principal executive office of the
          Corporation not less than 30 days prior to the
          meeting; provided however, that should less than 40
          days' notice or prior public disclosure of the date
          of the meeting be given or made to shareholders,
          such written notice from the shareholder must be
          delivered or mailed, and presented, not later than
          the close of business on the tenth day following
          the day on which the Notice of Meeting was mailed,
          or such public disclosure was made, whichever first
          occurs.

                    Each notice referred to in the preceding
          paragraph shall set forth, as to each matter the
          shareholder proposes to bring before the meeting,
          (1) a brief description of the business desired to
          be brought before the meeting, the reasons for
          conducting such business at the meeting and, in the
          event that such business includes a proposal to
          amend either the Certificate of Incorporation or
          the By-Laws, the specific text of the proposed
          amendment; (2) the name and the business and
          residence address of the shareholder or
          shareholders proposing such business; (3) the class
          and number of shares of capital stock of the
          Corporation which are beneficially owned by such
          shareholder or shareholders; and (4) a brief
          description of the material interest, if any, of
          such shareholder in such business.

                    Notwithstanding anything in these By-Laws
          to the contrary, any reference in any Notice of
          Meeting of the Shareholders, referring to the
          transaction of "other business", shall be limited
          to procedural matters only, and no item of business
          shall be conducted at a shareholders' meeting,
          except in accordance with this Section.  The
          Chairman of the meeting shall, if the facts
          warrant, determine and declare to the meeting that
          the item of business was not properly brought
          before the meeting or in accordance with this
          Section, and, if the Chairman should so determine,
          shall declare that such item of business shall not
          be transacted.

               Section 12.    Shareholder Nominations. 
          Nominations for the election of directors may be
          made by a shareholder entitled to vote for the
          election of directors only in accordance with these
          By-Laws.  Such nominations must be made by notice
          in writing, delivered or mailed by first class
          United States mail, postage prepaid, to the
          Secretary at the principal executive office of the
          Corporation not less than 30 days prior to any
          meeting of the shareholders called for the election
          of directors; provided, however, that should less
          than 40 days' notice or prior public disclosure of
          the date of the meeting be given or made to
          shareholders, such written nomination by a
          shareholder must be delivered or mailed, and
          presented, not later than the close of business on
          the tenth day following the day on which the Notice
          of Meeting was mailed or such public disclosure was
          made, whichever first occurs.

                    Each notice referred to in the preceding
          paragraph shall set forth, (1) as to each nominee
          proposed in such notice, such person's name, age,
          business address and if, known, residence address,
          together with all information regarding such person
          as would be required to be disclosed in a proxy
          statement soliciting proxies for election of
          directors filed pursuant to Regulation 14A of the
          Securities and Exchange Commission under the
          Securities Exchange Act of 1934, (2) the name,
          business and residence addresses and number of
          shares of the Corporation's capital stock
          beneficially owned by each person making the
          nomination or nominations, and (3) a description of
          all arrangements or understandings between each
          such shareholder and any nominee or any other
          person or persons (naming such person or persons)
          in connection with or relating to the making of the
          nomination or nominations to serve on the Board of
          Directors, if elected.

                    The Chairman of the meeting shall, if the
          facts warrant, determine and declare to the meeting
          that a nomination was not made in accordance with
          the procedures set forth in this Section, and, if
          the Chairman should so determine, shall declare the
          nomination defective and to be disregarded.

               Section 13.    Conduct of Shareholder
          Meetings.  The Board of Directors may, from time to
          time, adopt rules of conduct and proxy review
          guidelines for shareholder meetings.  If any
          provision of such rules of conduct and proxy review
          guidelines shall conflict with the Certificate of
          Incorporation of the Corporation or with these By-Laws,
the Certificate of Incorporation or these By-Laws, as the case may
be, shall control.         
 
     AND it was further

               RESOLVED, that in accordance with Article I,
          Section 13 of the By-Laws, as here amended,
          Guidelines in substantially the form presented to
          this meeting be, and they hereby are, approved,
          ratified and confirmed; and it is further 

               RESOLVED,  that the Secretary of the
          Corporation is hereby directed to (a) file copies
          of the above amendments to the By-Laws and
          Guidelines with the Securities and Exchange
          Commission prior to or with filing of the
          Corporation's Annual Report on Form 10-KSB;  (b)
          place a copy of the By-Laws, as here amended, in
          the Minute Book of the Corporation; and (c) place a
          copy of the Guidelines, as adopted by this meeting
          and as may be amended from time to time, in the
          Minute Book with the By-Laws.

                                    /S/Douglas P. Taylor        
                                       DOUGLAS P. TAYLOR

                                    /s/Richard G. Hill          
                                       RICHARD G. HILL

                                    /s/Joseph P. Gastel         
                                       JOSEPH P. GASTEL

                                    /s/Donald B. Hofmar         
                                       DONALD B. HOFMAR

                                    /s/Randall L. Clark         
                                       RANDALL L. CLARK