WASHINGTON, DC
20549

FORM 10-QSB



QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE



SECURITIES EXCHANGE ACT OF 1934



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 |  | 
|--- | - |  | -- |  | 





|CLASS                               |  | Outstanding at
      February 28, 2002
|----------------------------------- |  | --------------------------------------
|Common Stock(2-1/2 cents par value) |  | 2,849,144                             







---

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

|PART I                     | FINANCIAL INFORMATION | PAGE NO.                                                                                                                                                                             
|-------------------------- | --------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           |                       |                                                                                                                                                                                      
|                           | Item
    1.           | Financial Statements                                                                                                                                                                 
|                           |                       |                                                                                                                                                                                      
|                           |                       | Condensed
      Consolidated Balance Sheets as of February 28, 2002, and May 31,
      2001                                                                                          
|                           |                       |                                                                                                                                                                                      
|                           |                       | Condensed Consolidated Statements of Income for
      three months ended February 28, 2002 and February 28, 2001, and nine
      months ended February 28, 2002 and February 28, 2001
|                           |                       |                                                                                                                                                                                      
|                           |                       | Condensed Consolidated Statements of Cash Flows for
      nine months ended February 28, 2002 and February 28, 2001                                                                  
|                           |                       |                                                                                                                                                                                      
|                           |                       | Notes to Condensed Consolidated Financial
      Statements                                                                                                                           
|                           |                       |                                                                                                                                                                                      
|                           | Item
    2.           | Management's Discussion and
      Analysis of the Financial Condition and Results of Operations                                                                                      
|                           |                       |                                                                                                                                                                                      
|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 | 11                   
|SIGNATURES                 |                       | 12                                                                                                                                                                                   

---

|TAYLOR DEVICES, INC. AND
      SUBSIDIARY        
|-------------------------------------------------
|                                                 
|                                                 
|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
      months ended February 28,                                                                                 | For the nine months ended February 28,
|                                                               
|                                                                | **2002**                                                                                                                      | 2001                                  
|                                                                |                                                                                                                               |                                       
|                                                                |                                                                                                                               |                                       
|****Sales, net                                                  | **$4,140,156******                                                                                                            | $3,623,158                            
|                                                                |                                                                                                                               |                                       
|********Cost
      of sales                                     | **2,435,261**                                                                                                                 | 2,232,580                             
|                                                                |                                                                                                                               |                                       
|                                                                | **********Gross profit**                                                                                                      | **1,704,895******                     
|                                                                |                                                                                                                               |                                       
|********Selling, general and administrative expenses            | **1,209,542**                                                                                                                 | 859,753                               
|                                                                |                                                                                                                               |                                       
|                                                                | **********Operating income**                                                                                                  | **495,353******                       
|                                                                |                                                                                                                               |                                       
|********Other expense,
      net                                | **54,314**                                                                                                                    | 18,020                                
|                                                                |                                                                                                                               |                                       
|                                                                | ********Income before provision for income taxes, equity in net income of
      affiliate and minority stockholder's interest | **441,039**                           
|
|
|                                                                |                                                                                                                               |                                       
|Provision for income
      taxes                                | **168,000**                                                                                                                   | 172,700                               
|                                                                |                                                                                                                               |                                       
|                                                                | ********Income before equity in net income of affiliate                                                                       | ****                                  
|                                                                | ****and minority
      stockholder's interest                                                                                 | **273,039******                       
|                                                                |                                                                                                                               |                                       
|********Equity in net income of affiliate                       | **9,305**                                                                                                                     | 8,666                                 
|                                                                |                                                                                                                               |                                       
|                                                                | ********Income before minority stockholder's interest                                                                         | **282,344******                       
|                                                                |                                                                                                                               |                                       
|********Minority stockholder's interest                         | **(4,389)**                                                                                                                   | (7,707)                               
|                                                                |                                                                                                                               |                                       
|                                                                | **Net
      income**                                                                                                          | **$ 277,955**                         
|                                                                |                                                                                                                               |                                       
|                                                                | ********Basic
      and diluted earnings per common share                                                                     | **$ 0.10**                            
|                                                                |                                                                                                                               |                                       
|See notes to
      condensed consolidated financial statements. |                                                                                                                               |                                       
|                                                                |                                                                                                                               |                                       

---

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



---

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



|1. | The accompanying unaudited condensed consolidated
      financial statements have been prepared in accordance with accounting
      principles generally accepted in the United States of America for interim
      financial information and with the instructions to Form 10-QSB and
      Regulation S-B. Accordingly, they do not include all of the information
      and footnotes required by accounting principles generally accepted in the
      United States of America for complete financial statements. In the opinion
      of the Company, the accompanying unaudited condensed consolidated
      financial statements contain all adjustments (consisting of only normal
      recurring accruals) necessary to present fairly the financial position as
      of February 28, 2002 and May 31, 2001 and the results of operations and
      cash flows for the three and nine months ended February 28, 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, 2001.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|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 nine month period ended February
      28, 2002, the profit was divided by 2,849,144 shares, which is net of the
      Treasury shares, to calculate the earnings per share. For the nine month
      period ended February 28, 2001, the profit was divided by 2,782,661 shares
      to calculate the earnings per share, which is net of the Treasury
      shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | The results of operations for the nine
      month period ended February 28, 2002 are not necessarily indicative of the
      results to be expected for the full
year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

|TAYLOR DEVICES,
  INC.                                                                                              
|--------------------------------------------------------------------------------------------------------------------
|                                                                                                                    
|**Management's Discussion and
      Analysis of the F****inancial Condition********and Results of
      Operations**
|                                                                                                                    

**Cautionary Statement**

The Private Securities Litigation Reform Act of
1995 provides a "safe harbor" for forward-looking statements. Certain matters
discussed in this section and elsewhere in this report, which are not historical
facts, are forward-looking statements. Words such as "expects," "intends,"
"believes," "anticipates," "estimates," "assumes," and analogous expressions are
intended to identify forward-looking statements. As such, these statements
involve risks and uncertainties including, but not limited to, economic
conditions, product demand and industry capacity, competition, pricing
pressures, the need for the Company to keep pace with customer needs and
technological developments, and other factors, many or all of which may be
beyond the control of the Company. The following is management's discussion and
analysis of certain significant factors which have affected the Company's
earnings during the periods included in the accompanying condensed consolidated
statements of income.

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

|                                                                                                       | Comparison of the nine months endedFebruary 28, 2002 and
      February 28, 2001
|------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------
|                                                                                                       |                                                                                 
|                                                                                                       | Increase (Decrease)                                                             
|Net sales                                                                                              |                                                                                 
|Cost of sales                                                                                          |                                                                                 
|Selling, general and
      administrative expenses                                                     |                                                                                 
|Other expense,
    net                                                                                 |                                                                                 
|Income before taxes,
      equity in net income of affiliate and minority stockholder's
      interest |                                                                                 
|Provision for income
      taxes                                                                       |                                                                                 
|Income before equity in
      net income of affiliate and minority stockholder's interest              |                                                                                 
|Equity in net income of
      affiliates                                                               |                                                                                 
|Minority stockholder's
      interest                                                                  |                                                                                 
|Net income                                                                                             |                                                                                 



---

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

The Company's net
sales for the nine month y-t-d and three month periods achieved new record
levels. Shipments were predominantly for seismic protection products for both
domestic and foreign civil engineering and construction projects.

**FOR THE NINE MONTHS ENDED FEBRUARY 28,
2002** (all figures being compared are for nine months y-t-d FY2002 vs.
nine months y-t-d FY2001)

Net Sales for the first nine months of Fiscal
Year 2002 were a nine month year-to-date record high of $11,771,094,
representing a 32.1% increase over the prior year's figure $8,913,431. This
improvement was attributable primarily to higher progress billings against some
of the large seismic products orders in the backlog. In the current period,
Gross Margin was recorded at $5,012,666 and 42.6% of sales, compared to Gross
Margin of $3,521,166 and 39.5% of sales for FY01. 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. Much of the improvement in the gross margin performance can
be attributed to an extended period of favorable labor and material handling
overhead rates generated by the high level of activity being experienced by the
Company.

Selling, General and Administrative Expenses
were $3,589,685 and 30.5% of sales in the current period compared to $2,484,859
and 27.9% in the prior year. Of the approximately $1,105,000 increase in
SG&A expense, approximately $900,000 was generated by sales/marketing
related items such as commissions, royalties, advertising and consultant fees.
Net Other Expense increased to $152,218 from $91,379 due primarily to the
continued increased usage of the Line of Credit to fund certain larger projects
which do not contain progress payment provisions.

Net Income improved to a record high $840,570
and $.30 earnings per share, a 36.5 % increase over last year's figure of
$615,702 and $.22 earnings per share.

**FOR THE THREE MONTHS ENDED FEBRUARY 28,
2002** (all figures being compared are for three months ended 02/28/02
vs. the three months ended 02/28/01)

Net Sales in the current period reached a
record-high $4,140,156, a 14.3% increase over the $3,623,158 figure recorded in
the second quarter of last year. Gross Margin for the period was $1,704,895 and
41.2% of sales versus last year's figures of $1,390,578 and 38.4% of sales. As
discussed in the year-to-date section above, the improvement in revenues and
gross margin performance was generated primarily by increased progress billings
against seismic product orders. The Company also continued to experience
favorable overhead conditions in the third quarter.

SG&A expenses totaled $1,209,542
representing 29.2% of sales compared to $859,753 and 23.7% of sales for FY2001,
with most of the change from period to period attributable, as discussed above,
primarily to variable, sales/marketing related expenses such as commissions,
royalties and consulting fees. Also impacting SG&A in the third quarter of
FY02 were expenses incurred during the conversion of the Company's EDP system to
a Windows platform. Net Other Expense for FY02 was $54,314 compared to $18,020
with the change generated primarily by the Line of Credit usage referenced
above.

Net Income figures for the period were $277,955
and $.10 earnings per share compared to the results of $341,064 and $.12 per
share for FY01.

The Company's Balance sheet continues to reflect
the Company's commitment to preeminence in its portion of the seismic protection
products market. During the course of FY2002 the Company has engaged in a
simultaneous program towards completion of the existing seismic orders in the
backlog (consisting primarily of custom items) and building a stock of
components designed for use in a standardized series of seismic protection
products. Procurement of components and services from outside sources reached a
record level in the third quarter of FY02 and have generated higher figures in
the Inventory and Accounts Payable categories. The combination of lower
procurement levels in the fourth quarter and the likely initial shipments of
some of the standardized components against existing orders should bring
Inventory and A/P back closer to historically normal levels. .

The upgrade/expansion of the Company's physical
plant, initiated in Fiscal Year 2001 is functionally complete. Equipment that
will improve production efficiency has been received and should be ready in time
to facilitate shipments prior to the end of FY02.

The product mix in the Company's backlog
continues to shift towards seismic protection products. Although there has been
a modest increase in activity for defense related items, there has also been
lower activity in the Company's standard lines related to the steel industry. In
addition, the Company's primary markets, civil engineering projects in
California and the Pacific Rim nations, have been relatively quiet for the past
few months due seemingly to economic conditions. The Company's sales staff is
seeing signs of revival in these markets and is experiencing increased inquiry
activity.

For the remainder of FY02 (and into FY03) the
Company will be absorbing a significantly higher insurance expense due to the
well-publicized reasons impacting all companies in general and our industry in
particular. Fourth quarter shipments against the current backlog will likely
produce a new record shipments figure for the Company. Based on the projected
profitability of the quarter's shipments and continued efficient usage of the
expanded facilities, Management believes that the full year financial results
should continue to be favorable.

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.                    
|----------------------------------------
|                                        
|**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: None                                       
|ITEM 5 | Other
      Information:                                                                              
|       | For the period 12/01/01 to 02/28/02, changes in the
      Company's outstanding shares are as follows:
|       |                                                                                                       
|       |                                                                                                       
|       |                                                                                                       
|       |                                                                                                       
|ITEM
6 | Exhibits and Reports
      on Form 8-K:None                                                           



---

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



********The
Board of Directors and Stockholders Taylor Devices, Inc.



We have reviewed the condensed consolidated
balance sheet of Taylor Devices, Inc. and Subsidiary as of February 28, 2002,
and the related condensed consolidated statements of income and cash flows for
the three and nine months ended February 28, 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, 2001, 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 2, 2001,
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, 2001 is fairly stated, in all material respects, in
relation to the balance sheet from which it has been derived.

Lumsden & McCormick, LLPBuffalo, New York****April 2, 2002

---

|              
|--------------
|**Signatures**
|              

Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

|TAYLOR DEVICES, INC.
|--------------------
|(Registrant)****    

|By**** | ****/s/Douglas P. Taylor****                                                                                                       | **** | ****Date**** | ****April 10,
      2002****
|------ | ---------------------------------------------------------------------------------------------------------------------------------- | ---- | ------------ | ----------------------------
|****   | ****Douglas
      P. Taylor**** President**** Chairman of the Board of
      Directors**** (Principal Executive
      Officer)**** |      |              |                             

| | ************AND**** | **** |  | 
| | ------------------- | ---- |  | 
| |                     |      |  | 

|****************By**** | ****/s/Kenneth G.
      Bernstein****                                                                   | **** | ****Date**** | ****April 10,
      2002****
|---------------------- | ------------------------------------------------------------------------------------------------------- | ---- | ------------ | ----------------------------
|****                   | ****Kenneth
      G. Bernstein**** Treasurer**** (Principal Financial and Accounting
      Officer)**** |      |              |