SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
                          FORM 10-QSB

       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934


For quarter ended August 31, 1997

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             (I.R.S. Employer
incorporation or organization)            Identification Number)  



90 TAYLOR DRIVE, NORTH TONAWANDA, NEW YORK             14120-0748
Address of principal executive offices                   Zip Code

Registrant's telephone number, including area code -   716-694-0800


Indicate by check mark whether the registrant (1) has filed all
annual, quarterly, and other reports required to be filed with all
the Commission and (2) has been subject to the filing requirements
for at least the past 90 days.  

Yes  X   No    

Indicate the number of shares outstanding, of each of the Issuer's
classes of common stock as of the close of the period covered by
this report.



        CLASS                       Outstanding at August 31, 1997
      Common Stock                            2,749,667
(2-1/2 cents par value)

                          FORM 10-QSB
                  TAYLOR DEVICES, INC. - INDEX


PART I - FINANCIAL INFORMATION
                                                                 
                                                         PAGE NO.

     Item 1.   Financial Statements                              

               Consolidated Condensed Balance Sheets            3
               August 31, 1997, and May 31, 1997

               Consolidated Condensed Statements of Income      4
               for three months ended August 31, 1997 and
               August 31, 1996

               Consolidated Statement of                        5
               Cash Flows - three months ended
               August 31, 1997 and August 31, 1996

               Notes to Consolidated Condensed Financial        6
               Statements                                        

     Item 2.   Management's Discussion and Analysis of the      7
               Financial Condition and Results of Operations     


PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                10

     Item 2.   Changes in Securities                           10

     Item 3.   Defaults upon Senior Securities                 10

     Item 4.   Submission of Matters to Vote of Security
               Holders                                         10

     Item 5.   Other Information                               10

     Item 6.   Exhibits and Report on Form 8-K                 10

SIGNATURES                                                     11

                          FORM 10-QSB
       TAYLOR DEVICES, INC. - CONSOLIDATED BALANCE SHEET
                                 
     ASSETS                              8/31/97        5/31/97
Current
  Cash                                 $  608,891     $1,096,456
  Funds Held By Trustee                    - 0 -         108,041
  Trade Accounts Receivable             1,933,722      1,423,829
  Inventories                           2,339,608      2,412,265
  Prepaid and Refundable Income Taxes     (79,804)        57,630
  Prepaid Expenses                        104,551        130,258
      Total Current Assets             $4,906,968     $5,228,479

Investments - Affiliate, at equity        202,512        194,922

Property and Equipment - Net            2,536,029      2,564,613

Other Assets       
  Other                                   469,345        353,070
     Total Other Assets                $  469,345     $  353,070

TOTAL ASSETS                           $8,114,854     $8,341,084

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current
  Current Portion of Long Term Debt    $  346,237      $ 352,685
  Payables -   Trade                      928,236        989,077
          Affiliate-Current                71,557         69,487
          Construction-in-Progress         - 0 -          - 0 -
  Accrued Income Tax                      (21,814)        99,462
  Accrued Expenses                        265,449        438,745
  Advanced Payments - Customers           399,421        419,901
     Total Current Liabilities         $1,989,086     $2,369,357

Non Current
  Long Term Debt                       $1,487,278     $1,457,714
  Deferred Income Tax                      - 0 -           - 0 -
     Total Non Current Liabilities     $1,487,278     $1,457,714

Minority Stockholders' Interest        $  250,293     $  255,585

     STOCKHOLDERS' EQUITY
  Common Stock, par value $.025 a                                
                                     
  share, authorized 8,000,000 shares   $   68,742     $   68,536
  Paid - In Capital                     2,511,120      2,468,888
  Retained Earnings                     1,891,488      1,801,096

Less: Cost of Treasury Stock:
  28,442 & 22,607 shares respectively      83,153         80,092
TOTAL STOCKHOLDERS' EQUITY             $4,388,197     $4,258,428

TOTAL LIABILITIES & STOCKHOLDERS'      $8,114,854     $8,341,084
EQUITY

                          FORM 10-QSB
                      TAYLOR DEVICES, INC.
           CONSOLIDATED CONDENSED STATEMENT OF INCOME

                                     THREE MONTHS ENDED AUGUST 31
                                                                 
                                             1997         1996

NET SALES                                $2,497,912    $2,083,419 

COST OF PRODUCT SOLD                       1,746,589     1,395,243
     Gross Profit                        $  751,323    $  688,176


EXPENSES

Selling and Administrative                 579,362       554,026

Profit (loss) from Operations            $ 171,961    $  134,150


OTHER INCOME/(EXPENSE)
     Rental - Affiliates                 $   2,500     $   2,500
     Miscellaneous                           1,367        12,382
     Interest                              (33,309)      (38,120)
NET OTHER                                 $ (29,442)    $ (23,238)

NET INCOME BEFORE
PROVISION FOR TAXES                      $  142,519    $ 110,912
     Provision for Income Taxes              54,425       39,400

INCOME BEFORE EQUITY IN EARNINGS
OF AFFILIATES                                88,094       71,512

EQUITY IN EARNINGS OF AFFILIATES              7,590        5,155

NET INCOME BEFORE MINORITY
STOCKHOLDERS' INTEREST                    $  95,684   $   76,677
     Minority Stockholders' Interest          5,292        6,048

NET INCOME                               $   90,392   $   70,619

Earnings Per Share                       $      .03   $      .02



                          FORM 10-QSB
                      TAYLOR DEVICES, INC.
             CONSOLIDATED STATEMENTS OF CASH FLOWS

                                     THREE MONTHS ENDED AUGUST 31
                                                1997      1996
Cash Flows From Operating Activities         $ 90,392   $ 70,619
 Net income
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
   Depreciation and amortization                65,280    46,311
   Equity in net income of affiliate             (20,190)  (20,437)
   Increase in cash value - life insurance        -0-       -0-
   Deferred income taxes                          -0-       -0-
   Tax benefit - stock option plan                -0-       -0-
   Minority stockholder's interest               5,292     6,048
   Common stock issued, charged to
    compensation expense, net                     -0-       -0-
   Interest income - funds held by trustee
   Changes in:
    Receivables                                (405,063) (318,941)
    Inventories                                140,157     5,071
    Prepaid expenses                             (1,251)   (3,328)
    Payables - trade                            (262,387) (135,941)
    Payables - affiliates                       33,304    29,250
    Advance payments, customer                  20,479   229,511
    Accrued income taxes                       (65,992)   34,400
    Accrued expenses                            (11,677)  (29,939)
     Net cash provided by operating
       activities                             (411,656)  (87,376)
Cash Flows From Investing Activities
 Acquisition of property and equipment          (32,445)   (33,001)
 Proceeds from sale of tax free money fund
  held by trustee                                -0-        -0-
 Cash received from trustee                      -0-        -0-
 Cash remitted to trustee                      (30,000)   (35,000)
     Net cash used for investing activities    (62,445)   (68,001)
Cash Flows From Financing Activities
 Financing costs paid                            -0-        -0-
 Borrowings - bank demand notes                  -0-        -0-
 Repayments - bank demand notes                  -0-        -0-
            - long-term debt                  (52,842)   (42,499)
 Proceeds from issuance of common stock
  - employee stock purchase plan               18,191     23,144
  - exercise of stock options                  21,187     14,066
     Net cash used for financing activities   (13,464)    (5,289)
     Net increase/(decrease) in cash and   
      cash equivalents                       (487,565)  (160,666)
Cash and Cash Equivalents Balance at
   Beginning of Year                        1,096,456    913,284
Cash and Cash Equivalents Balance at
   End of Period                              608,891    752,618


                          FORM 10-QSB
                      TAYLOR DEVICES, INC.
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENT

1.  In opinion of the Company, the accompanying unaudited
    consolidated condensed financial statements contain all
     adjustments necessary to present fairly the financial position
    as of August 31, 1997 and May 31, 1997 and the results of
    operations for the three months ended August 31, 1997 and
    August 31, 1996 and changes in financial position for the
    three months then ended.

2.  There is no provision nor shall there be any provisions for
     profit sharing, dividends, or any other benefits of any nature
    at any time for this fiscal year.

3.  For the three month period ended August 31, 1997, the profit
    was divided by 2,749,667 to calculate the earnings per share.
    For the three month period ended August 31, 1996, the profit
    was divided by 2,687,424 to calculate the earnings per share.

4.  The results of operations for the three month period ended
    August 31, 1997 are not necessarily indicative of the results
    to be expected for the full year.

                          FORM 10-QSB
                      TAYLOR DEVICES, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.  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.

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 consolidated
condensed 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:

                                Comparisons of three months ended
                                August 31, 1997 - August 31, 1996
                                       Increase  (decrease)

Net Sales                                   $  414,493

Cost of Sales                                  351,346

Selling, General and
  Administrative Expenses                       25,336

Other Expenses                                   - 0 -

Other Income                                   (11,015)

Interest Expense                                (4,811)

Net Profit Before Tax and
  Minority Shareholders' Interest               31,607

Provision for Income Tax                        15,025

Net Profit Before Equity in
  Earnings of Affiliates                        16,582

Equity in Earnings of Affiliates                 2,435
Minority Stockholders' Interest                   (756)
Net Income                                  $   19,773


                           FORM 10-QSB
                       TAYLOR DEVICES, INC.
                 MANAGEMENT'S DISCUSSION (CON'T)

The Company posted record first quarter revenues of $2,497,912 in
the three months ending 8/31/97 (QI98).  This figure, along with a
reduced Selling, General and Administrative (SGA) expense
percentage, helped produce a 28% increase in net income.  A
substantial influx of orders for seismic damping products, both
foreign and domestic, has taken the backlog to approximately
$10,000,000.

Shipments for QI98 were $2,497,912, a 19.8% increase over the
figure of $2,083,419 for FY98.  The QI98 figure included
significant progress billings against large seismic projects due
for completion prior to the end of the fiscal year.  QI98 shipments
produced a gross margin of $731,323 and 30.1% compared to $688,176
and 33.0% in QI97.  Although some of the gross margin percentage
difference is attributable to shifts in the standard product mix,
most is attributable to the conservative estimated gross margins
taken by the Company on progress billings.

SGA expenses were $579,362 and 23.2% of net sales in QI98 versus
$554,026 and 26.6% in QI97.  This improvement stems primarily from
reduced consulting expenses related to the Company's Management
Information System (MIS), reduced royalty expenses as a function of
the product mix, and lowered internal and external commission
expenses.

Operating Income for QI98 was $171,961, 6.9% of net sales, compared
to the QI97 figure of $134,150 or 6.4% of net sales.  This
improvement, in dollars and percent is attributable to the improved
sales volume and lowered percentage of SGA expenses.

Net Other expenses increased slightly, the result of improved
interest expense and lowered miscellaneous income as the bad debt
recovery of QI97 was not repeated in QI98.  Net Income before taxes
was $142,519 or 5.7% of net sales in QI98, compared to $110,912 and
5.3% in QI97.  Equity earnings and Minority Shareholder expense
remained stable from year to year, resulting in QI98 Net Income of
$90,392 which is 3.6% of net sales, and $.033 earnings per share.
In QI97, these figures were $70,619 or 3.4%, and $.0263 earnings
per share.

As projected in the 10-KSB at 5/31/97, the Company's cash balance
has declined as progress is made on fulfilling a large seismic 


                           FORM 10-QSB
                       TAYLOR DEVICES, INC.
                 MANAGEMENT'S DISCUSSION (CON'T)

order.  Payment for the project is due in the third quarter of FY98
and should restore the cash balance to the levels experienced over
the past two fiscal years.  This same project has elevated the
Trade Accounts Receivable figure to a level somewhat higher than
generally experienced, but this figure, too, should return to more
normal levels late in the third quarter of FY98.  All other areas
of the balance sheet remained at normal levels at 8/31/97.

The ensuing months of FY98 will see the Company undertaking its
second large facilities expansion in three years.  A stand-alone
building of approximately 8,500 square feet will be erected
adjacent to the Company's main manufacturing plant.  This new
facility will be primarily dedicated to the assembling and testing
of large units manufactured for seismic protection orders.  The
cost of the new facility is expected to approach $500,000 which the
Company plans to fund conventionally.  This facility is being built
in response to the delivery and testing requirements that the
Company's sales force is observing in the seismic protection
market.

At this point in FY98, Company Management anticipates FY98 results
will approach, and likely exceed, the FY97 Company record figures
in Net Sales and Operating Income.  Net Income and earnings per
share should, likewise, approach or exceed the FY97 figures but may
not, due to a full tax burden, exceed the Company record figures
established in (tax-sheltered) FY96.


                          FORM 10-QSB
                      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 

          In the period 6/1/97 to 8/31/97, the Company's reported
          total of outstanding shares increased by 8,222 as
          itemized below:

               1.   Employee Stock Ownership Plan      4,547
               2.   Director Stock Option Plan         3,675
                                                       8,222


     ITEM 6   Exhibits and Reports of Form 8-K - None


                          FORM 10-QSB
                      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  10/10/96       

     Douglas P. Taylor
     Chairman of the Board of Directors
     President
     (Principal Executive Officer)

          AND

By    /s/ Kenneth G. Bernstein               Date  10/10/96      
     Kenneth G. Bernstein
     Treasurer &
     Chief Accounting Officer