EX-3.(i)(viii)

                    CERTIFICATE OF AMENDMENT 
                                OF
                  CERTIFICATE OF INCORPORATION 
                                OF
                       TAYLOR DEVICES, INC.

        under Section 805 of the Business Corporation Law




     FIRST:    The name of the corporation is TAYLOR DEVICES,
INC. (the "Corporation").

     SECOND:   The Certificate of Incorporation of the
Corporation was filed by the Department of State on July 22,
1955.

     THIRD:    The Certificate of Incorporation is hereby amended
by addition of a provision stating the number, designation,
relative rights, preferences and limitations of Preferred Shares
of a series of the par value $.05 each, as fixed by the Board of
Directors before the issuance of such series, under authority
contained in the Certificate of Incorporation.

          Five thousand (5,000) authorized Preferred Shares of
the par value of $.05 each, none of which has been issued, shall
be issued in and as a series to be designated, "Series A Junior
Participating Preferred Stock."  The term Preferred Shares, as
used herein shall include all 2,000,000 of the Preferred Shares,
$.05 par value, authorized by the Certificate of Incorporation of
the Corporation, of which "Series A Junior Participating
Preferred Stock" is the first series.   

          The designation, relative rights, preferences, and
limitations of all shares of Series A Junior Participating
Preferred Stock, insofar as not already fixed by the Certificate
of Incorporation, shall, as fixed by the Corporation's Board of
Directors in the exercise of authority conferred by the
Certificate of Incorporation, and as permitted by Section 502 of
the Business Corporation Law, be, as follows:

          Section 1.     NUMBER AND DESIGNATION.  There is hereby
     authorized for issuance as a series of the Corporation's
     Preferred Shares, par value $.05 per share, five thousand
     (5,000) shares to be designated as "Series A Junior
     Participating Preferred Stock" (hereinafter, "Series A
     Preferred Stock").

          Section 2.     DIVIDENDS, DISTRIBUTIONS.

               (a)  Subject to the prior and superior rights of
     the holders of shares of any other class of capital stock
     not by its terms ranking on a parity with, or junior to, the
     Series A Preferred Stock with respect to dividends, the
     holders of Series A Preferred Stock shall be entitled to
     receive, when and as declared by the Board of Directors, out
     of the assets of the Corporation legally available therefor,
     quarterly dividends payable in cash in an amount per whole
     share of Series A Preferred Stock equal to the greater of
     (1) 25% of the Purchase Price (the "Purchase Price"), as
     adjusted, per unit of one two-thousandths (1/2000) of a
     share of Series A Preferred Stock, as set forth in the
     Rights Agreement (the "Rights Agreement") between the
     Corporation and Regan & Associates, Inc., as Rights Agent,
     dated as of October 5, 1998 (so that, for example, if the
     Purchase Price, as adjusted, were $5.00, the quarterly
     dividend amount per whole share of Series A Preferred Stock
     would be $1.25, which would equal a quarterly dividend of
     $0.000625 per unit of one two-thousandths (1/2000) of a
     share of Series A Preferred Stock), and (2) dividends
     payable in cash on the payment date for each cash dividend
     (if any) declared on the Corporation's Common Stock in an
     amount per whole share (rounded to the nearest cent) equal
     to the Formula Number then in effect times the cash
     dividends then to be paid on each outstanding share of
     Common Stock, payable on the date declared by the Board of
     Directors for the payment of quarterly dividends on each of
     the outstanding shares of Common Stock, but in no event
     later than the 15th day of March, June, September and
     December in each year (each such date being referred to
     herein as a "Quarterly Dividend Payment Date"), commencing
     on the first Quarterly Dividend Payment Date after the first
     issuance of a share or a fraction of a share of Series A
     Preferred Stock, since the immediately preceding Quarterly
     Dividend Payment Date or, with respect to the first
     Quarterly Dividend Payment Date, since the first issuance of
     any share or fraction of a share of Series A Preferred
     Stock. In addition, if the Corporation shall pay any
     dividend or make any distribution on its Common Stock
     payable in assets, securities or other forms of noncash
     consideration (other than dividends or distributions payable
     solely in Common Stock), then, in each such case, the
     Corporation shall simultaneously pay or make on each
     outstanding share of Series A Preferred Stock, a dividend or
     distribution in like kind, of the Formula Number then in
     effect times such dividend or distribution on each of the
     shares of Common Stock. As used herein, the "Formula Number"
     shall be 2,000; provided, however, that if at any time after
     October 5, 1998, the Corporation shall (i) declare or pay
     any dividend on its Common Stock payable in Common Stock or
     make any distribution on its Common Stock payable in Common
     Stock, (ii) subdivide (by a stock split or otherwise) the
     outstanding Common Stock into a larger number of shares of
     Common Stock or (iii) combine (by a reverse stock split or
     otherwise) the outstanding Common Stock into a smaller
     number of shares of Common Stock, then in each such event
     the Formula Number shall be adjusted to a number determined
     by multiplying the Formula Number in effect immediately
     prior to such event by a fraction, the numerator of which is
     the number of shares of Common Stock that are outstanding
     immediately after such event and the denominator of which is
     the number of shares that are outstanding immediately prior
     to such event (and rounding the result to the nearest whole
     number); and provided further that if at any time after
     October 5, 1998, the Corporation shall issue any shares of
     its capital stock in a reclassification or change of the
     outstanding Common Stock (including any such
     reclassification or change in connection with a merger in
     which the Corporation is the surviving corporation), then in
     such event the Formula Number shall be appropriately
     adjusted to reflect such reclassification or change.

               (b)  The Board of Directors shall declare a
     dividend or distribution on the Series A Preferred Stock as
     provided in Section 2(a) above immediately prior to or at
     the same time it declares a dividend or distribution on the
     Common Stock (other than a dividend or distribution payable
     solely in Common Stock). The Board of Directors may fix a
     record date for the determination of holders of Series A
     Preferred Stock entitled to receive a dividend or
     distribution declared thereon, which record date shall be
     the same as the record date for any corresponding dividend
     or distribution on the Common Stock.

               (c)  Dividends shall begin to accrue and be
     cumulative on outstanding shares of Series A Preferred Stock
     from and after the Quarterly Dividend Payment Date next
     preceding the date of original issue of such Series A
     Preferred Stock; provided, however, that dividends on such
     shares which are originally issued after the record date for
     the determination of holders of Series A Preferred Stock
     entitled to receive a quarterly dividend and on or prior to
     the next succeeding Quarterly Dividend Payment Date shall
     begin to accrue and be cumulative from and after such
     Quarterly Dividend Payment Date. Notwithstanding the
     foregoing, dividends on shares of Series A Preferred Stock
     which are originally issued prior to the record date for the
     first Quarterly Dividend Payment, shall be calculated as if
     cumulative from and after the date (if any) declared by the
     Board of Directors for the payment of the quarterly dividend
     on the outstanding Common Stock, but in no event later than
     the 15th day of March, June, September and December, as the
     case may be, next preceding the date of original issuance of
     such shares. Accrued but unpaid dividends shall not bear
     interest. Dividends paid on the Series A Preferred Stock in
     an amount less than the total amount of such dividends at
     the time accrued and payable on such shares shall be
     allocated pro rata on a share-by-share basis among all such
     shares at the time outstanding.

               (d)  So long as any shares of Series A Preferred
     Stock are outstanding, no dividends or other distributions
     shall be declared, paid or distributed, or set aside for
     payment or distribution, on the Common Stock unless, in each
     case, the dividend required by this Section 2 to be declared
     on the shares of Series A Preferred Stock shall have been
     declared and paid or distributed.

               (e)  The holders of shares of Series A Preferred
     Stock shall not be entitled to receive any dividends or
     other distributions, except as provided herein.

               (f)  Nothing in this Certificate of Incorporation
     shall require the Corporation to pay any dividend on Common
     Stock.

          Section 3.     VOTING RIGHTS. The holders of shares of  
     Series A Preferred Stock shall have the following voting     
   rights:

               (a)  Each holder of a whole share of Series A
     Preferred Stock shall be entitled to a number of votes equal
     to the Formula Number then in effect for each share of
     Series A Preferred Stock held of record on all matters on
     which holders of the Common Stock or shareholders generally
     are entitled to vote. Each holder of a fraction of a whole
     share of Series A Preferred Stock shall be entitled to a
     number of votes equal to the numerator of the fraction of a
     whole share so owned (so that, for example, if the Formula
     Number is 2000 and a person holds 5 units of one
     two-thousandths of a share, that person would be entitled to
     cast 5 votes).

               (b)  Except as otherwise provided herein or by
     applicable law, the holders of shares of Series A Preferred
     Stock and the holders of Common Stock and any other class or
     series of voting stock shall vote together as one class for
     the election of directors of the Corporation and on all
     other matters submitted to a vote of shareholders of the
     Corporation.

               (c)  Except as provided herein, in Section 10
     below or by applicable law, holders of shares of Series A
     Preferred Stock shall have no special voting rights and
     their consent shall not be required (except to the extent
     they are entitled to vote with holders of Common Stock and
     any other class or series of voting stock as set forth
     herein) for authorizing or taking any corporate action.

          Section 4.     CERTAIN RESTRICTIONS.

               (a)  Whenever quarterly dividends or other
     dividends or distributions payable on the Series A Preferred
     Stock, as provided in Section 2 above, are in arrears,
     thereafter and until all accrued and unpaid dividends and
     distributions, whether or not declared, on shares of Series
     A Preferred Stock outstanding shall have been paid in full,
     the Corporation shall not:

                    (1)  declare or pay dividends on, make any
     other  distributions on, or redeem or purchase or otherwise
     acquire for consideration any shares ranking junior (either
     as to dividends or upon liquidation, dissolution or winding
     up) to the Series A Preferred Stock;

                    (2)  declare or pay dividends on or make any
     other  distributions on any shares ranking on a parity
     (either as to dividends or upon liquidation, dissolution or
     winding up) with the Series A Preferred Stock, except
     dividends paid ratably on the Series A Preferred Stock and
     all such parity shares on which dividends are payable or in
     arrears in proportion to the total amounts to which the
     holders of all such shares are then entitled;

                    (3)  redeem or purchase or otherwise acquire
     for  consideration  any shares ranking on a parity (either
     as to dividends or upon liquidation, dissolution or winding
     up) with the Series A Preferred Stock, provided that the
     Corporation may at any time redeem, purchase or otherwise
     acquire any of such parity shares in exchange for any shares
     of the Corporation ranking junior (as to dividends and upon
     dissolution, liquidation or winding up) to the Series A
     Preferred Stock; or

                    (4)  purchase or otherwise acquire for
     consideration any  Series A Preferred Stock, or any shares
     ranking on a parity with the Series A Preferred Stock,
     except in accordance with a purchase offer made in writing
     or by publication (as determined by the Board of Directors)
     to all holders of such shares upon such terms as the Board
     of Directors, after consideration of the respective annual
     dividend rates and other relative rights and preferences of
     the respective series and classes, shall determine in good
     faith will result in fair and equitable treatment among the
     respective series or classes.

               (b)  The Corporation shall not permit any
     subsidiary of the Corporation to purchase or otherwise
     acquire for consideration any shares of the Corporation,
     unless the Corporation could, under paragraph (a) of this
     Section 4, purchase or otherwise acquire such shares at such
     time and in such manner.

          Section 5.     LIQUIDATION RIGHTS. Upon the
     liquidation, dissolution or winding up of the Corporation,
     whether voluntary or involuntary, no distribution shall be
     made (a) to the holders of shares ranking junior (either as
     to dividends or upon liquidation, dissolution, or winding
     up) to the Series A Preferred Stock unless, prior thereto,
     the holders of shares of Series A Preferred Stock shall have
     received an amount equal to the accrued and unpaid dividends
     and distributions thereon, whether or not declared, to the
     date of such payment, plus an amount equal to the greater of
     (1) 50% of the Purchase Price, as adjusted, per unit of one
     two-thousandths of a share of Series A Preferred Stock set
     forth in the Rights Agreement (so that if, for example, the
     Purchase Price is $5.00, the liquidation amount would be
     $2.50 per unit), or (2) an aggregate amount per share equal
     to the Formula Number then in effect times the aggregate
     amount to be distributed per share to holders of Common
     Stock, or (b) to the holders of shares ranking on a parity
     (either as to dividends or upon liquidation, dissolution or
     winding up) with the Series A Preferred Stock, except
     distributions made ratably on the Series A Preferred Stock
     and all other such parity stock in proportion to the total
     amounts to which the holders of all such shares are entitled
     upon such liquidation, dissolution or winding up.

          Section 6.     CONSOLIDATION, MERGER, ETC. In case the
     Corporation shall enter into any consolidation, merger,
     combination or other transaction in which its Common Stock
     is exchanged for or changed into other stock or securities,
     cash or any other property, then in any such case the then
     outstanding shares of Series A Preferred Stock shall at the
     same time be similarly exchanged or changed in an amount per
     share equal to the Formula Number then in effect times the
     aggregate amount of stock, securities, cash or any other
     property (payable in kind), as the case may be, into which
     or for which each of the shares of Common Stock is exchanged
     or changed.

          Section 7.     NO REDEMPTION; NO SINKING FUND.

               (a)  The shares of Series A Preferred Stock shall
     not be subject to redemption by the Corporation or at the
     option of any holder of Series A Preferred Stock; provided,
     however, that the Corporation may purchase or otherwise
     acquire outstanding shares of Series A Preferred Stock in
     the open market or by offer to any holder or holders of
     shares of Series A Preferred Stock.

               (b)  The Series A Preferred Stock shall not be
     subject to or entitled to the operation of a retirement or
     sinking fund.

          Section 8.     FRACTIONAL SHARES. The Series A
     Preferred Stock shall be issuable upon exercise of the
     Rights issued pursuant to the Rights Agreement in whole
     shares or in any fraction of a share that is one
     two-thousandths (1/2000th) of a share or any integral
     multiple of such fraction. At the election of the
     Corporation prior to the first issuance of a share or a
     fraction of a share of Series A Preferred Stock, either (1)
     certificates may be issued to evidence any such authorized
     fraction of a share of Series A Preferred Stock, or (2) any
     such authorized fraction of a share of Series A Preferred
     Stock may be evidenced by depositary receipts pursuant to an
     appropriate agreement between the Corporation and a
     depositary selected by the Corporation provided that such
     agreement shall provide that the holders of such depositary
     receipts shall have all the rights, privileges and
     preferences to which they are entitled as beneficial owners
     of shares of Series A Preferred Stock.

          Section 9.     REACQUIRED SHARES. Any shares of Series
     A Preferred Stock purchased or otherwise acquired by the
     Corporation in any manner whatsoever shall be retired and
     cancelled promptly after the acquisition thereof. All such
     shares shall upon their cancellation become authorized but
     unissued Preferred Shares, without designation as to series
     until such shares are once more designated as part of a
     particular series by the Board of Directors pursuant to the
     provisions of the Certificate of Incorporation.

          Section 10.    AMENDMENT.  None of the relative rights,
     preferences and limitations of the Series A Preferred Stock
     as provided in Sections 1 through 9 above and in this
     Section 10 or elsewhere in this Certificate of Incorporation
     shall be amended in any manner which would alter or change
     the relative rights, preferences and limitations of the
     holders of shares of Series A Preferred Stock so as to
     affect them adversely without the affirmative vote of the
     holders of at least 66-2/3% of the outstanding shares of
     Series A Preferred Stock, voting as though such series were
     a separate class.

     FOURTH:   This Amendment to the Certificate of   
Incorporation of the Corporation was authorized by the Board of
Directors of the Corporation at a meeting duly called and held.

     IN WITNESS WHEREOF, this Amendment to the Certificate of
Incorporation of the Corporation has been subscribed by the
undersigned this 5th day of October, 1998.


                              /s/ Douglas P. Taylor
                              Douglas P. Taylor, President and    
                              Chief Executive Officer