UNITED
STATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.
20549 FORM
10-Q/AAmendment No. 1 (Mark One) [X]
    
    QUARTERLY REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934
 For the quarterly period ended August 31,
2008 OR [  ]
    
    TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934
 For the transition period from

to  Commission File Number
0-3498  TAYLOR DEVICES,
INC.(Exact name
of registrant as specified in its charter) NEW
      YORK(State or Other Jurisdiction ofIncorporation or
      Organization)
    
    16-0797789(I.R.S. EmployerIdentification
      No.)90 Taylor Drive,
      North Tonawanda, New York(Address of Principal Executive
      Offices)
    
    14120-0748(Zip Code)
 716-694-0800(Registrant's telephone number, including area
code)  Indicate by check mark whether the
registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past
90 days.          Yes
[X]      No [   ] Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2
of the Exchange Act. (Check one): Large accelerated filer
      [  ]
    
    Accelerated filer [  ]
    
    Non-accelerated
      filer [  ]
    
    Smaller reporting
      company [X](Do not check if a
      smaller reporting company)
 Indicate by
check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange
Act).           Yes
[   ]      No [X]  As of October 1, 2008, there were
outstanding 3,219,923 shares of the registrant's common stock, par value $.025
per share.  Explanatory Note  This Amendment No. 1 to Form 10-Q is being filed to correct the
disclosure of the following: ITEM 4T. CONTROLS AND PROCEDURES - The disclosure in paragraph
  (a) was amended to reflect the requirements of Exchange Act Rule
13a-15(e).Exhibit 31(i) and Exhibit 31(ii) were each amended to (a) remove
  the title of the certifier from the introduction; and (b) to conform the
  introduction for paragraph 4 to the text of Exhibit 31(i). No other changes are being made to the Form 10-Q in connection
with this amendment.
  TAYLOR DEVICES,
INC. Item 4T.  Controls
and Procedures (a)
          Evaluation of
disclosure controls and procedures. The Company's principal executive officer and principal financial officer have
evaluated the Company's disclosure controls and procedures as of August 31, 2008
and have concluded that as of the evaluation date, the disclosure controls and
procedures were effective to ensure that  information required to be
disclosed in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the Commission's  rules and forms and that information required to be
disclosed in the reports we file or submit under the Exchange Act is accumulated
and communicated  to our management, including our chief executive officer
and chief financial officer to allow timely decisions regarding required
disclosure.  (b)          
Changes in internal
controls. There have been no changes in the Company's internal controls over financial
reporting that occurred during the fiscal quarter ended August 31, 2008 that
have materially affected, or are reasonably likely to materially affect, the
Company's control over financial reporting.    ITEM
      6        Exhibits31(i)    Rule 13a-14(a) Certification of Chief Executive
      Officer.31(ii)   Rule 13a-14(a) Certification of Chief Financial
      Officer.32(i)    Section 1350 Certification of Chief Executive
      Officer.32(ii)   Section 1350 Certification of Chief Financial
      Officer.
   Exhibit 31(i)  CERTIFICATIONOF CHIEF EXECUTIVE OFFICERPURSUANT TO RULE 13a - 14(a) OF THE SECURITIES EXCHANGE ACT OF
1934,AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002 I, Douglas P. Taylor, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Taylor Devices,
Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; 3. [Intentionally omitted]; 4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e))   internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting;
and 5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.  Date: March 13, 2009
    /s/ Douglas P.
      TaylorDouglas P. TaylorChief
      Executive Officer
    Exhibit 31(ii)  CERTIFICATIONOF CHIEF EXECUTIVE OFFICERPURSUANT TO RULE 13a - 14(a) OF THE SECURITIES EXCHANGE ACT OF
1934,AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002 I, Mark V. McDonough, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Taylor Devices,
Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; 3. [Intentionally omitted]; 4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e))   internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting;
and 5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control over
financial reporting.  Date: March 13, 2009
    /s/ Mark V.
      McDonoughMark V. McDonoughChief
      Financial Officer