10-QSB Exhibit(10)(xii)


                       TAYLOR DEVICES, INC.

           WRITTEN CONSENT TO ACTION IN LIEU OF MEETING

     The undersigned, being all members of the Board of Directors
of TAYLOR DEVICES, INC., a New York corporation (the "Company"),
hereby consent, pursuant to Section 708(b) of the Business
Corporation Law of New York, to the adoption of the following
Resolutions authorizing the actions indicated therein, without a
meeting:

          WHEREAS, the Board of Directors believes that it is in
     the best interest of the Company to continue to retain and
     attract quality candidates to serve on its Board of Directors,
     and as its executive officers;  and

          WHEREAS, such persons are entitled to and should be
     provided with protection against personal liability to the
     full extent permitted by law, the Company's Certificate of
     Incorporation and By-laws, as each may be amended from time to
     time.

          NOW THEREFORE,  it is

          RESOLVED, that in accordance with Article VIII, Section
     1 of the Company's By-laws, such By-laws shall be and hereby
     are amended to delete in its entirety the second sentence of
     Section 1 of Article V; and to add an additional subsection to
     the first sentence of the original Section 1, so that Article
     V shall hereinafter read in its entirety, as follows:


                            ARTICLE V

                            INDEMNITY

               Section 1.   To the full extent authorized by law,
          the Corporation shall indemnify any person made, or
          threatened to be made, a party to an action or
          proceeding, whether criminal or civil, by reason of the
          fact that he, his testator or intestate is or was a
          Director or officer of the Corporation or serves or
          served any other corporation in any capacity at the
          request of the Corporation.

               Section 2.     The Corporation shall have authority
          to enter into agreements, from time to time and as
          amended, with any Director or officer (each such person
          hereinafter referred to as an "Indemnitee") to indemnify
          and advance the expenses of any Indemnitee to the full
          extent permitted by the New York Business Corporation
          Law, as the same now exists or as may hereafter be
          amended ("Indemnity Agreement").

               The indemnification and advancement of expenses
          granted to an Indemnitee pursuant to this Article shall
          not be exclusive of or limiting as to any other rights to
          which such Indemnitee may be entitled, when authorized by
          (a) a resolution of shareholders or (b) a resolution of
          directors, or (c) an Indemnity Agreement.  No amendment,
          modification, or rescission of these By-laws shall be
          effective to limit any person's right to indemnification
          with respect to any cause of action that accrues, or
          other incident or matter that occurs, prior to the date
          on which such modification, amendment or rescission is
          adopted. 

     
AND it was further

          RESOLVED, that the indemnity agreement, proposed to be
     entered into by the Company with each member of the Board of
     Directors and such executive officers of the Company as this
     Board shall hereinafter identify, be and hereby is, adopted in
     substantially the form attached to this Written Consent as
     Exhibit A (the "Indemnity Agreement");  and it was further

          RESOLVED, that the President be and hereby is authorized
     on behalf of the Company to enter into the Indemnity Agreement
     between and with each member of the Board of Directors of the
     Company;  and it was further

          RESOLVED, that upon recommendation of the President, the
     Company be and hereby is authorized to enter into an Indemnity
     Agreement with Kenneth G. Bernstein, Treasurer of the Company; 
     and it was further

          RESOLVED,  that following ratification, approval and
     confirmation of these actions by the affirmative vote of a
     majority of the common shares cast by shareholders of the
     Corporation at a meeting duly called and held, the Secretary
     of the Company be and hereby is directed to file a copy of
     fully executed Indemnity Agreements with the minutes of such
     Shareholder Meeting, or place such copies in the Secretary's
     File. 

     IN WITNESS WHEREOF, the undersigned have executed this Written
Consent as the entire Board of Directors of TAYLOR DEVICES, INC.
this 22 day of August, 1996.


                                    /s/Douglas P. Taylor          
                                       DOUGLAS P. TAYLOR


                                    /s/Richard G. Hill            
                                       RICHARD G. HILL


                                    /s/Joseph P. Gastel           
                                       JOSEPH P. GASTEL
                                   

                                    /s/Donald B. Hofmar           
                                       DONALD B. HOFMAR


                                    /s/Randall L. Clark           
                                       RANDALL L. CLARK