SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, DC 20549 FORM 10‐QSB QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For quarter ended August 31,
2005 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 14120-0748Address of principal
      executive offices
  Registrant's Telephone Number -
    716‐694‐0800
  Check whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the last 12 months and (2) has been subject to the filing
requirements for the past 90 days. Yes
    X
    
    No State the number of shares outstanding of
each of the Issuer's classes of common equity as of the latest practicable
date. CLASS
    
    Outstanding at
      October 13, 2005Common Stock(2‐1/2
      cents par value)
    
    3,102,434
     TAYLOR DEVICES, INC.  Index to Form
10-QSB PART I
    FINANCIAL
      INFORMATIOM
    PAGE
      NO.Item 1.
    Financial
      StatementsCondensed Consolidated
      Balance Sheets August 31, 2005 and May 31, 2005
    
    3Condensed Consolidated
      Statements of Income for the three months ended August 31, 2005 and August
      31, 2004
    
    4Condensed Consolidated
      Statements of Cash Flows for the three months ended August 31, 2005 and
      August 31, 2004
    
    5Notes to Condensed
      Consolidated Financial Statements
    
    6Item 2.
    Management's Discussion
      and Analysis or Plan of Operation
    
    7Item 3.
    Controls and
      Procedures
    
    11PART II
    OTHER
      INFORMATIONItem 1.
    Legal
      Proceedings
    
    12Item 2.
    Unregistered Sales of
      Equity Securities and Use of Proceeds
    
    12Item 3.
    Defaults upon Senior
      Securities
    
    12Item 4.
    Submission of Matters
      to a Vote of Security Holders
    
    13Item 5.
    Other
      Information
    
    13Item 6.
    Exhibits
    
    13REPORT OF INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM
    
    14SIGNATURES
    
    
    15
   TAYLOR DEVICES, INC. AND
      SUBSIDIARYCondensed
      Consolidated Balance Sheets
    (Unaudited)August
      31,2005
    May
      31,2005AssetsCurrent
      assets:Cash and cash
    equivalents
    $      33,838
    $        63,397Accounts receivable,
    net
    1,939,306
    2,718,902Inventory
    4,576,757
    4,771,086Costs and estimated earnings in
      excess of billings
    1,914,270
    1,657,170Other current assets
    852,324
    920,638Total current assets
    9,316,495
    10,131,193Maintenance and other inventory,
      net
    619,468
    661,500Property and equipment,
      net
    3,413,096
    3,477,672Investment in affiliate, at
      equity
    447,627
    451,877Intangible and other
      assets
    167,620
    168,376$
      13,964,306
    $
      14,890,618Liabilities and
      Stockholders' EquityCurrent
      liabilities:Short-term borrowings and current
      portion of long-term debt
    $   1,167,034
    $ 
      1,621,119Payables - trade
    708,771
    770,330Accrued commissions
    515,806
    576,550Billings in excess of costs and
      estimated earnings
    -
    288,003Other current
    liabilities
    458,902
    386,586Total current liabilities
    2,850,513
    3,642,588Long-term liabilities
    916,660
    998,719Payables - affiliate
    421,259
    589,976Minority stockholder's
      interest
    458,215
    450,991Stockholders'
      Equity:Common stock and additional paid-in
      capital
    4,391,001
    4,391,001Retained earnings
    5,819,627
    5,710,31210,210,628
    10,101,313Treasury stock - at
    cost
    (892,969)
    (892,969)Total stockholders' equity
    9,317,659
    9,208,344$ 13,964,306
    $
      14,890,618 See notes to condensed consolidated
financial statements.   TAYLOR DEVICES, INC. AND
      SUBSIDIARYCondensed
      Consolidated Statements of Income
    (Unaudited)For the three months
      endedAugust
      31, 2005
    August
      31, 2004Sales, net
    $
      3,110,099
    $ 2,451,419Cost of goods sold
    2,134,790
    1,595,625Gross
      profit
    975,309
    855,794Selling, general and administrative
      expenses
    749,458
    692,962Operating
      income
    225,851
    162,832Other expense, net
    (32,062)
    (34,729)Income before provision for income
      taxes, equity in net incomeof affiliate and
      minority stockholder's interest
    193,789
    128,103Provision for income
      taxes
    73,000
    50,800Income before equity in net income
      of affiliateand minority
      stockholder's interest
    120,789
    77,303Equity in net income (loss) of
      affiliate
    (4,250)
    3,847Income before minority
      stockholder's interest
    116,539
    81,150Minority stockholder's
      interest
    (7,224)
    (7,501)Net
      income
    $   109,315
    $     73,649Basic and diluted
      earnings per common share
    $        0.04
    $        
  0.02 See notes to condensed consolidated
financial statements.   TAYLOR DEVICES, INC. AND
      SUBSIDIARYCondensed
      Consolidated Statements of Cash Flows(Unaudited)For the three months
      ended
    August
      31, 2005
    August 31,
      2004Cash flows from
      operating activities:Net income
    $   109,315
    $  
      73,649Adjustments to reconcile net income
      to net cash flows fromoperating
      activities:Depreciation and
      amortization
    82,193
    87,368Gain on sale of
    equipment
    -
    -Bad debts expense
    24,000
    -Equity in net income (loss) of
      affiliate
    4,250
    (3,847)Deferred income taxes
    -
    -Minority stockholder's
      interest
    7,224
    7,501Changes in other assets and
      liabilities:Accounts receivable
    755,596
    (522,450)Inventory
    236,361
    (256,670)Costs and estimated earnings in
      excess of billings
    (257,100)
    138,356Other current assets
    45,828
    (77,684)Payables - trade
    (61,559)
    (172,233)Accrued commissions
    60,744
    (51,978)Billings in excess of costs and
      estimated earnings
    288,003
    241,520Other current
    liabilities
    72,316
    (27,979)Net cash flows from
      (for) operating activities
    669,677
    (564,447)Cash flows from
      investing activities:Acquisition of property and
      equipment
    (15,517)
    (68,172)Other investing
      activities
    21,142
    (227,189)Net cash flows from
      (for) investing activities
    5,625
    (295,361)Cash flows from
      financing activities:Net short-term borrowings and
      repayments on long-term debt
    (536,144)
    1,243,566Payables - affiliate
    (168,717)
    (57,346)Proceeds from long-term
      debt
    -
    -Proceeds from issuance of common
      stock
    -
    53,301Net cash flows from
      (for) financing activities
    (704,861)
    1,239,521Net increase (decrease) in cash and
      cash equivalents
    (29,559)
    379,713Cash and cash equivalents -
      beginning
    63,397
    88,390Cash and
      cash equivalents - ending
    $     33,838
    $ 
      468,103 See notes to condensed consolidated
financial statements.   TAYLOR DEVICES, INC.  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 August 31, 2005 and May 31,
      2005, the results of operations for the three months ended August 31, 2005
      and 2004, and cash flows for the three months ended August 31, 2005 and
      2004.  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,
      2005.2.
    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, 2005, the net income was divided by 3,102,057,
      which is net of the Treasury shares, to calculate the net income per
      share.  For the three month period ended August 31, 2004, the net
      income was divided by 3,000,413, which is net of the Treasury shares, to
      calculate the net income per share.4.
    The results of
      operations for the three month period ended August 31, 2005 are not
      necessarily indicative of the results to be expected for the full
      year.5.
    Significant Equity
      Investee: The Company owns approximately a 23% equity investment in Tayco
      Developments, Inc. (Developments).  For the three months ended August
      31, 2005, Tayco Developments, Inc. had revenues of $50,000 and net income
      of $7,000.  The carrying amount of the investment in Tayco
      Developments, Inc. as of August 31, 2005 and May 31, 2005 was $448,000 and
      $452,000.
   TAYLOR DEVICES, INC.  Item 2.  Management's
Discussion and Analysis or Plan of Operation Cautionary
Statement The Private Securities
Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking
statements.  Information in this Item 2, "Management's Discussion and
Analysis or Plan of Operation," and elsewhere in this 10-QSB that does not
consist of historical facts, are "forward-looking statements."  Statements
accompanied or qualified by, or containing, words such as "may," "will,"
"should," "believes," "expects," "intends," "plans," "projects," "estimates,"
"predicts," "potential," "outlook," "forecast," "anticipates," "presume," and
"assume" constitute forward-looking statements, and as such, are not a guarantee
of future performance.  The statements involve factors, risks and
uncertainties, the impact or occurrence of which can cause actual results to
differ materially from the expected results described in such statements. 
Risks and uncertainties can include, among others, fluctuations in general
business cycles and changing economic conditions; changing product demand and
industry capacity; increased competition and pricing pressures; advances in
technology that can reduce the demand for the Company's products, as well as
other factors, many or all of which may be beyond the Company's control. 
Consequently, investors should not place undue reliance on forward-looking
statements as predictive of future results.  The Company disclaims any
obligation to release publicly any updates or revisions to the forward-looking
statements herein to reflect any change in the Company's expectations with
regard thereto, or any changes in events, conditions or circumstances on which
any such statement is based. Results of
Operations 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 three months
      ended August 31, 2005 and August 31, 2004Increase
    /(Decrease)Sales,
net
    
    $    
      659,000Cost of goods
      sold
    
    $    
      539,000Selling, general and
      administrative expenses
    
    $       56,000Other expense,
      net
    
    $       
(3,000)Income before provision
      for income taxes, equity in net income of affiliate and minority
      stockholder's interest
    
    $       66,000Provision for income
      taxes
    
    $       22,000Income (loss) before
      equity in net income of affiliate and minority stockholder's
      interest
    
    $       43,000Equity in net income
      (loss) of affiliate
    
    $       
(8,000)Net
income
    
    $      
  36,000
 Sales under certain
fixed-price contracts, requiring substantial performance over several periods
prior to commencement of deliveries, are accounted for under the
percentage-of-completion method of accounting whereby revenues are recognized
based on estimates of completion prepared on a ratio of cost to total estimated
cost basis.  Costs include all material and direct and indirect charges
related to specific contracts. Adjustments to cost estimates
are made periodically and any losses expected to be incurred on contracts in
progress are charged to operations in the period such losses are
determined.  However, any profits expected on contracts in progress are
recognized over the life of the contract. For financial statement
presentation purposes, the Company nets progress billings against the total
costs incurred on uncompleted contracts.  The asset, "costs and estimated
earnings in excess of billings," represents revenues recognized in excess of
amounts billed.  The liability, "billings in excess of costs and estimated
earnings," represents billings in excess of revenues recognized. For the three months ended
August 31, 2005(All figures being
discussed are for the three months ended August 31, 2005 as compared to the
three months ended August 31, 2004.) Three months ended
    ChangeAugust 31, 2005
    August 31, 2004
    Increase / (Decrease)
    Percent ChangeNet
      Revenue
    $3,110,000
    $2,451,000
    $  
      659,000
    27%Cost of
      sales
    2,135,000
    1,596,000
    539,000
    34%Gross
      profit
    $   975,000
    $   855,000
    $   120,000
    14%1⁄4as a percentage of net
      revenues
    31%
    35% The Company's consolidated
results of operations showed a 27% increase in net revenues and a 48% increase
in net income to $109,000. Gross profit increased by 14%.  Revenues
recorded in the current period for long-term construction projects increased by
112% over the unusually low level recorded in the prior year period.  These
current year's projects contributed a gross profit margin of 34%, down slightly
from the 38% in the prior year's period.  The overall gross profit as a
percentage of net revenues for the quarter was 31%, down slightly from the 35%
for the same period in the prior year. Selling, General and
      Administrative Expenses Three months ended
    ChangeAugust 31,  2005
    August 31, 2004
    Increase / (Decrease)
    Percent ChangeOutside
      Commissions
    $   124,000
    $   104,000
    $    20,000
    19%Royalties
    34,000
    36,000
    (2,000)
    -6%Other
      SG&A
    591,000
    553,000
    38,000
    7%Total
      SG&A
    $   749,000
    $   693,000
    $    56,000
    8%1⁄4as a percentage of net
      revenues
    24%
    28% Selling, general and
administrative expenses increased by approximately 8% from the prior year
primarily due to higher levels of commission expense, which is directly related
to the level of sales for the period.  Overall expenses were in line with
last year. The above factors resulted in
an operating income of $226,000 for the three months ended August 31, 2005, up
39% from the $163,000 in the same period of the prior year. Interest expense is slightly
less than in the prior year due to a lower debt level in the current year. 
Long-term debt is being repaid as scheduled.  The operating line of credit
usage averaged slightly less than last year.  The line of credit is used
primarily to fund the production of larger projects that do not allow for
advance payments or progress payments. Capital
Resources, Line of Credit and Long-Term Debt The Company's primary
liquidity relates to the working capital needs.  These are primarily
inventory, accounts receivable, costs and estimated earnings in excess of
billings, accounts payable, accrued commissions, billings in excess of costs and
estimated earnings, and debt service.  The Company's primary sources of
liquidity have been from operations and from bank financing. Capital expenditures for the
three months ended August 31, 2005 were $16,000 compared to $68,000 in the same
period of the prior year.  There are no material commitments for capital
expenditures as of August 31, 2005. The Company has a line of
credit with a bank for $5,000,000.  There is a $933,000 balance outstanding
as of August 31, 2005.  This is down from the $1,390,000 balance
outstanding as of May 31, 2005.  The outstanding balance on the line of
credit will fluctuate as the Company's various long-term projects
progress. Principal maturities of
long-term debt for the remainder of the current fiscal year and the subsequent
five years are as follows: 2006 - $152,000; 2007 - $241,000; 2008 - $232,000;
2009 - $138,000; 2010 - $72,000; and 2011 - $27,000 Inventory and
      Maintenance Inventory August 31, 2005
    May 31, 2005
    Decrease Raw
      Materials
    $  
      383,000
    
    $   404,000
    
    $ 
      (21,000)
    -5%Work in
      process
    3,888,000
    
    4,029,000
    
    (141,000)
    -3%Finished
      goods
    306,000
    
    338,000
    
    (32,000)
    -9%Inventory
    4,577,000
    88%
    4,771,000
    88%
    (194,000)
    -4%Maintenance
      and other inventory
    619,000
    12%
    662,000
    12%
    (43,000)
    -6%Total
    $5,196,000
    100%
    $5,433,000
    100%
    $(237,000)
    -4%Inventory turnover
    1.6
    
    1.5
 NOTE: Inventory
      turnover is annualized for the three-month period ended August 31,
      2005. Inventory, at $4,577,000 as
of August 31, 2005, is approximately 4% lower than the prior year-end.  Of
this, approximately 85% is work in process, 7% is finished goods, and 8% is raw
materials. Maintenance and other
inventory represent stock that is estimated to have a product life cycle in
excess of twelve months. This stock represents certain items that the Company is
required to maintain for service of products sold and items that are generally
subject to spontaneous ordering.  This inventory is particularly sensitive
to technical obsolescence in the near term due to its use in industries
characterized by the continuous introduction of new product lines, rapid
technological advances and product obsolescence.  Management of the Company
has recorded an allowance for potential inventory obsolescence. The provision
for potential inventory obsolescence was $45,000 for the three-month period
ended August 31, 2005 and for the same period last year.  The Company
continues to rework slow-moving inventory, where applicable, to convert it to
product to be used on customer orders. Accounts Receivable,
      Costs and Estimated Earnings in Excess of Billings, and Billings in
      Excess of Costs and Estimated Earnings August 31,
      2005
    May 31, 2005
    Increase /(Decrease) Accounts
      receivable
    $1,939,000
    
    $2,719,000
    
    $ (780,000)
    -29% Costs and
      estimated earnings in excess of billings
    1,914,000
    
    1,657,000
    
    257,000
    16% Less:
      Billings in excess of costs and estimated earnings
    -
    
    288,000
    
    (288,000) Net
    $3,853,000
    
    $4,088,000
    
    $  (235,000)
    -6% The Company combines the
totals of accounts receivable, the asset "costs and estimated earnings in excess
of billings", and the liability, "billings in excess of costs and estimated
earnings", to determine how much cash the Company will eventually realize from
revenue recorded to date.  As the accounts receivable figure rises in
relation to the other two figures, the Company can anticipate increased cash
receipts within the ensuing 30-60 days. Accounts receivable of
$1,939,000 as of August 31, 2005 includes approximately $7,000 of amounts
retained by customers on long-term construction projects.  The Company
expects to collect all of these amounts, including the retainage, during the
next twelve months. As noted above, the current
asset, "costs and estimated earnings in excess of billings," represents revenues
recognized in excess of amounts billed.  Whenever possible, the Company
negotiates a provision in sales contracts to allow the Company to bill and
collect from the customer, payments in advance of shipments. 
Unfortunately, provisions such as this are often not possible in certain
governmental contracts and contracts with many foreign customers.  The
$1,914,000 balance in this account at August 31, 2005 is a 16% increase from the
prior year-end.  This increase results from work commencing on several
long-term construction projects that were not in process at May 31, 2005. 
There are no progress billings to the customer permitted on some of these
projects. The Company expects to bill the entire amount during the next twelve
months. As noted above, the current
liability, "billings in excess of costs and estimated earnings", represents
billings to customers in excess of revenues recognized.  The zero balance
in this account at August 31, 2005 is a decrease from the $288,000 balance at
the end of the prior year.  This decrease is due to the near completion of
two long-term construction projects for which the Company had previously
invoiced the customers. Final delivery of product under these contracts occurred
within one month of the end of the first quarter. The Company's backlog of
sales orders at August 31, 2005 is $7.8 million, up slightly from the backlog at
the end of the prior year of $7.3 million.  $4.0 million of the current
backlog is on projects already in progress as of August 31, 2005. Accounts payable, at $709,000
as of August 31, 2005, is only slightly less than the prior year-end. Commission expense on
applicable sales orders is recognized at the time revenue is recognized. 
The commission is paid following receipt of payment from the customers. 
Accrued commissions as of August 31, 2005 are $516,000.  This is slightly
less than the $577,000 accrued at the prior year-end.  The Company expects
the current accrued amount to be paid during the next twelve months.  Other
current liabilities increased slightly from the prior year-end to
$459,000. The Company paid $169,000 to
Developments during the three months ended August 31, 2005 to reduce the
principal balance on the note payable. Management believes that the
Company's cash flows from operations and borrowing capacity under the bank line
of credit will be sufficient to fund ongoing operations, capital improvements
and share repurchases for the next twelve months.   TAYLOR DEVICES, INC.  Item 3.  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, 2005
and have concluded that as of the evaluation date, the disclosure controls and
procedures were adequate to ensure that material information relating to the
Company was made known to the officers by others within the
Company. (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 that have materially affected,
or are reasonably likely to materially affect, the Company's control over
financial reporting.   TAYLOR DEVICES, INC.    Part II - Other
Information ITEM 1
    Legal
      ProceedingsNone except for routine
      litigation incidental to the Company's business.ITEM 2
    Unregistered Sales of
      Equity Securities and Use of Proceeds(a)     The Company sold no equity securities
      during the fiscal quarter ended August 31, 2005 that were not registered
      under the
                 Securities
      Act.(b)     Use of proceeds following effectiveness
      of initial registration statement:Not
      Applicable(c)     Repurchases of Equity
      SecuritiesPeriod
    (a) Total  Number
      ofSharesPurchased
    (b)AveragePrice PaidPer
      Share
    (c)
      Total Numberof Shares Purchasedas Part
      ofPubliclyAnnounced Plansor Programs
    (d)
      MaximumNumber (orApproximate DollarValue) of Shares 
      that May YetBe Purchased Underthe Plans
      orProgramsJune 1, 2005-June 30, 2005
    -
    -
    -July 1, 2005
      -  July 31, 2005
    -
    -
    -August 1, 2005 -August 31, 2005
    -
    -
    -Total
    -
    -
    -
    $160,802 (1)
 (1) In 1998, the
      Company initiated a plan to purchase shares of its outstanding common
      stock through open market purchases, with an initial deposit to the
      program of $225,000.  Additional deposits of $435,000 have been made
      to the plan, with expenditures of $499,198.  To date, a total of
      164,696 shares have been purchased at an average price per share of
      $3.03.(d)Under the terms of the Company's credit arrangements with its major
      lender, the Company is prohibited from issuing cash dividends.  In
      addition, the credit arrangements require the Company to maintain net
      working capital of at least $2,000,000 and tangible net worth of at last
      $6,000,000, as such terms are defined in the credit documents.  On
      August 31, 2005, under such definitions the Company's net working capital
      and tangible net worth were significantly in excess of such
      limits.ITEM 3
    Defaults Upon Senior SecuritiesNoneITEM 4
    Submission of Matters to Vote of Securities HoldersNoneITEM 5
    Other Information(a)   Information required to be disclosed in a Report on
      Form 8-K, but not reportedNone(b)   Material changes to the procedures by which
      Security Holders may recommend nominees to the Registrant's Board
      of       DirectorsNoneITEM
      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 Officer32(ii)    Section 1350 Certification of Chief
      Financial Officer
        Report of Independent
Registered Public Accounting Firm The Board of Directors and
StockholdersTaylor Devices, Inc. We have reviewed the
accompanying condensed consolidated balance sheet of Taylor Devices, Inc. and
Subsidiary as of August 31, 2005, the related condensed consolidated statements
of income for the three months ended August 31, 2005 and August 31, 2004 and
cash flows for the three months ended August 31, 2005 and August 31, 2004. 
These interim financial statements are the responsibility of the Company's
management. We conducted our review in
accordance with standards of the Public Company Accounting Oversight Board
(United States).  A review of interim financial information consists
principally of applying analytical procedures and making inquiries of persons
responsible for financial and accounting matters.  It is substantially less
in scope than an audit conducted in accordance with standards of the Public
Company Accounting Oversight Board, 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 reviews, we are
not aware of any material modifications that should be made to the accompanying
interim 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 standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheet as of May 31, 2005, 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 July 22, 2005, 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, 2005 is fairly stated, in all
material respects, in relation to the balance sheet from which it has been
derived. Lumsden & McCormick,
LLPBuffalo, New YorkSeptember 28, 2005    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:
    October 13,
      2005Douglas P.
      TaylorPresidentChairman of the Board of Directors(Principal
      Executive Officer)
  AND
  By:
    s/Mark V.
      McDonough
    
    Date:
    October 13,
      2005Mark V.
      McDonoughChief Financial Officer