For quarter ended August 31, 2000

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 |  | 14120-0748
|------------------------------------------ |  | ----------
|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, 2000
|------------------------------------- |  | ------------------------------
|Common Stock

(2-1/2 cents par value) |  | 2,785,164                     



|PART I -                   | FINANCIAL INFORMATION | PAGE NO,                                                                                                 
|-------------------------- | --------------------- | ---------------------------------------------------------------------------------------------------------
|                           |                       |                                                                                                          
|                           | Item 1.               | Financial Statements                                                                                     
|                           |                       |                                                                                                          
|                           |                       | Consolidated Condensed Balance Sheets
August 31, 2000, and May 31, 2000                                  
|                           |                       |                                                                                                          
|                           |                       | Consolidated Condensed
Statements of Income for three months ended
August 31, 2000 and August 31, 1999   
|                           |                       |                                                                                                          
|                           |                       | Consolidated Condensed
Statement of Cash Flows for three months
ended August 31, 2000 and August 31, 1999
|                           |                       |                                                                                                          
|                           |                       | Notes to Consolidated
Condensed Financial Statements                                                     
|                           |                       |                                                                                                          
|                           | Item 2.               | Management's Discussion and Analysis of the Financial Condition and
Results of Operations                
|                           |                       |                                                                                                          
|PART II -                  | OTHER INFORMATION     | 9                                                                                                        
|                           | Item 1.               | Legal Proceedings                                                                                        
|                           | Item 2.               | Changes in Securities                                                                                    
|                           | Item 3.               | Defaults upon Senior Securities                                                                          
|                           | Item 4.               | Submission of Matters to Vote of Security Holders.                                                       
|                           | Item 5.               | Other Information.                                                                                       
|                           | Item 6.               | Exhibits and Report on Form 8-K                                                                          
|                           |                       |                                                                                                          
|ACCOUNTANTS' REVIEW REPORT | 10                   
|SIGNATURES                 |                       | 11                                                                                                       

|**ASSETS**                                                      | 08/31/00                                                                                                | 5/31/00                      
|--------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | -----------------------------
|Current                                                         |                                                                                                         |                              
|                                                                | Cash                                                                                                    | $     357,264                
|                                                                | Funds Held By Trustee                                                                                   | - 0-                         
|                                                                | Trade Accounts Receivable                                                                               | 2,083,719                    
|                                                                | Inventories                                                                                             | 3,447,389                    
|                                                                | Deferred Income Taxes                                                                                   | 218,200                      
|                                                                | Prepaid Expenses                                                                                        | 51,785                       
|                                                                | Costs and Estimated Earning in Excess of Billings                                                       | 1,411,559                    
|                                                                |                                                                                                         | Total Current Assets         
|Investments - Affiliate, at equity                              | 301,080                                                                                                 | 296,980                      
|Property and Equipment - Net                                    | 2,686,436                                                                                               | 2,679,016                    
|Other Assets                                                    |                                                                                                         |                              
|                                                                | Other                                                                                                   | 359,703                      
|                                                                |                                                                                                         | Total Other Assets           
|TOTAL ASSETS                                                    | $10,917,135                                                                                             | $11,081,021                  
|                                                                |                                                                                                         |                              
|**LIABILITIES AND STOCKHOLDERS' EQUITY**                        |                                                                                                         |                              
|Current                                                         |                                                                                                         |                              
|                                                                | Current Portion of Long Term Debt                                                                       | $    671,507                 
|                                                                | Payables - Trade                                                                                        | 736,326                      
|                                                                | Affiliate-Current                                                                                       | 299,432                      
|                                                                | Accrued Income Tax                                                                                      | 72,850                       
|                                                                | Accrued Expenses                                                                                        | 905,526                      
|                                                                | Advanced Payments - Customers                                                                           | 107,000                      
|                                                                | Billings in Excess of Costs and Estimated Earnings                                                      | - 0-                         
|                                                                |                                                                                                         | Total Current Liabilities    
|Non Current                                                     |                                                                                                         |                              
|                                                                | Long Term Debt                                                                                          | 1,110,084                    
|                                                                | Deferred Income Tax                                                                                     | 79,300                       
|                                                                |                                                                                                         | Total Non Current Liabilities
|Minority Stockholders' Interest                                 | 330,545                                                                                                 | 323,804                      
|                                                                |                                                                                                         |                              
|**STOCKHOLDERS' EQUITY**                                        |                                                                                                         |                              
|                                                                | Common Stock, par value $.025 share, authorized
8,000,000 shares, issued 2,892,839 and 2,882,425 shares | 72,321                       
|                                                                | Paid - In Capital                                                                                       | 2,832,072                    
|                                                                | Retained Earnings                                                                                       | 3,998,609                    
|                                                                | 6,903,002                                                                                               | 6,712,749                    
|Treasury Stock - 107,675 shares and 107,165 shares
respectively | (298,437)                                                                                               | (298,437)                    
|TOTAL STOCKHOLDERS' EQUITY                                      | 6,604,565                                                                                               | 6,414,312                    
|                                                                |                                                                                                         |                              
|TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                        | $10,917,135                                                                                             | $11,081,021                  



See notes to consolidated condensed financial statements.

|                                                   | THREE MONTHS ENDED AUGUST 31   
|-------------------------------------------------- | -------------------------------
|                                                   |                                
|                                                   | 2000                           
|NET SALES                                          | $ 2,613,416                    
|COST OF PRODUCT SOLD                               | 1,545,890                      
|                                                   | Gross Profit                   
|                                                   |                                
|EXPENSES                                           |                                
|Selling and Administrative                         | 802,222                        
|                                                   |                                
|Profit (loss) from Operations                      | 265,304                        
|                                                   |                                
|OTHER INCOME/(EXPENSE)                             |                                
|                                                   | Rental - Affiliates            
|                                                   | Miscellaneous                  
|                                                   | Interest                       
|NET OTHER                                          | (22,277)                       
|                                                   |                                
|NET INCOME BEFORE

PROVISION FOR TAXES             | 243,027                        
|                                                   | Provision for Income Taxes     
|                                                   |                                
|INCOME BEFORE EQUITY IN

EARNINGS OF AFFILIATES    | 161,027                        
|                                                   |                                
|EQUITY IN EARNINGS OF AFFILIATES                   | 4,100                          
|                                                   |                                
|NET INCOME BEFORE MINORITY

STOCKHOLDERS' INTEREST | 165,127                        
|                                                   | Minority Stockholders' Interest
|                                                   |                                
|NET INCOME                                         | $     158,386                  
|                                                   |                                
|Earnings Per Share                                 | $            .06               

See notes to consolidated condensed financial statements.

|THREE MONTHS ENDED AUGUST 31                          
|------------------------------------------------------
|                                                      
|**Cash Flows From Operating Activities**              
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
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|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|**Cash Flows From Investing Activities**              
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|**Cash Flows From Financing Activities**              
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                      
|Cash and Cash Equivalents Balance at Beginning of Year
|                                                      
|Cash and Cash Equivalents Balance at End of Period    



See notes to consolidated condensed financial statements.

|1. | The accompanying unaudited consolidated condensed financial statements have been prepared in
accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial
statements. In opinion of the Company, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial position, results of operations, and cash flows as of August 31, 2000
and August 31, 1999 and the results of operations for the three months then ended.  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, 2000.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|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, 2000, the profit was divided by 2,785,164, which is
net of the Treasury shares, to calculate the earnings per share.  For the three month period ended
August 31, 1999, the profit was divided by 2,785,233 to calculate the earnings per share, which is
net of the Treasury shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | The results of operations for the three month period ended August 31, 2000 are not necessarily
indicative of the results to be expected for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



**Cautionary Statement**

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.  Words such as "expects," "intends," "believes," "anticipates," "estimates,"
"assumes," and analogous expressions are intended to identify 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, many or all of which may be beyond the control of
the Company.  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, 2000 - August 31, 1999
|--------------------------------------------------------- | ---------------------------------------------------------------------
|                                                          | Increase    (Decrease)                                               
|Net Sales                                                 |                                                                      
|Cost of Sales                                             |                                                                      
|Selling, General and Administrative
Expenses              |                                                                      
|Other Expenses                                            |                                                                      
|Other Income                                              |                                                                      
|Interest Expense                                          |                                                                      
|Net Profit Before Tax and Minority
Shareholders' Interest |                                                                      
|Provision for Income Tax                                  |                                                                      
|Net Profit Before Equity in Earnings of
  Affiliates      |                                                                      
|Equity in Earnings of Affiliates                          |                                                                      
|Minority Stockholders' Interest                           |                                                                      
|Net Income                                                |                                                                      



In the following section, all comparisons being made are between figures for the first quarter of Fiscal Year
2001 and the first quarter of Fiscal Year 2000.

In the three months ending August 31, 2000, the Company posted record first quarter revenue, gross margin,
operating income and net earnings figures.  Sales revenues for FY01 totaled $2,613,416 compared to
$2,561,345 in FY00, as the Company continued to book progress billings on its numerous mid- to long-term
civil engineering and defense/aerospace contracts.  The Gross Margin for FY01 was $1,067,526 or 40.8% of
Net Sales compared to $955,063 or 37.3% for FY00.  With the predominant portion of the Company's sales
revenues emanating from progress billing jobs, the gross margin figure is comprised of final adjustments on
completed jobs and continually updated estimates on in-progress jobs.  The improved performance in FY01
reflects the net positive impact of these calculations as final margins were determined on several of the civil
engineering projects.

Selling, General and Administrative Expense (SGA) increased from $707,035 in FY00 to $802,222 in FY01
due almost entirely to an adjustment made necessary to correct a previously misapplied state sales tax on a
large order.  Operating Income improved in FY01 to $265,304 from $248,028 in FY00, a 6.2% increase.  Net
Other Expense improved slightly as Interest Expense remained stable and Other Income improved modestly
due to the sale of some unneeded assets.

Net Income Before Provision for Taxes improved by 11.9% , from $217,157 in FY00 to $243,027 in FY01.
With no change in the estimated tax rate and only a modest expense increase in the impact of the affiliated
companies, Net Income for the first quarter of FY01 was recorded at $158,396 and $.06 per share, a 12.7%
improvement over $140,557 and $.05 per share for FY00.

The Company's Balance Sheet continues to reflect the stability of the Company, with only modest changes
since May 31, 2000 in Inventory, Receivables, and Payables.  As described in the 10-KSB dated May 31,
2000, the Company's cash flow and cash balances are largely determined by the progress payment provisions
and delivery schedules of its larger civil engineering and defense/aerospace contracts.  In the upcoming quarter,
the Company anticipates the receipt of payment for two large projects that were completed without the benefit
of progress payments, these payments will favorably impact the Company's cash position.  Although the
Company is currently considering some cosmetic and incremental improvements to its main facility,
Management does not anticipate, at this time, that the Company will have to seek financing from outside
sources.

Both the domestic and foreign markets for the Company's products and services remain strong.  The Company
is currently pursuing some significant opportunities in the Pacific Rim region and in Europe.  While
Management believes the Company will be awarded contracts on at least some of the jobs it has bid on, the
short term impact of any new orders received is difficult to determine.  The start-up of effort on this type of
project can be initially subject to delays in finalization of product design, and final delivery of the product can
be subject to delays common to all construction projects.  However, based on the current backlog and in
anticipation of new orders, Management believes that FY2001 will be a successful year for the Company, with
results approximating those of FY1999 and FY2000.

|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                                                                              
|         |                   | For the period 06/1/00 to 08/31/00, changes in the Company's outstanding
shares are as follows:
|         |                   | A.                                                                                             
|         |                   | B.                                                                                             
|         |                   |                                                                                                
|         | ITEM 6            | Exhibits and Reports of Form 8-K: None                                                         



The Board of Directors and Stockholders

Taylor Devices, Inc.

We have reviewed the condensed consolidated balance sheet of Taylor Devices, Inc. as of August 31, 2000,
and the related condensed consolidated statements of income and cash flows for the three months ended August
31, 2000.  These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American Institute of Certified
Public Accountants.  A review of interim financial information consists principally of applying analytical
procedures to financial data and making inquiries of persons responsible for financial and accounting matters.
It is substantially less in scope than an audit conducted in accordance with generally accepted auditing
standards, 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 review, we are not aware of any material modifications that should be made to the condensed
consolidated financial statements referred to above for them to be in conformity with generally accepted
accounting principles.

We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance
sheet as of May 31, 2000, and the related consolidated statements of income, retained earnings, and cash flows
for the year then ended (not presented herein); and in our report dated August 4, 2000, 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, 2000 is fairly stated, in all material respects, in relation
to the balance sheet from which it has been derived.  We have not reviewed or compiled the related condensed
consolidated statements of income and cash flows for the three months ended August 31, 1999 and,
accordingly, do not express an opinion or any other form of assurance on them.

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 12, 2000
|-- | ----------------------------------------------------------------------------------------------- |  | ---- | ----------------
|   | Douglas P. Taylor

Chairman of the Board of Directors

President

(Principal Executive Officer) |  |      |                 

| | AND |  |  | 
| | --- |  |  | 
| |     |  |  | 

|By | /s/Kenneth G. Bernstein                               |  |  | Date | October 12, 2000
|-- | ----------------------------------------------------- |  |  | ---- | ----------------
|   | Kenneth G. BernsteinChief Accounting OfficerTreasurer |  |  |