For quarter ended February 28, 2001

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 February 28, 2001
|----------------------------------- |  | --------------------------------
|Common Stock(2-1/2 cents par value) |  | 2,782,661                       



|PART  I                    | FINANCIAL INFORMATION | PAGE NO.                                                                                                                                                                 
|-------------------------- | --------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                           |                       |                                                                                                                                                                          
|                           | Item 1.               | Financial Statements                                                                                                                                                     
|                           |                       |                                                                                                                                                                          
|                           |                       | Consolidated Condensed Balance Sheets February 28, 2001, andMay 31, 2000                                                                                                 
|                           |                       |                                                                                                                                                                          
|                           |                       | Consolidated Condensed
Statements of Income for nine months
ended February 28, 2001 and February 29, 2000, and three months
ended February 28, 2001 and February 29, 2000
|                           |                       |                                                                                                                                                                          
|                           |                       | Consolidated Condensed
Statement of Cash Flows for nine months
ended February 28, 2001 and February 29, 2000                                                             
|                           |                       |                                                                                                                                                                          
|                           |                       | 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     |                                                                                                                                                                          
|                           | 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 | 11                   
|SIGNATURES                 |                       | 12                                                                                                                                                                       

|**ASSETS**                                                      | 2/28/01                                                                                                 | 5/31/00                      
|--------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------- | -----------------------------
|Current                                                         |                                                                                                         |                              
|                                                                | Cash and Related                                                                                        | $       54,081               
|                                                                | Funds Held By Trustee                                                                                   | 76,457                       
|                                                                | Trade Accounts Receivable                                                                               | 2,257,513                    
|                                                                | Inventories                                                                                             | 3,392,559                    
|                                                                | Deferred Income Taxes                                                                                   | 218,200                      
|                                                                | Prepaid Expenses                                                                                        | 75,230                       
|                                                                | Costs and Estimated Earnings in Excess of Billings                                                      | 1,664,435                    
|                                                                |                                                                                                         | Total Current Assets         
|Investments - Affiliate, at equity                              | 311,507                                                                                                 | 296,980                      
|Property and Equipment - Net                                    | 2,867,924                                                                                               | 2,679,016                    
|Other Assets                                                    |                                                                                                         |                              
|                                                                | Other                                                                                                   | 352,479                      
|                                                                |                                                                                                         | Total Other Assets           
|TOTAL ASSETS                                                    | $11,270,385                                                                                             | $11,081,021                  
|                                                                |                                                                                                         |                              
|**LIABILITIES AND STOCKHOLDERS' EQUITY**                        |                                                                                                         |                              
|Current                                                         |                                                                                                         |                              
|                                                                | Current Portion of Long Term Debt                                                                       | $      1,062,561             
|                                                                | Payables - Trade                                                                                        | 549,902                      
|                                                                | Affiliate-Current                                                                                       | 288,978                      
|                                                                | Accrued Income Tax                                                                                      | (84,229)                     
|                                                                | Accrued Expenses                                                                                        | 662,511                      
|                                                                | Advanced Payments - Customers                                                                           | 119,172                      
|                                                                | Billings in Excess of Costs and Estimated Earnings                                                      | 174,245                      
|                                                                |                                                                                                         | Total Current Liabilities    
|Non Current                                                     |                                                                                                         |                              
|                                                                | Long Term Debt                                                                                          | 1,029,528                    
|                                                                | Deferred Income Tax                                                                                     | 79,300                       
|                                                                |                                                                                                         | Total Non Current Liabilities
|Minority Stockholders' Interest                                 | 342,557                                                                                                 | 323,804                      
|                                                                |                                                                                                         |                              
|**STOCKHOLDERS' EQUITY**                                        |                                                                                                         |                              
|                                                                | Common Stock, par value $.025 share, authorized
8,000,000 shares, issued 2,917,662 and 2,882,425 shares | 72,942                       
|                                                                | Paid - In Capital                                                                                       | 2,900,129                    
|                                                                | Retained Earnings                                                                                       | 4,455,925                    
|                                                                | 7,428,996                                                                                               | 6,712,749                    
|Treasury Stock - 135,001 shares and 107,165 shares
respectively | (383,136)                                                                                               | (298,437)                    
|TOTAL STOCKHOLDERS' EQUITY                                      | 7,045,860                                                                                               | 6,414,312                    
|                                                                |                                                                                                         |                              
|TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                        | $11,270,385                                                                                             | $11,081,021                  



See notes to consolidated condensed financial statements.

|                                                  | NINE MONTHS


ENDED FEBRUARY 28/29 | THREE MONTHS


ENDED FEBRUARY 28/29
|------------------------------------------------- | ---------------------------------- | -----------------------------------
|                                                  | 2001                               | 2000                               
|NET SALES                                         | $8,913,431                         | $8,275,632                         
|COST OF PRODUCT SOLD                              | 5,392,265                          | 5,195,925                          
|                                                  | Gross Profit                       | 3,521,166                          
|                                                  |                                    |                                    
|EXPENSES                                          |                                    |                                    
|Selling and Administrative                        | 2,484,859                          | 2,281,838                          
|                                                  |                                    |                                    
|Profit (loss) from Operations                     | 1,036,307                          | 797,869                            
|                                                  |                                    |                                    
|OTHER INCOME/(EXPENSE)                            |                                    |                                    
|                                                  | Rental - Affiliates                | 8,833                              
|                                                  | Miscellaneous                      | 27,952                             
|                                                  | Interest                           | (128,164)                          
|NET OTHER                                         | (91,379)                           | (81,427)                           
|                                                 
|NET INCOME BEFORE

PROVISION FOR TAXES            | 944,928                            | 716,442                            
|                                                  | Provision for Income Taxes         | 325,000                            
|                                                  |                                    |                                    
|INCOME BEFORE EQUITY INEARNINGS OF AFFILIATES     | 619,928                            | 469,442                            
|                                                  |                                    |                                    
|EQUITY IN EARNINGS OF

AFFILIATES                 | 14,527                             | 24,270                             
|                                                  |                                    |                                    
|NET INCOME BEFORE
MINORITY STOCKHOLDERS'
INTEREST | 634,455                            | 493,712                            
|                                                  | Minority Stockholders' Interest    | 18,753                             
|                                                  |                                    |                                    
|NET INCOME                                        | $615,702                           | $ 477,279                          
|                                                  |                                    |                                    
|Earnings Per Share                                | $      .221                        | $       .172                       

See notes to consolidated condensed financial statements.



|NINE MONTHS ENDED FEBRUARY 28/29        
|----------------------------------------
|                                        
|**Cash Flows From Operating Activities**
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|**Cash Flows From Investing Activities**
|                                        
|                                        
|                                        
|                                        
|                                        
|**Cash Flows From Financing Activities**
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|                                        
|Cash - Beginning of Period              
|                                        
|Cash - 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 February 28, 2001 and February 29, 2000 and the results of operations for the three
and nine 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 nine month period ended February 28, 2001, the profit was divided by 2,782,661, which
is net of the Treasury shares, to calculate the earnings per share.  For the nine month period ended
February 29, 2000, the profit was divided by 2,772,956 to calculate the earnings per share, which
is net of the Treasury shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | The results of operations for the nine month period ended February 28, 2001 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 Nine Months Ended


February 28, 2001 - February 29, 2000
|--------------------------------------------------------- | ------------------------------------------------------------------------
|                                                          | Increase        (Decrease)                                              
|Net Sales                                                 |                                                                         
|Cost of Sales                                             |                                                                         
|Selling, General and Administrative Expense               |                                                                         
|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                                                |                                                                         



The Company posted record shipment figures for the three and nine month periods ending February 28, 2001.
Nine month figures for Gross Margin, Operating Income, Net Income and Earnings per Share also achieved
record high levels.  Incoming orders, primarily for seismic and defense/aerospace products, brought the
backlog figure to approximately $15,000,000, likewise a record figure.

**FOR THE NINE MONTHS ENDED FEBRUARY 28, 2001** (all figures being compared are for nine
months y-t-d FY2001 vs. nine months y-t-d FY2000)

Shipments for the first nine months of Fiscal Year 2001 were a nine-month record high $8,913,431,
representing a 7.7% increase over the prior year's figure of $8,275,632.  In the current period, Gross Margin
totaled $3,521,166 and 39.5% of sales, improving on the FY00 Gross Margin of $3,079,707 and 37.2% of
sales.  In both periods, the gross margin figure represents the composite of costs calculated for discrete OEM
shipments, interim estimates for in-progress projects and final adjustments for completed projects.  The
improvement in the gross margin performance can be attributed to an extended period of high labor
utilization rates, resulting in improved internal overhead rates and the final deliveries of certain high-margin
aerospace/defense items.

Selling, General and Administrative Expenses were $2,484,859 and 27.9% of sales in the current period
compared to $2,281,838 and 27.6% in the prior year.  This minor change in percentage reflects factors
discussed in the prior quarterly reports - a prior sales tax adjustment, increasing EPP expenses as the
Company prepares to upgrade its capabilities, and to increased travel and commission expenses related to
overseas markets.  Net Other Expense increased to $91,379 from $81,427 due primarily to an increased usage
of the Line of Credit to fund certain projects which do not contain progress payment provisions and to
temporarily fund the plant expansion and facilities upgrade discussed in prior reports.

Net Income improved to a record high $615,702 and $.221 earnings per share which is a 29.0% increase over
last year's figure of $477,279 and $.172 earnings per share.

**FOR THE THREE MONTHS ENDED FEBRUARY 28, 2001**(all figures being compared are for three
months ending 02/28/01 vs. the three months ending 02/29/00)

Shipments in the current period totaled a record high $3,623,158, a 6.0% increase over the $3,416,968 figure
recorded in last year's third quarter.  Gross Margin increased to $1,390,578 and 38.4% of sales over last
year's figures of $1,291,445 and 37.8% of sales.  The increased revenue is attributable primarily to increased
progress billings of medium and long-term defense and seismic protection projects.

SG&A expenses totaled $859,753, representing 23.7% of sales.  This was an improvement from the FY2000
figures of $914,409 and 26.7% of sales, with the changes from period to period attributable, in part, to
commission and royalty figures determined by the product mix and refunds related to sales tax and insurance
matters.  Net Other Expense in this period was $18,020 compared to the prior period's figure of $22,870 as
some miscellaneous receipts more than compensated for increased interest expenses.

Net Income figures for the period were $341,064 and $.123 earnings per share, representing a 44.7%
improvement over the FY00 results of $235,612 and $.085 per share.

As mentioned in the opening paragraph, an influx of orders in early calendar year 2001 took the Company's
backlog to approximately $15,000,000.  Sizable orders were received from European and South American
firms, offering further evidence of the Company's presence in international civil engineering circles.  As
discussed in previous filings, the Company has responded to the increasing backlog and continuing high level
of interest with a facilities upgrade and expansion.  A 4,000 square foot manufacturing expansion designed
for metal parts fabrication should become fully functional early in the first quarter of FY2002 and the 9,000
square foot assembly/test facility shortly thereafter.

The February 28, 2001 earthquake that occurred in the Pacific Northwest impacted eight structures -
including a hospital and a baseball stadium - that had been fitted with the Company's seismic protection
products.  This 6.8 magnitude earthquake provided the most strenuous in-place practical demonstration to
date of the Company's technology.  All eight structures emerged undamaged.  Two prior seismic events of
similar magnitude - in Los Angeles in 1994 and Kobe, Japan in 1995 - resulted in an increased level of
marketing activity for the Company.  The Company's management is currently analyzing the impact of this
latest event.  Concurrently, the Company's participation in the two long standing defense/aerospace contracts
continues at a high level as the scope of both of the projects has been expanded.

Upon the completion of nine months of Fiscal Year 2001 with record high financial and backlog figures,
Management believes that the Company is likely to match or exceed the historically best results posted last
year.  Although some slowness has been experienced in the industrial products line, it has been more than
offset by increasing domestic and foreign interest in the seismic sector.  The current plant expansion was
undertaken, in part, to provide the Company with some flexibility to meet this demand.

At this time, the Company believes it will not require any additional sources of funding to finance the current
expansion or to finance its normal operations.

|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 12/1/00 to 2/28/01, changes in the
Company's outstanding
shares are as follows:                                                                                                                                              
|          |                   |                                                                                                                                                                                                                                             
|          |                   | A.                                                                                                                                                                                                                                          
|          |                   |                                                                                                                                                                                                                                             
|          |                   | B.                                                                                                                                                                                                                                          
|          |                   |                                                                                                                                                                                                                                             
|          | ITEM 6            | Exhibits and Reports on Form 8-K:

Current Report on Form 8-K, dated and filed December 14, 2000,
announced the Registrant's plan to continue to purchase Registrant's
common stock from selling shareholders through open-market purchases.



We have reviewed the condensed consolidated balance sheet of Taylor Devices, Inc. as of February 28, 2001,
and the related condensed consolidated statements of income and cash flows for the three and nine months
ended February 28, 2001.  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 and nine months ended
February 29, 2000 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 | April 11, 2001
|-- | ----------------------------------------------------------------------------------------- |  | ---- | --------------
|   | Douglas P. TaylorChairman of the Board of DirectorsPresident(Principal Executive Officer) |  |      |               

|AND | 
|--- | 

|By | /s/Kenneth G. Bernstein                                   | Date | April 11, 2001
|-- | --------------------------------------------------------- | ---- | --------------
|   | Kenneth G. Bernstein

Chief Accounting Officer

Treasurer |      |