****

****

**Exhibit 31(ii)**



**CERTIFICATION**

**pursuant to
section 302 of thesarbanes-oxley act of 2002**



I, Mark V. McDonough, Chief Financial Officer of Taylor Devices, Inc.,
certify that:

> 1. I have reviewed this quarterly
>   report on Form 10-QSB of Taylor Devices, Inc.;
>   2. Based on my knowledge, this report does not contain any untrue statement
>   of a material fact or omit to state a material fact necessary to make the
>   statements made, in light of the circumstances under which such statements
>   were made, not misleading with respect to the period covered by this report;
>   3. Based on my knowledge, the financial statements, and other financial
>   information included in this report, fairly present in all material respects
>   the financial condition, results of operations and cash flows of the small
>   business issuer as of, and for, the periods presented in this report;
>   4. The small business issuer's other certifying officer and I are
>   responsible for establishing and maintaining disclosure controls and
>   procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
>   [omitted] for the small business issuer and have:
>   (a) Designed such disclosure controls and
>     procedures, or caused such disclosure controls and procedures to be designed
>     under our supervision, to ensure that material information relating to the
>     small business issuer, including its consolidated subsidiaries, is made
>     known to us by others within those entities, particularly during the period
>     in which this report is being prepared;
>     (b) [NOT REQUIRED]
>     (c) Evaluated the effectiveness of the small business issuer's disclosure
>     controls and procedures and presented in this report our conclusions about
>     the effectiveness of the disclosure controls and procedures, as of the end
>     of the period covered by this report based on such evaluation; and
>     (d) Disclosed in this report any change in the small business issuer's
>     internal control over financial reporting that occurred during the small
>     business issuer's most recent fiscal quarter (the small business issuer's
>     fourth fiscal quarter in the case of an annual report) that has materially
>     affected, or is reasonably likely to materially affect, the small business
>     issuer's internal control over financial reporting; and
>   5.
>   The small business issuer's other certifying officer and I have disclosed,
>   based on our most recent evaluation of internal control over financial
>   reporting, to the small business issuer's auditors and the audit committee of
>   small business issuer's board of directors (or persons performing the
>   equivalent functions):
>   (a) All significant deficiencies and
>     material weaknesses in the design or operation of internal control over
>     financial reporting which are reasonably likely to adversely affect the
>     small business issuer's ability to record, process, summarize and report
>     financial information; and
>     (b) Any fraud, whether or not material, that
>     involves management or other employees who have a significant role in the
>     small business issuer's internal control over financial
>   reporting.

|Date: October 13, 2003 | /s/ Mark V. McDonough                    
|---------------------- | -----------------------------------------
|                       | Mark V. McDonough Chief Financial Officer