For quarter ended November 30, 2003

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
      November 30, 2003
|------------------------------------------ |  | --------------------------------------
|Common Stock
      (2-1/2 cents par value) |  | 2,950,450                             







|TAYLOR DEVICES, INC.    
|------------------------
|                        
|**Index to Form 10-QSB**
|                        

|PART I                     | FINANCIAL INFORMATION | PAGE NO.                                                                                                       
|-------------------------- | --------------------- | ---------------------------------------------------------------------------------------------------------------
|                           |                       |                                                                                                                
|                           | Item
    1.           | Financial Statements                                                                                           
|                           |                       |                                                                                                                
|                           |                       | Condensed
      Consolidated Balance Sheets November 30, 2003, and May 31, 2003                                
|                           |                       |                                                                                                                
|                           |                       | Condensed Consolidated Statements of Income for the
      three and six months ended November 30, 2003 and 2002
|                           |                       |                                                                                                                
|                           |                       | Condensed Consolidated Statements of Cash Flows for
      the six months ended November 30, 2003 and 2002      
|                           |                       |                                                                                                                
|                           |                       | Notes to Condensed Consolidated Financial
      Statements                                                     
|                           |                       |                                                                                                                
|                           | Item
    2.           | Management's Discussion and
      Analysis or Plan of Operation                                                
|                           | Item 3.               | Controls and
    Procedures                                                                                    
|                           |                       |                                                                                                                
|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 Reports on Form
      8-K                                                                         
|                           |                       |                                                                                                                
|ACCOUNTANTS' REVIEW REPORT | 14                   
|SIGNATURES                 |                       | 15                                                                                                             

|TAYLOR DEVICES, INC. AND
  SUBSIDIARY      
|-------------------------------------------
|                                           
|                                           
|Part I - Item 1. Financial
      Statements
|                                           
|                                           
|                                           
|Condensed Consolidated Balance
      Sheets
|                                           
|**Assets**                                 
|******Current assets:**                    
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|****Maintenance and other inventory, net   
|                                           
|****Property and equipment, net            
|                                           
|****Investment in affiliate, at equity     
|                                           
|****Intangibles and other assets           
|                                           
|                                           
|                                           
|Liabilities and Stockholders'
      Equity 
|**Current
      liabilities:**             
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|Long-term liabilities                      
|Payables -
      affiliate, net            
|Minority stockholder's interest            
|
|                                           
|******Stockholders'
      Equity:**        
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           



*See notes to condensed consolidated financial
statements.*





|TAYLOR DEVICES, INC. AND
      SUBSIDIARY                |                                                                                                                                          |                                          |                            |                      
|-------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | -------------------------- | ---------------------
|                                                         |                                                                                                                                          |                                          |                            |                      
|Condensed Consolidated
      Statements of Income        | **(Unaudited)**                                                                                                                          | **(Unaudited)******                     
|                                                         | For
      the three monthsended
      November 30,****                                                                                   | ****For the six monthsended November 30,
|                                                         | 2003                                                                                                                                     | ****2002****                             | ******2003**               | 2002                 
|Sales, net                                               | **$3,354,261******                                                                                                                       | $3,040,983                               | ******$6,343,522********** | $7,062,314           
|                                                         |                                                                                                                                          |                                          |                            |                      
|************Cost
      of goods sold                     | **2,483,122**                                                                                                                            | 1,638,321                                | **4,881,170**              | 3,853,141            
|                                                         |                                                                                                                                          |                                          |                            |                      
|                                                         | **************Gross
      profit**                                                                                                       | **871,139**                              | 1,402,662                  | ******1,462,352******
|                                                         |                                                                                                                                          |                                          |                            |                      
|************Selling, general and administrative expenses | **1,068,881**                                                                                                                            | 975,967                                  | **2,012,002**              | 2,142,121            
|                                                         |                                                                                                                                          |                                          |                            |                      
|                                                         | **************Operating income
      (loss)******                                                                                        | **(197,742)******                        | 426,695                    | ******(549,650)******
|                                                         |                                                                                                                                          |                                          |                            |                      
|************Other
      expense, net                     | **28,166**                                                                                                                               | 69,089                                   | **15,662**                 | 144,834              
|                                                         |                                                                                                                                          |                                          |                            |                      
|                                                         | ************Income (loss) before provision for income taxes, equity in net
      income of affiliate and minority stockholder's interest | ****
      **(225,908)******             | 357,606                    | ******(565,312)******
|
|                                                         |                                                                                                                                          |                                          |                            |                      
|Provision for income taxes
    (benefit)                 | **(102,500)**                                                                                                                            | 132,000                                  | **(227,500)**              | 336,000              
|                                                         |                                                                                                                                          |                                          |                            |                      
|                                                         | ************Income (loss) before equity in net income of affiliate
      and minority stockholder's
      interest                       | ****                                     |                            |                      
|                                                         | **********(123,408)******                                                                                                                | 225,606                                  | ******(337,812)******      | 586,218              
|                                                         |                                                                                                                                          |                                          |                            |                      
|************Equity in net income of affiliate            | **8,828**                                                                                                                                | 4,689                                    | **27,475**                 | 11,650               
|                                                         |                                                                                                                                          |                                          |                            |                      
|                                                         | ************Income (loss) before minority stockholder's interest                                                                         | **(114,580)******                        | 230,295                    | ******(310,337)******
|                                                         |                                                                                                                                          |                                          |                            |                      
|************Minority stockholder's interest              | **(2,868)**                                                                                                                              | (5,187)                                  | **(8,240)**                | (10,374)             
|                                                         |                                                                                                                                          |                                          |                            |                      
|                                                         | **************Net income
      (loss)**                                                                                                  | **$
      (117,448)**                    | $ 225,108                  | **$(318,577)**       
|                                                         |                                                                                                                                          |                                          |                            |                      
|                                                         | Basic and diluted
      earnings (loss) per common share                                                                                 | **$
      (0.04)**                       | $ 0.08                     | **$
      (0.11)**   



*See notes to condensed consolidated
financial statements.*

|TAYLOR DEVICES, INC. AND
    SUBSIDIARY                  
|---------------------------------------------------------
|                                                         
|**Condensed Consolidated Statements of Cash
      Flows**
|                                                         
|For the six months ended November
    30,                
|                                                         
|**Cash flows from
      operating activities:**          
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|Cash flows from investing
      activities:              
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|Cash flows from financing
      activities:              
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|****Cash and cash equivalents
      - beginning          
|                                                         
|                                                         



*See notes to condensed consolidated
financial statements.*

|TAYLOR DEVICES, INC. AND
    SUBSIDIARY                       
|--------------------------------------------------------------
|                                                              
|**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 November 30, 2003 and May 31, 2003, the results of operations for the
      three and six months ended November 30, 2003 and 2002, and cash flows for
      the six months ended November 30, 2003 and 2002. 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, 2003.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2. | The May 31, 2003 condensed
      consolidated balance sheet has been reclassified to conform with the
      condensed consolidated balance sheet presentation of the Payable -
      affiliate, net adopted for 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | For the three and six month
      period ended November 30, 2003, the loss was divided by 2,950,450, which
      is net of the Treasury shares, to calculate the loss per share. For the
      three and six month period ended November 30, 2002, the profit was divided
      by 2,883,998,which is net of the Treasury shares, to calculate the
      earnings per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | The results of operations for
      the six month period ended November 30, 2003 are not necessarily
      indicative of the results to be expected for the full
  year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

|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 Operations," 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 update the forward-looking statements in this
report.

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 six months ended
      November 30, 2003 and 2002
|----------------------------------------------------------------- | -------------------------------------------------------------------
|                                                                  | Increase (Decrease)                                                
|Sales, net                                                        |                                                                    
|Cost of goods
    sold                                            |                                                                    
|Selling, general and
      administrative expenses                |                                                                    
|Other expense,
    net                                            |                                                                    
|Income (loss)
      before provision for income taxes, equity in  |                                                                    
|net income of affiliate
      and minority stockholder's interest | ($1,488,000)                                                       
|Provision for income
      taxes (benefit)                        |                                                                    
|Income (loss)
      before equity in net income of affiliate      |                                                                    
|and minority stockholder's
      interest                         | ($924,000)                                                         
|Equity in net income of
      affiliate                           |                                                                    
|Net income
    (loss)                                             |                                                                    

|TAYLOR DEVICES,
      INC.                                                           
|-------------------------------------------------------------------------------------
|                                                                                     
|**Management's Discussion and Analysis or
      Plan of****Operation****(Continued)**
|                                                                                     

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 six months ended November 30, 2003** (All figures being discussed are
for the six months ended November 30, 2003 as compared to the six months ended
November 30, 2002.)

The Company's consolidated results of operations
showed a 10% decrease in net revenues with a decrease in net income from
$587,000 to a net loss of $319,000. Gross profit decreased by 54%. The gross
profit as a percentage of net revenues for the quarter was 23% as compared to
45% for the same period in the prior year. Gross margin for the prior year
period benefited from the final shipment or near close-out of several large
orders that had been taken into revenue on a progress bill and estimated cost
basis. The final close-out costs or revised estimates for these orders was more
favorable than had been anticipated at the beginning of that period. The product
mix in the current period includes a reduced percentage of highly engineered
aerospace products and an increased percentage of very competitively bid
construction projects which combined to result in a reduced gross margin and
which are now coming to completion.  The Company expects that profit
margins will improve in the coming quarters based on the make-up of the current
backlog which indicates future aerospace sales increasing and improved profit
margin on design / build bridge and building construction projects. Certain
long-term construction projects in Asia, which were very competitively bid, are
now completed. The weaker U.S. dollar is expected to help make our products more
competitive in foreign markets.

Selling, general and administrative expenses decreased by
approximately 6% from the prior year primarily due to lower levels of commission
expense, which is directly related to the level of sales for the period. A 33%
decrease in advertising and promotion expenses contributed to the savings over
the prior year.

Depreciation expense increased by $13,000 over
the same period of the prior year.

The above factors resulted in an operating loss
of $550,000 for the six months ended November 30, 2003 as compared to operating
income of $1,067,000 in the same period of the prior year.

Interest expense decreased by approximately 50%
from the same period of the prior year due to a combination of lower interest
rates on the Company's variable long-term and short-term debt along with a lower
level of use of the Company's operating line of credit. The line of credit is
used primarily to fund the production of larger projects that do not allow for
advance payments or progress payments.

Other income of $60,000 in the six months ended
November 30, 2003 is primarily the excess of proceeds from the life insurance
policies on the Company's founder, Paul H. Taylor, over the net of the cash
surrender value of the policies and loans against the policies.

**For the three months ended November 30,
2003** (All figures being discussed are for the three months ended
November 30, 2003 as compared to the three months ended November 30,
2002.)

The Company's consolidated results of operations
showed a 10% increase in net revenues with a decrease in net income from
$225,000 to a net loss of $117,000. Gross profit decreased by 38%. The gross
profit as a percentage of net revenues for the quarter was 26% as compared to
46% for the same period in the prior year. The factors affecting the gross
profit in the three months ended November 30, 2003 as compared to the three
months ended November 30, 2002 are the same as noted above for the six month
period.

Selling, general and administrative expenses
increased by approximately 10% from the prior year primarily due to higher
levels of commission and royalty expenses, which are directly related to the
level of sales for the period.

Depreciation expense increased by $6,000 over
the same period of the prior year.

The
above factors resulted in an operating loss of $198,000 for the three months
ended November 30, 2003 as compared to operating income of $427,000 in the same
period of the prior year.

Interest expense decreased by approximately 58%
from the same period of the prior year due to a combination of lower interest
rates on the Company's variable long-term and short-term debt along with a lower
level of use of the Company's operating line of credit.

**Capital Resources, Line
of Credit and Long-Term Debt**

The Company's primary liquidity and capital requirements
relate 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 positive cash flows and from bank financing.

Capital expenditures for the six months ended
November 30, 2003 were $34,000 compared to $44,000 in the same period of the
prior year. There are no material commitments for capital expenditures as of
November 30, 2003.

The Company has a $7,500,000 line of credit on
which there is a $191,000 balance outstanding as of November 30, 2003, down from
the $4,300,000 balance outstanding as of May 31, 2003. The balance is expected
to be paid in full during the third quarter of the fiscal year ending May 31,
2004 as payments are received from customers for significant projects that are
now completed. The line of credit will be retained and the outstanding balance
of the line 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 four years are as follows: 2004 - $91,000; 2005 - $220,000; 2006
- $231,000; 2007 - $243,000; and 2008 - $232,000.

Inventory, at $4,207,000 as of November 30,
2003, is lower by approximately 12% over the prior year-end. Of this,
approximately 86% is work in process, 8% is finished goods, and 6% 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. Therefore, management of the Company has recorded an
allowance for potential inventory obsolescence. Management intends to rework
slow-moving inventory, where applicable, to convert it to product to be used on
customer orders.

The provision for potential inventory
obsolescence was $90,000 for the six-month period ended November 30, 2003 as it
was for the same period last year.

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 $2,548,000 as of November 30, 2003 includes approximately $462,000
of amounts retained by customers on long-term construction projects. The
decrease in accounts receivable over the prior year-end by approximately
$1,672,000 is due to the final collection of receivables on certain long-term
projects. All of these amounts, including the retainage, are expected to be
collected during the current fiscal year.

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 foreign
customers. The $1,590,000 balance in this account at November 30, 2003 is a 59%
decrease from the prior year-end. This decrease results from increased billings
to the customers as many of the long-term projects are at an advanced stage of
completion at November 30, 2003. The entire amount is expected to be billed
during the current fiscal year.

As noted, above, the current liability,
"billings in excess of costs and estimated earnings", represents billings to
customers in excess of revenues recognized. The $309,000 balance in this account
at November 30, 2003 is an increase from the $160,000 balance at the end of the
prior year. Final delivery of product under these contracts is expected to occur
during the current fiscal year.

The Company's backlog of sales orders at
November 30, 2003 is $7.5 million, down from the backlog at the end of the prior
year of $9.2 million. $3.2 million of the current backlog is on projects already
in progress.

Accounts
payable, at $996,000 as of November 30, 2003, is approximately $373,000 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 November 30,
2003 are $1,283,000. This is approximately $350,000 lower than the prior
year-end. The current accrued amount is expected to be paid during the fiscal
year ending May 31, 2004.

Goodwill represents the excess of purchase price paid
over fair value of net assets acquired. In accordance with Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets",
the Company stopped amortizing goodwill effective June 1, 2002. The Company
assesses for the potential impairment of goodwill at least annually by
determining whether its carrying amount exceeds its implied fair value. The
Company completed its assessment of goodwill for the year ended May 31, 2003 and
determined that an impairment charge was not warranted.

During the six months ended November 30, 2003, the
Company purchased 4,600 shares of its common stock via the Share Repurchase
Program authorized by the Board of Directors. From time to time, subject to
market price, the Company expects to continue reacquiring shares.

Management
believes that the Company's internally generated cash flows and borrowing
capacity under the bank line of credit will be sufficient to fund ongoing
operations, capital improvements and share repurchases for the fiscal year ended
May 31, 2004.







|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 a date within
90 days of the filing date of this quarterly report 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 significant changes in the Company's internal controls or in other
factors that could significantly affect such controls subsequent to the date of
their evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

|TAYLOR DEVICES, INC.                 
|-------------------------------------
|                                     
|**Part II - Other
      Information**
|                                     

| |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ITEM
1       | Legal
      Proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |              | None
      except for routine litigation incidental to the Company's
    business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ITEM
      2 | Changes in
      Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |              | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ITEM
      3 | Defaults
      Upon Senior Securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |              | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ITEM
      4 | Submission
      of Matters to Vote of Securities Holders
      The Annual Meeting of Shareholders was held on
      November 14, 2003. The total outstanding number of shares on the meeting
      record date of September 22, 2003 was 2,926,460. A total of 2,293,006
      shares were present in person or by proxy at the meeting. The following
      are the election results for the slate of directors presented by
      management:
      Two Class 2 Directors of the Company were
      elected to serve a three year term expiring in 2006.
      Donald B. Hofmar - 2,270,586 shares voted
      *for*and 22,420 shares *withheld*.Richard
      G. Hill - 2,261,249 shares voted *for*and 31,757 shares
      *withheld*.
| | ITEM
      5 | Other
      Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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| | ITEM 6       | Exhibits
      and Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
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| | (a)          | Exhibits                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
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| | 20           | News from
      Taylor Devices, Inc. Shareholder Letter, Winter 2003-2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | 31.1         | Certification
      of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley
      Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 31.2         | Certification
      of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley
      Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | 32.1         | Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 32.2         | Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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| | (b)          | Reports on
      Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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| |              | None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       





|                                    
|------------------------------------
|                                    
|**Accountants' Review
      Report**
|                                    

The
Board of Directors and StockholdersTaylor Devices, Inc.

We have reviewed the condensed consolidated
balance sheet of Taylor Devices, Inc. and Subsidiary as of November 30, 2003,
and the related condensed consolidated statements of income and cash flows for
the three and six months ended November 30, 2003 and 2002. 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 auditing standards generally
accepted in the United States of America, 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
accounting principles generally accepted in the United States of
America.

We have previously audited, in accordance with
auditing standards generally accepted in the United States of America, the
consolidated balance sheet as of May 31, 2003, 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 August 8, 2003,
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, 2003 is fairly stated, in all material respects, in
relation to the balance sheet from which it has been derived.

Lumsden & McCormick, LLP Buffalo, New York December 19, 2003

|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: | January 13, 2004
|--- | -------------------------------------------------------------------------------------------------- |  | ----- | ----------------
|    | Douglas P. Taylor
      President Chairman of the Board of Directors (Principal Executive Officer) |  |       |                 

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

|By: | s/Mark V. McDonough                             |  | Date: | January 13, 2004
|--- | ----------------------------------------------- |  | ----- | ----------------
|    | Mark V. McDonough
      Chief Financial Officer |  |       |