SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
                          FORM 10-QSB

       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934


For quarter ended August 31, 1998

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             (I.R.S. Employer
incorporation or organization)            Identification Number)  



90 TAYLOR DRIVE, NORTH TONAWANDA, NEW YORK             14120-0748
Address of principal executive offices                   Zip Code

Registrant's telephone number, including area code -   716-694-0800


Indicate by check mark whether the registrant (1) has filed all
annual, quarterly, and other reports required to be filed with all
the Commission and (2) has been subject to the filing requirements
for at least the past 90 days.  

Yes  X   No    

Indicate the number of shares outstanding, of each of the Issuer's
classes of common stock as of the close of the period covered by
this report.



        CLASS                       Outstanding at August 31, 1998
      Common Stock                            2,771,925
(2-1/2 cents par value)


                                
                                
                          FORM 10-QSB
                  TAYLOR DEVICES, INC. - INDEX


PART I - FINANCIAL INFORMATION
                                                                  
                                                         PAGE NO.

     Item 1.   Financial Statements                              

               Consolidated Condensed Balance Sheets            3
               August 31, 1998, and May 31, 1998

               Consolidated Condensed Statements of Income      4
               for three months ended August 31, 1998 and
               August 31, 1997

               Consolidated Statement of                        5
               Cash Flows - three months ended
               August 31, 1998 and August 31, 1997

               Notes to Consolidated Condensed Financial        6
               Statements                                        

     Item 2.   Management's Discussion and Analysis of the      7
               Financial Condition and Results of Operations     


PART II - OTHER INFORMATION

     Item 1.   Legal Proceedings                                9

     Item 2.   Changes in Securities                            9

     Item 3.   Defaults upon Senior Securities                  9

     Item 4.   Submission of Matters to Vote of Security
               Holders                                          9

     Item 5.   Other Information                                9

     Item 6.   Exhibits and Report on Form 8-K                  9


SIGNATURES                                                     10

                                <PAGE>
                                
                          FORM 10-QSB
       TAYLOR DEVICES, INC. - CONSOLIDATED BALANCE SHEET
                                  
     ASSETS                              8/31/98        5/31/98
Current
  Cash                                 $ 1,471,832    $ 1,696,506
  Funds Held By Trustee                    - 0 -          113,193
  Trade Accounts Receivable              1,848,006      1,613,087
  Inventories                            3,055,451      3,032,239
  Prepaid and Refundable Income Taxes      113,105         65,308
  Prepaid Expenses                          26,467        111,400
      Total Current Assets             $ 6,514,861    $ 6,631,733

Investments - Affiliate, at equity         228,492        222,392

Property and Equipment - Net             2,921,259      2,917,808

Other Assets        
  Other                                    441,368        347,744
     Total Other Assets                $   441,368    $   347,744
TOTAL ASSETS                           $10,105,980    $10,119,677

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current
  Current Portion of Long Term Debt    $   626,381    $   327,287
  Payables -   Trade                       921,623      1,226,035
          Affiliate-Current                129,527        117,349
          Construction-in-Progress          - 0 -          - 0 -
  Accrued Income Tax                       149,171        165,481
  Accrued Expenses                         301,742        476,857
  Advanced Payments - Customers            759,903        756,659
     Total Current Liabilities         $ 2,888,347    $ 3,069,668

Non Current
  Long Term Debt                       $ 1,990,635    $ 1,952,724
  Deferred Income Tax                       - 0 -          20,900 
     Total Non Current Liabilities     $ 1,990,635    $ 1,973,624

Minority Stockholders' Interest        $   269,728    $   264,436

     STOCKHOLDERS' EQUITY
  Common Stock, par value $.025 a                                 
  share, authorized 8,000,000 shares   $    69,298    $    69,129
  Paid - In Capital                      2,587,354      2,562,654
  Retained Earnings                      2,383,771    $ 2,263,319

Less: Cost of Treasury Stock:
  28,432 & 28,432 shares respectively       83,153         83,153
TOTAL STOCKHOLDERS' EQUITY             $ 4,957,270    $ 4,811,949

TOTAL LIABILITIES & STOCKHOLDERS'      $10,105,980    $10,119,677
EQUITY





                          FORM 10-QSB
                      TAYLOR DEVICES, INC.
           CONSOLIDATED CONDENSED STATEMENT OF INCOME

                                     THREE MONTHS ENDED AUGUST 31
                                                                  
                                             1998         1997

NET SALES                               $2,513,757   $2,497,912   

COST OF PRODUCT SOLD                     1,628,250    1,746,589 

     Gross Profit                       $  885,507   $  751,323


EXPENSES

Selling and Administrative                 657,453      579,362

Profit (loss) from Operations           $  228,054   $  171,961


OTHER INCOME/(EXPENSE)
     Rental - Affiliates                $    2,500   $    2,500
     Miscellaneous                           8,653        1,367
     Interest                              (53,566)     (33,309) 
NET OTHER                               $  (42,413)  $  (29,442)

NET INCOME BEFORE
PROVISION FOR TAXES                     $  185,641   $  142,519
     Provision for Income Taxes             65,997       54,425

INCOME BEFORE EQUITY IN EARNINGS
OF AFFILIATES                              119,644       88,094

EQUITY IN EARNINGS OF AFFILIATES             6,100        7,590

NET INCOME BEFORE MINORITY
STOCKHOLDERS' INTEREST                  $  125,744   $   95,684
     Minority Stockholders' Interest         5,292        5,292

NET INCOME                              $  120,452   $   90,392

Earnings Per Share                      $      .04   $      .03




<PAGE>
                          FORM 10-QSB
                      TAYLOR DEVICES, INC.
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     THREE MONTHS ENDED AUGUST 31
                                                1998        1997
Cash Flows From Operating Activities        $120,452    $ 90,392
 Net income
 Adjustments to reconcile net income
  to net cash provided by operating
  activities:
   Depreciation and amortization              65,580      65,280
   Equity in net income of affiliate          (6,100)    (20,190)
   Increase in cash value - life insurance      -0-         -0-
   Deferred income taxes                     (47,797)       -0-
   Tax benefit - stock option plan              -0-         -0-
   Minority stockholder's interest             5,292       5,292
   Common stock issued, charged to
    compensation expense, net                   -0-         -0-
   Interest income - funds held by trustee
   Changes in:
    Receivables                             (220,670)   (405,063)
    Inventories                              (23,212)    140,157
    Prepaid expenses                         150,241      (1,251)
    Payables - trade                        (254,412)   (262,387)
    Payables - affiliates                     12,178      33,304
    Advance payments, customers                3,244      20,479
    Accrued income taxes                     (16,310)    (65,992) 
    Accrued expenses                         (75,835)    (11,677)
     Net cash provided by operating 
     activities                             (287,349)   (411,656)
Cash Flows From Investing Activities
 Acquisition of property and equipmet        (69,031)    (32,445)
 Proceeds from sale of tax free money fund
  held by trustee                                -0-         -0-
 Cash received from trustee                      -0-         -0-
 Cash remitted to trustee                   (149,443)    (30,000)
   Net cash used for investing activities   (218,474)    (62,445)
Cash Flows From Financing Activities
 Financing costs paid                            -0-         -0-
 Borrowings - bank demand notes              300,000         -0-
 Repayments - bank demand notes                  -0-         -0-
            - long-term debt                 (43,890)    (52,842)
 Proceeds from issuance of common stock
  - employee stock purchase plan              25,039      18,191
  - exercise of stock options                    -0-      21,187
   Net cash used for financing activities    281,149     (13,464)
   Net increase/(decrease) in cash and    
    cash equivalents                        (224,674)   (487,565)
Cash and Cash Equivalents Balance at 
 Beginning of Year                         1,696,506   1,096,456
Cash and Cash Equivalents Balance at 
  End of Period                            1,471,832     608,891

<PAGE>
                          FORM 10-QSB
                      TAYLOR DEVICES, INC.
      NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENT



1.   In opinion of the Company, the accompanying unaudited
     consolidated condensed financial statements contain all
     adjustments necessary to present fairly the financial position
     as of August 31, 1998 and May 31, 1998 and the results of
     operations for the three months ended August 31, 1998 and
     August 31, 1997 and changes in financial position for the
     three months then ended.

2.   There is no provision nor shall there be any provisions for
     profit sharing, dividends, or any other benefits of any nature
     at any time for this fiscal year.

3.   For the three month period ended August 31, 1998, the profit
     was divided by 2,771,925 (less 28,432 Treasury shares) to
     calculate the earnings per share.  For the three month period
     ended August 31, 1997, the profit was divided by 2,749,667
     (less 28,442 Treasury shares) to calculate the earnings per
     share.

4.   The results of operations for the three month period ended
     August 31, 1998 are not necessarily indicative of the results
     to be expected for the full year. 

<PAGE>
                          FORM 10-QSB
                      TAYLOR DEVICES, INC.
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.  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.

The following is Management's discussion and analysis of certain
significant factors which have affected the Company's earnings
during the periods included in the accompanying consolidated
condensed statements of income.

A summary of the period to period changes in the principal items
included in the consolidated statements of income is shown below:

                                Comparisons of three months ended
                                August 31, 1998 - August 31, 1997
                                       Increase  (decrease)

Net Sales                                   $   15,845

Cost of Sales                                 (118,339)

Selling, General and
  Administrative Expenses                       78,091

Other Expenses                                   - 0 -

Other Income                                     7,286 

Interest Expense                                20,257

Net Profit Before Tax and
  Minority Shareholders' Interest               43,122

Provision for Income Tax                        11,572

Net Profit Before Equity in
  Earnings of Affiliates                        31,550

Equity in Earnings of Affiliates                (1,490)
Minority Stockholders' Interest                  - 0 -
Net Income                                  $   30,060



<PAGE>
                           FORM 10-QSB
                       TAYLOR DEVICES, INC.
                 MANAGEMENT'S DISCUSSION (CON'T)

In the first quarter of Fiscal Year 1999 (QI99), the Company
experienced a significantly improved gross margin performance which
helped generate a 33% improvement in Net Income on an essentially
level sales volume.

In QI99, the Company's shipment mix, consisting of proportionately
more repeat defense orders and seismic progress billings than the
comparable period in Fiscal Year 1998 (QI98), produced a gross
margin figure of $885,507, or 35.2% of the sales figure of
$2,513,757.  In QI98, shipments of $2,497,912 produced a gross
margin figure of $751,323, or 30.1%.  Selling, General and
Administrative (SGA) costs increased to $657,453 in QI99 from
$579,362 due primarily to the royalty and commission costs
associated with the differing product mix.  Operating Income
improved from the QI98 figure of $171,961 to $228,054 in QI99.

Net Other expenses increased to $42,413 in QI99 from the figure of
$29,442 for QI98 as a result of the interest expense on the loans
taken out in mid FY98 to finance the construction of the new
seismic test/assembly structure.  Pretax income improved from 
$142,519 for QI98 to $185,641 in QI99.  With the impact of
Affiliate Income and Minority Shareholder Interest remaining stable
between the two periods, the reported Net Income for QI99 was
$120,452 and $.04 per share compared to $90,392 and $.03 per share
in QI98.

The increasing proportion of seismic orders in the product mix
continues to impact the Company's balance sheet.  The Inventory
remains at a relatively high level as a few large shipments
continue to be delayed by design alterations and customer delivery
changes.  Receivables also experienced an increase due, in part, to
contractual retainages held by customers until final product
installation.  The cash balance remains at a very favorable level,
due in large measure to the continuing receipt of progress and
advanced payments on certain larger seismic orders.

The Company's management continues to monitor trends in the seismic
protection market.  An effort is currently underway to apply
increased product standardization in response to shorter, strictly
enforced delivery dates and competitive pressures from
manufacturers of similar and competing products.

Although delays in order placement and changes in delivery
schedules are common occurrences, based on the current trend of
mid-sized, short turn-around time orders that are the most
prevalent in the seismic market, Management believes that revenues
and income should approximate or exceed last year's levels.


<PAGE>
                          FORM 10-QSB
                      TAYLOR DEVICES, INC.


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 

          In the period 6/1/98 to 8/31/98, the Company's reported
          total of outstanding shares increased by 6,795 as
          itemized below:

               1.   Employee Stock Ownership Plan      6,795


     ITEM 6   Exhibits and Reports of Form 8-K - None

<PAGE>
                          FORM 10-QSB
                      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  10/06/98       

     Douglas P. Taylor
     Chairman of the Board of Directors
     President
     (Principal Executive Officer)

          AND


By    /s/ Kenneth G. Bernstein               Date  10/06/98       
     Kenneth G. Bernstein
     Treasurer &
     Chief Accounting Officer