Mail Stop 7010

      January 27, 2006

via U.S. mail and facsimile to (716) 695-6015


Mr. Douglas P. Taylor
Chief Executive Officer
Taylor Devices, Inc.
90 Taylor Drive, P.O. Box 748
N. Tonawanda, NY  14120-0748

      RE:	Taylor Devices, Inc.
      Form 10-KSB for Fiscal Year Ended May 31, 2005
Form 10-QSB for the Fiscal Quarters Ended August 31, 2005 and
November 30, 2005
		Filed August 26, 2005
      File No. 000-03498

Dear Mr. Taylor:

		We have reviewed the above referenced filings and have
the
following comments.  If you disagree with a comment, we will
consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the fiscal year ended May 31, 2005

Item 1. Description of Business, Principal Products

1. Please tell us and disclose, in future filings, the factors
used
to determine that you have one reportable segment as required in
paragraph 26 of SFAS 131.  We further note your disclosure of six
major product lines and your disclosure regarding sales
representatives and distributors in the United States, Canada and
other foreign countries.  In future filings, please disclose your
revenue for each product or each group of similar products as
required in paragraph 37 of SFAS No. 131 and your revenue and
long-
lived assets by geographic area in accordance with paragraph 38 of
SFAS No. 131.

Terms of Sale

2. Your disclosure in the Business section refers to consignment
sales.  Tell us whether or not you have inventory out on
consignment.
If so, tell us how you are accounting for consignment sales and
how
you considered Question 2 of SAB Topic 13:A:2.

Item 6. Management`s Discussion and Analysis or Plan of Operation,
Results of Operations for the year ended May 31, 2005

3. We note your results of operations section merely reiterates
what
is presented on your income statement.  In future filings, expand
your discussion of the results of your operations, specifically
sales
and cost of sales, to identify and quantify to the extent
possible,
the reasons for the decrease in sales and cost of sales year over
year.  For example, your disclosure should address why revenues
for
long-term construction projects dropped 25% during fiscal 2005.
Refer to Release No. 33-8350: Interpretation - Commission Guidance
Regarding Management`s Discussion and Analysis of Financial
Condition
and Results of Operations.

4. We note you recorded income of $62,000 during fiscal 2004
related
to proceeds from the life insurance policy of the Company`s
founder.
Tell us the nature of and your accounting for this transaction.
Cite
the authoritative guidance that supports your accounting.

Capital Resources, Line of Credit and Long-Term Debt, Inventory
and
Maintenance Inventory

5. We note that you have an inventory valuation allowance recorded
at
each balance sheet date.  Expand Management`s Discussion and
Analysis
to identify the nature of the inventory for which you have
recorded a
reserve and why your allowance for potential inventory
obsolescence
decreased 52% for the year ended May 31, 2005.  In this regard,
the
decrease in your inventory allowance account appears inconsistent
with the increase in your inventory balance and decrease in sales
over the same period.


Critical Accounting Policies

6. In future filings, please identify and disclose all of your
critical accounting policies and estimates that are critical to
your
consolidated financial statements.  Your disclosure should include
a
discussion of the material assumptions you made in arriving at the
critical estimate and to also advise an investor of the financial
statement impact if actual results differ from the estimate made
by
management.  See the SEC Interpretive Release No. 33-8350 and SEC
Other Release No. 33-8040, which you can find on our website at
www.sec.gov.

Off Balance Sheet Arrangements

7. Tell us whether or not you have any off-balance sheet
arrangements
including, but not limited to, any guarantees, derivatives,
retained
interests, and variable interests that you believe are reasonably
likely to have a material effect.  To the extent you have these
arrangements, your disclosure should discuss the business purpose
for
using the off balance sheet arrangement, the risks transferred and
retained as a result of this arrangement.  Please consider
providing
cross references to information in your footnotes and MD&A as
applicable in your future filings.

Consolidated Balance Sheets

8. With regards to you costs and estimated earnings in excess of
billings balance, tell us the following:
* Provide a roll-forward of this account for the fiscal year 2005
and
subsequent interim periods;
* Explain why this balance has increased over the prior year when
your discussion in the results of operations for the year ended
May
31, 2005 indicates that revenues for long-term construction
projects
dropped by 25% from the prior year and commission expense was
higher
in the prior year due to higher commission rates on large, long-
term
construction projects in production at that time;
* Tell us how much of this balance relates to costs and how your
accounting for these costs complies with paragraphs 69-72 of SOP
81-
1.  Further explain any significant changes in the amount of costs
recorded during fiscal 2005 and any subsequent interim period; and
* Tell us the amount in this balance that was billed subsequent to
year-end.

Note 9 Long-Term Debt

9. Your disclosure states that your notes are subject to
restrictive
covenants, however, you do not make an affirmative statement
regarding the compliance with the terms of the covenants.  In
future
filings, please note that all material covenants related to
outstanding debt should be discussed and analyzed. Refer to FRR
No.
72 - 501.13.

Note 11 Income Taxes

10. We note that you report a deferred tax asset of $639,500 at
May
31, 2005.  Provide us supplementally with your analysis to
substantiate your belief that it is more likely than not that your
deferred tax asset would be recoverable at May 31, 2005.  Your
analysis should address all positive and negative factors
considered
and assumptions made in making this assessment.

Item 8A. Controls and Procedures

11. We note that your certifying officers disclose their
conclusions
as to the adequacy of your disclosure controls and procedures.  In
this regard it does not appear that your certifying officers have
reached a conclusion that your disclosure controls and procedures
are
effective. Item 307 of Regulation S-B requires that your
certifying
officers disclose their conclusions regarding the effectiveness
(not
adequacy) of your disclosure controls and procedures as of the end
of
the period covered by the report.  See also paragraph 4(b) of
Exhibits 31.1 and 31.2.  Supplementally, confirm, if true, the
conclusions of management that the disclosures controls and
procedures are effective for the periods covered by the Form 10-
KSB
and subsequent Form 10-QSB`s.

Tayco Developments, Inc. "Developments"

12. We note your disclosure in Item 1 Description of Business,
under
Patents, Trademarks and Licenses that you and Tayco Developments
("Developments"), "share common management and a close business
relationship."  We further note other arrangements with
Developments
including manufacturing research activities, your issuance of an
unsecured promissory note payable to Developments, the lease for
office and laboratory facilities and the equity investments that
you
each own in each other.  Tell us how you considered FIN 46R with
regards to your investment in Developments, specifically
addressing
how you determined that Developments is not a Variable Interest
Entity requiring consolidation within your financial statements.


Form 10-QSB for quarters ended August 31, 2005 and November 30,
2005

Notes to Condensed Consolidated Financial Statements

13. In future filings, expand your notes to your consolidated
financial statements to include updated changes and amounts that
have
occurred since your most recent audited financial statements.
Refer
to Item 310(b)(2)(i) of Regulation S-B.


*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Ryan Rohn, Staff Accountant, at (202) 551-3739 or,
in
his absence, to Melissa Rocha, Staff Accountant, at (202) 551-
3854,
or to the undersigned at (202) 551-3255.

							Sincerely,



							Nili Shah
							Accounting Branch Chief

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Mr. Douglas P. Taylor
Taylor Devices, Inc.
January 27, 2006
Page 6



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE