Mail Stop 7010

      March 3, 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
		Filed August 26, 2005
      File No. 000-03498

Dear Mr. Taylor:

		We have reviewed your response letter dated February 27,
2006 to our letter dated January 27, 2006 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.

Item 1. Description of Business, Principal Products

1. We have reviewed your response to our prior comment 1 and it is
unclear to us how you will comply with the requirements in
paragraph
37 of SFAS No. 131.  Based on your response, it appears that you
will
disclose that all revenue is derived from similar products and
services.  However, we note your disclosure under Item 1.
Description
of Business discusses six major product lines.  Please revise your
proposed disclosure to disclose revenue by product line as
required
in paragraph 37 of SFAS No. 131 or provide us with an analysis if
your disclosure will be less than the six product lines currently
discussed in your Business section.

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

2. We note your response to our prior comment 5.  Due to the
significance of your allowance for inventory obsolescence related
to
maintenance and other inventory, we remind you that if you sell
this
inventory in future periods, your MD&A disclosure should reflect
the
impact the subsequent sales had on your gross margins and
earnings.

Note 11. Income Taxes

3. We note your response to prior comment 10 with regards to why
you
believe that it is more likely than not that your deferred tax
asset
would be recoverable at May 31, 2005.  As previously requested,
provide us with an analysis of all the positive and negative
factors
considered in making this assessment as outlined in paragraphs 20
through 25 of SFAS No. 109.  We note your history of operating
losses
and a steady decline in net sales from 2002 to 2005, resulting in
a
decline of 30% in net sales over this period.

Tayco Developments, Inc. "Developments"

4. In future filings, please consider disclosing, in your
consolidation policy, your analysis that Developments does not
meet
the consolidation requirements of FIN 46R and therefore is
accounted
for under the equity method of accounting.



*    *    *    *


		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.





      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.
March 3, 2006
Page 3



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

         DIVISION OF
CORPORATION FINANCE