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 November 30, 2001

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, 2001
Common Stock (2-1/2 cents par value)	2,826,791

TAYLOR DEVICES, INC.

Index to Form 10-QSB

PART I	FINANCIAL INFORMATION		PAGE NO.
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of November 30, 2001, and May 31, 2001		3
		Condensed Consolidated Statements of Income for three months ended November 30, 2001 and November 30, 2000, and six months ended November 30, 2001 and November 30, 2000		4
		Condensed Consolidated Statements of Cash Flows for six months ended November 30, 2001 and November 30, 2000		5
		Notes to Condensed Consolidated Financial Statements		6
	Item 2.	Management's Discussion and Analysis of the Financial Condition and Results of Operations		7
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings		10
	Item 2.	Changes in Securities		10
	Item 3.	Defaults upon Senior Securities		10
	Item 4.	Submission of Matters to Vote of Security Holders		10
	Item 5.	Other Information		10
	Item 6.	Exhibits and Reports on Form 8-K		10
ACCOUNTANTS' REVIEW REPORT				11
SIGNATURES				12

TAYLOR DEVICES, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets			(Unaudited)
			November 30, 2001	May 31, 2001
Assets
Current assets:
	Cash and cash equivalents		$ 296,746	$ 59,847
	Short-term investments		251,764	251,764
	Accounts receivable		2,616,382	3,196,831
	Inventory		5,755,592	3,784,824
	Costs and estimated earnings in excess of billings		4,904,911	3,096,325
	Other current assets		381,348	541,186
		Total current assets	14,206,743	10,930,777
Property and equipment, net			4,069,387	3,689,345
Investment in affiliate, at equity			359,200	335,585
Intangibles and other assets			370,067	377,291
			$19,005,397	$15,332,998
Liabilities and Stockholders' Equity
Current liabilities:
	Short-term borrowings and current
		portion of long-term debt	$ 3,828,555	$ 2,134,786
	Payables - trade		1,137,400	1,525,432
	Payables - affiliate		450,148	391,009
	Billings in excess of costs and estimated earnings		2,301,713	1,340,412
	Other current liabilities		1,313,358	1,041,917
		Total current liabilities	9,031,174	6,433,556
Long-term liabilities			1,557,573	1,051,279
Minority stockholder's interest			353,957	346,233
Stockholders' Equity:
	Common stock and additional paid-in capital		3,248,692	3,012,071
	Retained earnings		5,445,719	4,883,104
			8,694,411	7,895,175
	Treasury stock - at cost		(631,718)	(393,245)
		Total stockholders' equity	8,062,693	7,501,930
			$19,005,397	$15,332,998

See notes to condensed consolidated financial statements.

TAYLOR DEVICES, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Income		(Unaudited)		(Unaudited)
		For the three months ended November 30,		For the six months ended November 30,
		2001	2000	2001	2000
Sales, net		$3,690,875	$2,676,857	$7,630,938	$5,290,273
Cost of sales		2,077,204	1,613,795	4,323,167	3,159,685
	Gross profit	1,613,671	1,063,062	3,307,771	2,130,588
Selling, general and administrative expenses		1,324,811	822,884	2,380,143	1,625,106
	Operating income	288,860	240,178	927,628	505,482
Other expense, net		50,329	51,082	97,904	73,359
	Income before provision for income taxes, equity in net income of affiliate and minority stockholder's interest	238,531	189,096	829,724	432,123
Provision for income taxes		77,400	70,300	283,000	152,300
	Income before equity in net income of affiliate< and minority stockholder's interest	161,131	118,796	546,724	279,823
Equity in net income of affiliate		13,725	1,761	23,615	5,861
	Income before minority stockholder's interest	174,856	120,557	570,339	285,684
Minority stockholder's interest		(3,171)	(4,305)	(7,724)	(11,046)
	Net income	$ 171,685	$ 116,252	$ 562,615	$ 274,638
	Basic and diluted earnings per common share	$ 0.06	$ 0.04	$ 0.20	$ 0.10
See notes to condensed consolidated financial statements.

TAYLOR DEVICES, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
						(Unaudited)
For the six months ended November 30,					2001		2000
Cash flows from operating activities:
	Net income				$ 562,615		$ 274,638
	Adjustments to reconcile net income to net cash flows from
	operating activities:
		Depreciation and amortization			137,522		135,534
		Provision for losses on accounts receivable			(10,000)		- 0 -
		Equity in net income of affiliate			(23,615)		(5,861)
		Minority stockholder's interest			7,724		11,046
		Changes in other current assets and current liabilities:
			Accounts receivable		590,449		78,330
			Inventory		(1,970,768)		(506,806)
			Costs and estimated earnings in excess of billings		(1,808,586)		267,644
			Other current assets		68,643		42,008
			Payables - trade		(388,032)		(169,444)
			Payables - affiliate		59,139		(103,648)
			Billings in excess of costs and estimated earnings		961,301		-0-
			Other current liabilities		271,441		(248,224)
				Net cash flows for operating activities	(1,542,167)		(224,783)
Cash flows from investing activities:
	Acquisition of property and equipment				(510,340)		(161,073)
	Other investing activities				91,195		75,938
				Net cash flows for investing activities	(419,145)		(85,135)
Cash flows from financing activities:
	Net short-term borrowings and repayments
	on long-term debt				1,693,769		456,741
	Proceeds from long-term debt				506,294		- 0 -
	Proceeds from issuance of common stock				236,621		60,847
	Acquisition of treasury stock				(238,473)		(66,405)
				Net cash flows from financing activities	2,198,211		451,183
				Net increase in cash and cash equivalents	236,899		141,265
Cash and cash equivalents - beginning					59,847		552,804
				Cash and cash equivalents - ending	$ 296,746		$ 694,069
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, 2001 and 2000 and the results of operations and cash flows for the three and six months then ended. 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, 2001.
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 six month period ended November 30, 2001, the profit was divided by 2,826,791 shares, which is net of the Treasury shares, to calculate the earnings per share. For the six month period ended November 30, 2000, the profit was divided by 2,773,535 shares to calculate the earnings per share, which is net of the Treasury shares.
4.	The results of operations for the six month period ended November 30, 2001 are not necessarily indicative of the results to be expected for the full year.

TAYLOR DEVICES, INC.

Management's Discussion and Analysis of the Financial Conditionand Results of Operations

Cautionary Statement

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. Words such as "expects," "intends," "believes," "anticipates," "estimates," "assumes," and analogous expressions are intended to identify 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, many or all of which may be beyond the control of the Company. 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 condensed consolidated 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:

	Comparison of the six months ended November 30, 2001 and November 30, 2000
	Increase (Decrease)
Net sales		2,340,665
Cost of sales		1,163,482
Selling, general and administrative expenses		755,037
Other expense, net		24,545
Income before tax and minority stockholder's interest		397,601
Provision for income taxes		130,700
Income before equity in net income of affiliate		266,901
Equity in net income of affiliates		17,754
Minority stockholder's interest		(3,322)
Net income		287,977

TAYLOR DEVICES, INC.

Management's Discussion (Continued)

The Company's recent trend of producing new period and quarterly record financial figures continued for the six months and quarter ending November 30, 2001. Revenues and Net Income were at record levels for both periods being reported.

For the six months ended November 30, 2001 (all figures being compared are for six months y-t-d FY2002 vs. six months y-t-d FY2001)

Net Sales for the first six months of Fiscal Year 2002 were a six month year-to-date record high $7,630,938, representing a 44.2% increase over the prior year's figure $5,290,273. The improvement was due primarily to increased progress billings against large seismic products orders. In the current period, Gross Margin was recorded at $3,307,771 and 43.3% of sales, improving on FY01's Gross Margin of $2,130,588 and 40.3% of sales. In both periods, the gross margin figure represents the composite of costs calculated for discrete OEM shipments, interim estimates for in-progress projects and final adjustments for completed projects. The improvement in the gross margin performance can be attributed to an extended period of high labor utilization rates resulting in improved internal overhead rates, and the initial progress billings against certain high-margin seismic product orders.

Selling, General and Administrative Expenses were $2,380,143 and 31.2% of sales in the current period compared to $1,625,106 and 30.7% in the prior year. Of the $755,037 increase in SGA expense, approximately $646,000 was generated by sales/marketing related items such as commissions, royalties, advertising and consultant fees. Net Other Expense increased to $97,904 from $73,359 due primarily to an increased usage of the Line of Credit to fund certain projects which do not contain progress payment provisions and to temporarily fund the increase in inventory as discussed subsequently in this report.

Net Income improved to a record high $562,615 and $0.20 earnings per share, a 104.9 % increase over last year's figure of $274,638 and $0.10 earnings per share.

For the three months ended November 30, 2001 (all figures being compared are for the three months ended 11/30/01 vs. the three months ended 11/30/00)

Net Sales in the current period reached a record-high $3,690,875, a 37.9% increase over the $2,676,857 figure recorded in the second quarter of last year. Gross Margin improved to $1,613,671 and 43.7% of sales versus last year's figures of $1,063,062 and 39.7% of sales. As discussed previously, the improvement in revenues and gross margin performance was generated primarily by increased progress billings against seismic product orders.

SGA expenses totaled $1,324,811 representing 35.9% of sales compared to $822,884 and 30.7% of sales for FY2001 with the changes from period to period attributable primarily, as discussed above, to variable sales- related expenses such as commissions, royalties and consulting fees. Net Other Expense remained stable between the two periods, $50,329 in FY02 versus $51,082 in FY01 as increased interest expense was offset by insurance refunds and miscellaneous income.

Net Income figures for the period were $171,685 and $.06 earnings per share, producing a 47.7% improvement over the results of $116,252 and $.04 per share for FY01.

The Company's Balance sheet reflects the Company's commitment to maintaining its position in the seismic products market. Over the past year there has been a concerted effort to identify and design a series of products that would constitute the basis of a standard product line. In the past six months, the company has been purchasing and manufacturing the components of these standard lines, as reflected in the increased inventory figure. At this time, management anticipates that it can begin to relieve the inventory and generate progress billings for these standard lines in the upcoming quarter.

The development phases of the two aerospace/defense projects that have been in-house for the past two years have been essentially completed and are in the testing stage. Management is currently pursuing another large-scale development order in the aerospace/defense market.

The Company's upgrade/expansion effort undertaken in Fiscal Year 2001 is almost complete. Equipment that will improve production efficiency has been ordered and should be in place by the end of FY 2002.

The Company's backlog at 11/30/01 was approximately $14,100,000. This figure includes the Company's first order from Indonesia, a contract in excess of $900,000. This order is the result of efforts by the Company to increase its presence in Asian civil engineering markets not previously considered part of its marketing area.

Based on the continuing high backlog balance, the projected overall profitability of the orders within that backlog, and the full usage of the upgraded manufacturing facilities, Management believes that the upcoming quarter and full year financial results should continue to be highly favorable. For the full year, results are anticipated to equal or exceed the record results of Fiscal Year 2001.

At this time Management does not anticipate that the Company will require any additional sources of outside funding to finance its operations or expansions.

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:
	The Annual Meeting of Shareholders was held on November 2, 2001. The total outstanding number of shares on the meeting record date of September 21, 2001 was 2,805,140. A total of 2,152,580 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:
	A.	Class 3 Directors of the Company were elected to serve a three year term expiring in 2004.
		Douglas P. Taylor - 2,148,762 shares voted for and 2,962 shares withheld.
		Randall L. Clark - 2,149,627 shares voted for and 2,097 shares withheld.
	B.	The Shareholders approved the adoption of the 2001 Taylor Devices, Inc. Stock Option Plan and the reservation of 135,000 shares of the Company's common stock for grant of options under the Plan.
ITEM 5	Other Information:
	For the period 09/01/01 to 11/30/01, changes in the Company's outstanding shares are as follows:
	A.	An increase of 11,301 shares for purchases of Company stock by employees from the Employee's Stock Purchase Plan.
	B.	An increase in Treasury shares of 25,150, which were returned to the treasury from open market purchases by the Company for the period of 09/01/01 to 11/30/01.
	C.	An increase in Treasury shares of 19,500, which were returned to the treasury by directors and key personnel for options exercised during the period of 09/01/01 to 11/30/01. Treasury shares at 11/30/01 are 183,538.
	D.	55,000 shares were purchased by Directors and key employees through the 1998 Stock Option Plan during the period of 09/01/01 to 11/30/01.
ITEM 6	Exhibits and Reports on Form 8-K: None

Accountants' Review Report

The Board of Directors and Stockholders
Taylor Devices, Inc.

We have reviewed the condensed consolidated balance sheet of Taylor Devices, Inc. and Subsidiary as of November 30, 2001, and the related condensed consolidated statements of income and cash flows for the three and six months ended November 30, 2001 and 2000. 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, 2001, 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 2, 2001, 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, 2001 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
January 7, 2002

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 14, 2002
	Douglas P. Taylor President Chairman of the Board of Directors (Principal Executive Officer)

AND

By	/s/Kenneth G. Bernstein	Date	January 14, 2002
	Kenneth G. Bernstein Treasurer (Principal Financial and Accounting Officer)