Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2008

TAYLOR DEVICES, INC.

(Exact name of registrant as specified in its charter)

New York

0-3498

16-0797789

(State or other jurisdiction
of incorporation)

(Commission File Number)

(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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 - -- Corporate Governance and Management

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) At a meeting held on September 15, 2008, the Board of Directors of the Registrant approved a Certificate of Amendment of the Certificate of Incorporation (the "Amendment"), and an amendment to the By-laws. Both instruments are attached to this Report as Exhibits 3(i) and 3(ii), respectively. The Amendment is part of a new Rights Agreement entered into between the Registrant and Regan & Associates, Inc., as Rights Agent, dated as of October 5, 2008 (the "Rights Agreement").

The Amendment eliminates an earlier series of the Registrant's preferred shares in series, none of which had been issued, and re-designates the series as "Series 2008 Junior Participating Preferred Stock" (the "Series 2008 Stock"). The Series 2008 Stock will be issued only if certain triggering events, as described in the Rights Agreement, occur. The Amendment became effective upon filing with the New York State Department of State on September 16, 2008.

The By-law amendment adds a new Section 14 to Article I of the Registrant's By-laws. Section 14 provides that if a beneficial owner of shares of the Registrant is obligated to report such ownership under Section 13(d) or 13(g) of the Securities and Exchange Act of 1934 and the applicable rules of the Securities and Exchange Commission, but has not done so, then the acquired shares will not be voted at a shareholders meeting until 10 calendar days after the beneficial owner files the report. The By-law amendment is effective as of September 15, 2008.

Section 8 -- Other Events

Item 8.01. Other Events.

The Board of Directors also approved the Rights Agreement on September 15, 2008. Under the Rights Agreement, each share of the Registrant's common stock will be accompanied by one Right to purchase, upon the occurrence of certain events described in the Rights Agreement, 1/2000th of one share of Series 2008 Stock. The Board also declared a dividend of one Right per share of the Registrant's common stock to be paid on October 3, 2008 to shareholders of record of common stock issued and outstanding at the close of business on that date. The Rights Agreement, together with other exhibits, including the Amendment, will be filed by the Registrant as an exhibit to a Registration Statement on Form 8-A , subsequent to the filing of this Report.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

	3(i)	Certificate of Amendment of Certificate of Incorporation filed by the Secretary of State of the State of New York with the New York State Department of State on September 16, 2008.
	3(ii)	Amendment to By-laws adopted September 15, 2008.
	99	Press Release dated September 18, 2008.

SIGNATURE

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 hereunto duly authorized.


	TAYLOR DEVICES, INC.
		(Registrant)
Date: September 18, 2008	By:	/s/Douglas P. Taylor
		Douglas P. Taylor, President and Chief Executive Officer

EXHIBIT 3(i)

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
TAYLOR DEVICES, INC.

under Section 805 of the Business Corporation Law

FIRST: The name of the corporation is TAYLOR DEVICES, INC. (the "Corporation").

SECOND: The Certificate of Incorporation of the Corporation was filed by the Department of State on July 22, 1955.

THIRD: None of the authorized shares of the preferred shares in series comprised of five thousand (5,000) shares of the par value of $.05, designated as "Series A Junior Participating Preferred Stock" created by Certificate of Amendment dated October 5th, 1998 and filed with the New York Department of State on October 9, 1998, are outstanding and none will be issued subject to the Certificate of Incorporation of the Corporation.

FOURTH: The Certificate of Incorporation is hereby amended, as follows:

(A) To eliminate and re-designate the entire Series A Junior Participating Preferred Stock in accordance with Section 502(e) of the Business Corporation Law; and

(B) To add a provision stating the number, designation, relative rights, preferences and limitations of a new series of preferred shares of a series of the par value $.05 each, as fixed by the Board of Directors before the issuance of such series, under authority contained in the Certificate of Incorporation, to wit:

Five thousand (5,000) authorized Preferred Shares of the par value of $.05 each, none of which has been issued, shall be issued as a series to be designated, "Series 2008 Junior Participating Preferred Stock." "Preferred Shares," as used herein, includes all 2,000,000 of the Preferred Shares, $.05 par value, issuable in one or more series, authorized by the Certificate of Incorporation of the Corporation. Upon the filing of this Certificate of Amendment, the "Series 2008 Junior Participating Preferred Stock" shall be the only series authorized to be issued. The designation, relative rights, preferences, and limitations of all shares of Series 2008 Junior Participating Preferred Stock, insofar as not already fixed by the Certificate of Incorporation, shall, as fixed by the Corporation's Board of Directors in the exercise of authority conferred by the Certificate of Incorporation, and as permitted by Section 502 of the Business Corporation Law, be, as follows:

Section 1. NUMBER AND DESIGNATION. There is hereby authorized for issuance as a series of the Corporation's Preferred Shares, par value $.05 per share, five thousand (5,000) shares to be designated as "Series 2008 Junior Participating Preferred Stock" (hereinafter, the "Series 2008 Preferred Stock").

Section 2. DIVIDENDS, DISTRIBUTIONS.

(a) Subject to the prior and superior rights of the holders of shares of any other class of capital stock not by its terms ranking on a parity with, or junior to, the Series 2008 Preferred Stock with respect to dividends, the holders of Series 2008 Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of the assets of the Corporation legally available therefor, quarterly dividends payable in cash in an amount per whole share of Series 2008 Preferred Stock equal to the greater of (1) 25% of the Purchase Price (the "Purchase Price"), as adjusted, per unit of one two‑thousandths (1/2000) of a share of Series 2008 Preferred Stock, as set forth in the Rights Agreement (the "Rights Agreement") between the Corporation and Regan & Associates, Inc., as Rights Agent, dated as of October 5, 2008 (so that, for example, if the Purchase Price, as adjusted, were $5.00, the quarterly dividend amount per whole share of Series 2008 Preferred Stock would be $1.25, which would equal a quarterly dividend of $0.000625 per unit of one two‑thousandths (1/2000) of a share of Series 2008 Preferred Stock), and (2) dividends payable in cash on the payment date for each cash dividend (if any) declared on the Corporation's Common Stock in an amount per whole share (rounded to the nearest cent) equal to the Formula Number then in effect times the cash dividends then to be paid on each outstanding share of Common Stock, payable on the date declared by the Board of Directors for the payment of quarterly dividends on each of the outstanding shares of Common Stock. The Board of Directors shall declare a dividend on the Series 2008 Preferred Stock no later than the 15th day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series 2008 Preferred Stock, since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series 2008 Preferred Stock. In addition, if the Corporation shall pay any dividend or make any distribution on its Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions payable solely in Common Stock), then, in each such case, the Corporation shall simultaneously pay or make on each outstanding share of Series 2008 Preferred Stock, a dividend or distribution in like kind, of the Formula Number then in effect times such dividend or distribution on each of the shares of Common Stock. As used herein, the "Formula Number" shall be 2,000; provided, however, that if at any time after October 3, 2008, the Corporation shall (i) declare or pay any dividend on its Common Stock payable in Common Stock or make any distribution on its Common Stock payable in Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock into a larger number of shares of Common Stock or (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares of Common Stock, then in each such event the Formula Number shall be adjusted to a number determined by multiplying the Formula Number in effect immediately prior to such event by a fraction, the numerator of which is the number of shares of Common Stock that are outstanding immediately after such event and the denominator of which is the number of shares that are outstanding immediately prior to such event (and rounding the result to the nearest whole number); and provided further that if at any time after October 3, 2008, the Corporation shall issue any shares of its capital stock in a reclassification or change of the outstanding Common Stock (including any such reclassification or change in connection with a merger in which the Corporation is the surviving corporation), then in such event the Formula Number shall be appropriately adjusted to reflect such reclassification or change.

(b) The Board of Directors shall declare a dividend or distribution on the Series 2008 Preferred Stock as provided in Section 2(a) above immediately prior to or at the same time it declares a dividend or distribution on the Common Stock (other than a dividend or distribution payable solely in Common Stock). The Board of Directors may fix a record date for the determination of holders of Series 2008 Preferred Stock entitled to receive a dividend or distribution declared thereon, which record date shall be the same as the record date for any corresponding dividend or distribution on the Common Stock.

(c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series 2008 Preferred Stock from and after the Quarterly Dividend Payment Date next preceding the date of original issue of such Series 2008 Preferred Stock; provided, however, that dividends on such shares which are originally issued after the record date for the determination of holders of Series 2008 Preferred Stock entitled to receive a quarterly dividend and on or prior to the next succeeding Quarterly Dividend Payment Date shall begin to accrue and be cumulative from and after such Quarterly Dividend Payment Date. Notwithstanding the foregoing, dividends on shares of Series 2008 Preferred Stock which are originally issued prior to the record date for the first Quarterly Dividend Payment, shall be calculated as if cumulative from and after the date (if any) declared by the Board of Directors for the payment of the quarterly dividend on the outstanding Common Stock, but in no event later than the 15th day of March, June, September and December, as the case may be, next preceding the date of original issuance of such shares. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Series 2008 Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share‑by‑share basis among all such shares at the time outstanding.

(d) So long as any shares of Series 2008 Preferred Stock are outstanding, no dividends or other distributions shall be declared, paid or distributed, or set aside for payment or distribution, on the Common Stock unless, in each case, the dividend required by this Section 2 to be declared on the shares of Series 2008 Preferred Stock shall have been declared and paid or distributed.

(e) The holders of shares of Series 2008 Preferred Stock shall not be entitled to receive any dividends or other distributions, except as provided herein.

(f) Nothing in this Certificate of Incorporation shall require the Corporation to pay any dividend on Common Stock.

Section 3. VOTING RIGHTS. The holders of shares of Series 2008 Preferred Stock shall have the following voting rights:

(a) Each holder of a whole share of Series 2008 Preferred Stock shall be entitled to a number of votes equal to the Formula Number then in effect for each share of Series 2008 Preferred Stock held of record on all matters on which holders of the Common Stock or shareholders generally are entitled to vote. Each holder of a fraction of a whole share of Series 2008 Preferred Stock shall be entitled to a number of votes equal to the numerator of the fraction of a whole share so owned (so that, for example, if the Formula Number is 2000 and a person holds 5 units of one two‑thousandths of a share, that person would be entitled to cast 5 votes).

(b) Except as otherwise provided herein or by applicable law, the holders of shares of Series 2008 Preferred Stock and the holders of Common Stock and any other class or series of voting stock shall vote together as one class for the election of directors of the Corporation and on all other matters submitted to a vote of shareholders of the Corporation.

(c) Except as provided herein, in Section 10 below or by applicable law, holders of shares of Series 2008 Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock and any other class or series of voting stock as set forth herein) for authorizing or taking any corporate action.

Section 4. CERTAIN RESTRICTIONS.

(a) Whenever quarterly dividends or other dividends or distributions payable on the Series 2008 Preferred Stock, as provided in Section 2 above, are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series 2008 Preferred Stock outstanding shall have been paid in full, the Corporation shall not:

(1) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series 2008 Preferred Stock;

(2) declare or pay dividends on or make any other distributions on any shares ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series 2008 Preferred Stock, except dividends paid ratably on the Series 2008 Preferred Stock and all such parity shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(3) redeem or purchase or otherwise acquire for consideration any shares ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series 2008 Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire any of such parity shares in exchange for any shares of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series 2008 Preferred Stock; or

(4) purchase or otherwise acquire for consideration any Series 2008 Preferred Stock, or any shares ranking on a parity with the Series 2008 Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of the Corporation, unless the Corporation could, under paragraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

Section 5. LIQUIDATION RIGHTS. Upon the liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, no distribution shall be made (a) to the holders of shares ranking junior (either as to dividends or upon liquidation, dissolution, or winding up) to the Series 2008 Preferred Stock unless, prior thereto, the holders of shares of Series 2008 Preferred Stock shall have received an amount equal to the accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, plus an amount equal to the greater of (1) 50% of the Purchase Price, as adjusted, per unit of one two‑thousandths of a share of Series 2008 Preferred Stock set forth in the Rights Agreement (so that if, for example, the Purchase Price is $5.00, the liquidation amount would be $2.50 per unit), or (2) an aggregate amount per share equal to the Formula Number then in effect times the aggregate amount to be distributed per share to holders of Common Stock, or (b) to the holders of shares ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series 2008 Preferred Stock, except distributions made ratably on the Series 2008 Preferred Stock and all other such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.

Section 6. CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which its Common Stock is exchanged for or changed into other stock or securities, cash or any other property, then in any such case the then outstanding shares of Series 2008 Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share equal to the Formula Number then in effect times the aggregate amount of stock, securities, cash or any other property (payable in kind), as the case may be, into which or for which each of the shares of Common Stock is exchanged or changed.

Section 7. NO REDEMPTION; NO SINKING FUND.

(a) The shares of Series 2008 Preferred Stock shall not be subject to redemption by the Corporation or at the option of any holder of Series 2008 Preferred Stock; provided, however, that the Corporation may purchase or otherwise acquire outstanding shares of Series 2008 Preferred Stock in the open market or by offer to any holder or holders of shares of Series 2008 Preferred Stock.

(b) The Series 2008 Preferred Stock shall not be subject to or entitled to the operation of a retirement or sinking fund.

Section 8. FRACTIONAL SHARES. The Series 2008 Preferred Stock shall be issuable upon exercise of the Rights issued pursuant to the Rights Agreement in whole shares or in any fraction of a share that is one two‑thousandths (1/2000th) of a share or any integral multiple of such fraction. At the election of the Corporation prior to the first issuance of a share or a fraction of a share of Series 2008 Preferred Stock, either (1) certificates may be issued to evidence any such authorized fraction of a share of Series 2008 Preferred Stock, or (2) any such authorized fraction of a share of Series 2008 Preferred Stock may be evidenced by depositary receipts pursuant to an appropriate agreement between the Corporation and a depositary selected by the Corporation provided that such agreement shall provide that the holders of such depositary receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of shares of Series 2008 Preferred Stock.

Section 9. REACQUIRED SHARES. Any shares of Series 2008 Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued Preferred Shares, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors pursuant to the provisions of the Certificate of Incorporation.

Section 10. AMENDMENT. None of the relative rights, preferences and limitations of the Series 2008 Preferred Stock as provided in Sections 1 through 9 above and in this Section 10 or elsewhere in this Certificate of Incorporation shall be amended in any manner which would alter or change the relative rights, preferences and limitations of the holders of shares of Series 2008 Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least 66 ⅔% of the outstanding shares of Series 2008 Preferred Stock, voting as though such series were a separate class.

FIFTH: This Amendment to the Certificate of Incorporation of the Corporation was authorized by the unanimous approval of the Board of Directors of the Corporation at a meeting duly called and held on September 15, 2008.

IN WITNESS WHEREOF, this Amendment to the Certificate of Incorporation of the Corporation has been subscribed by the undersigned this 15th day of September, 2008.

                                                                                                /s/Douglas P. Taylor
                                                                                                Douglas P. Taylor,
                                                                                                President and Chief Executive Officer