As filed with the Securities and Exchange Commission on  October
28, 1999                                 Registration No.________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                             Form S-8
                      REGISTRATION STATEMENT
                              under
                    THE SECURITIES ACT OF 1933
                       TAYLOR DEVICES, INC.
       Exact name of registrant as specified in its charter
New York                                               16-0797789
(State or other jurisdiction              (I.R.S.Employer  of
incorporation or organization)                 Identification No.)

                         90 Taylor Drive
              North Tonawanda, New York 14120-0748
                          (716) 694-0800
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

      1999 TAYLOR DEVICES, INC. EMPLOYEE STOCK PURCHASE PLAN
                     (Full title of the plan)
                    SANDRA S. O'LOUGHLIN, ESQ.
                        Hiscock & Barclay
                        50 Fountain Plaza
                     Buffalo, New York 14202
                     Telephone (716) 856-0911
(Name, address and telephone number, including area code, of agent
for service)
                 Calculation of Registration Fee
_________________________________________________________________
Title of Add-    Amount to    Proposed    Proposed    Amount of
itional Secur-   be Regis-    Maximum     Maximum     Registra-
ities to be      tered        Offering    Aggregate   tion Fee
Registered                    Price per   Offering
                              Share (1)   Price (1)
_________________________________________________________________
Common Stock      135,000      $2.875     $388,125    $107.90
$.025 par value   Shares
__________________________________________________________________
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee.  The price per share is estimated to be $2.875
based on the mean of the closing bid and ask prices for the Common Stock
in the over-the-counter market as of October 27, 1999, as reported on the
NASDAQ SmallCap Issues Market.

      List of Exhibits is on sequentially numbered Page 12.

                          PROSPECTUS

                       TAYLOR DEVICES, INC.

                          Common Shares
                    Par Value $.025 Per Share


                    1999 Taylor Devices, Inc.
                   Employee Stock Purchase Plan



The Common Stock, par value $.025 per share, of Taylor Devices,
Inc. (the "Company") and its subsidiaries, if any, offered hereby
are those shares to be purchased from time to time by
participating employees of the Company pursuant to the 1999
Taylor Devices, Inc. Employee Stock Purchase Plan (the "Employee
Plan").

Shares of Common Stock are offered as set forth herein to
eligible employees of the Company and its subsidiaries.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                      _____________________


          Neither delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of Taylor Devices,
Inc. since the date hereof or the dates as of which information
is set forth herein.

                      _____________________


          This document constitutes part of a Prospectus covering
securities that have been registered under the Securities Act of
1933.

                      _____________________

         The date of this Prospectus is  October 28, 1999


<PAGE>
Information Required in the Section 10(a) Prospectus

     No person is authorized to give any information or to make
any representation not contained in this Prospectus in connection
with the matters described in this Prospectus, and if given or
made, such information or representation must not be relied upon.
This Prospectus does not constitute an offer to sell or a
solicitation for an offer to purchase, any securities other than
the securities covered by this Prospectus, by the Company, or any
other person, to any person to whom it is unlawful to make such
offer.  Neither the delivery of this Prospectus nor any
distribution of the securities made under this Prospectus shall,
under any circumstances, create an implication that there has
been no change in the affairs of the Company or in the
information set forth herein since the date of this Prospectus.

Filings with the Securities and Exchange Commission

     The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form
S-8 (the "Registration Statement", which term encompasses all
amendments, exhibits, annexes, and schedules thereto) under the
Securities Act of 1933 (the "Securities Act") with respect to the
Common Stock, par value $.025 per share, of the Company
("Shares") registered hereby.  This Prospectus, which constitutes
a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement and the
amendments, exhibits, annexes, and schedules thereto, to which
reference is hereby made.  Statements made in this Prospectus as
to the contents of any contract, agreement, or other document
referred to are not necessarily complete.  With respect to each
such contract, agreement, or other document filed as an exhibit
to the Registration Statement and the exhibits thereto, reference
is hereby made to the exhibit for a more complete description of
the matter involved, and each statement made herein shall be
deemed qualified in its entirety by such reference.

     The Company is subject to the informational and reporting
requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"), and in accordance therewith the Company files
periodic reports, proxy and information statements, and other
information with the Commission.  The Registration Statement and
the exhibits thereto filed by the Company with the Commission, as
well as such reports, proxy and information statements and other
information filed by the Company with the Commission, may be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, or at some of the
regional offices of the Commission located at Seven World Trade
Center, Thirteenth Floor, New York, New York 10048, and The
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.  Copies of such material may also be obtained by
mail at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.

Documents Incorporated by Reference

     The following documents or portions thereof filed by the
Company with the Commission are hereby incorporated by reference
in this Prospectus:

          (a)  the Company's latest annual report filed pursuant
to Section 13(a) or 15(d) of the Exchange Act; and

          (b)  all other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in (a)
above.

     In addition to the above items, all reports and definitive
proxy statements filed pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this
Prospectus, and prior to the filing with the Commission of a
post-effective amendment to the Registration Statement which
indicates that all Shares subject to the Employee Plan have been
sold or which deregisters all such Shares then remaining unsold,
shall be deemed to be incorporated by reference into this
Prospectus and to be made a part hereof from the date of filing
of such documents. Any statement contained herein, or in a
document incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained
herein, or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

     Participants in the Employee Plan can obtain additional
information about the Employee Plan and its administrators, and
copies of the foregoing documents, without charge, upon written
or oral request, to Janice M. Nicely, Shareholder Relations
Manager, Taylor Devices, Inc., 90 Taylor Drive, North Tonawanda,
New York 14120-0748, Telephone (716) 694-0800.

                              PART I

     Description of Employee Plan.  The Employee Plan was
established to promote loyalty and a sense of common purpose
among the Company's employees by offering eligible employees of
the Company and its subsidiaries, if any, the opportunity to buy
Shares on a convenient payment basis, with assistance from the
Company, and without payment of brokers' commissions, or the
necessity of establishing a brokers' account. All employees of
the Company and its subsidiaries who are over 18 years of age are
eligible to participate in the Employee Plan, except employees
who have been employed for less than six months, or whose
customary employment is less than 1,600 hours in any 12 month
period.  The total number of Shares which the Company may sell
under the Employee Plan is 135,000.

     A participant may elect to contribute a percentage of his or
her gross compensation, ranging from 1% to 10%, but not less than
$10 per month.  The election will be effective for the first pay
period commencing at least 30 days after the election.  The
Company matches the employee's contributions at a percentage rate
determined by the length of time that an employee has been a
continuous participant.  The Company matches 30% of the
employee's contribution for participants who have continuously
participated in the Employee Plan for a period of less than four
years; 40% for participants who have continuously participated
for four to seven years; and 50% for participants who have
continuously participated for more than seven years.

     At the end of each calendar quarter, the Company's and the
participant's contributions are applied to the purchase of full
Shares.  The purchase price per Common Share is the mean of the
closing bid and asked prices per Common Share on the last day of
the calendar quarter, which may not represent an actual
transaction on that day.

     Participants in the Employee Plan may change their rate of
contributions within the 1% to 10% limits at any time, but the
change becomes effective with the first payroll period in the
month following receipt of the form authorizing the change.  Upon
written notice to the employer, a participant may discontinue
participation in the Employee Plan for a period of up to 14
months, after which deductions are automatically resumed.  Only
one discontinuation is permitted in any 20-month period.  During
the period when a participant's contributions are suspended,
Company contributions are also suspended. The suspension in
participation is, however, not deemed to be a break in continuous
participation for the purpose of determining the level of the
Company's contributions. Similarly, participants who are laid off
from their employment are not deemed to have a break in
continuous participation during the layoff period, provided they
do not withdraw from participation in the Employee Plan.

     At the end of each calendar quarter, or upon withdrawal from
the Employee Plan, stock certificates representing the Shares
acquired pursuant to the Employee Plan are delivered to the
participants.  At the end of each calendar quarter, when stock
certificates are delivered, each participant receives an itemized
statement of account, showing the number of Shares purchased for
him or her during the preceding quarter, and the price paid per
Share.

     All Shares are held in the name of the Company until
delivered to the participant at the end of the calendar quarter.
A participant has rights as a shareholder notwithstanding that
the Company is the custodian for the Shares, including rights to
dividends or voting.  Participants receive direct payment of any
cash dividends which  may be declared on the Shares held in their
respective accounts.  Rights and warrants, if any, issued by the
Company are distributed to participants.  Rights and warrants, if
any, for fractional shares are sold and the cash proceeds paid to
participants. Shares distributed pursuant to stock splits, if
any, are also credited to participants' accounts and distributed
at the end of that calendar quarter.

     Withdrawal and Assignment.    A participant may withdraw
from the Employee Plan at any time.  Upon withdrawal, the
participant will receive all Shares purchased for his or her
account.  A refund of the contributions in the participant's
account is also made.  Once a participant withdraws, he or she is
not permitted to participate again for a period of 12 months.
For the purposes of calculating the percentage of matching
Company contributions, upon re-enrollment, a participant will
have a break in service and only receive the minimum Company
contribution.  Death, termination of employment, or retirement at
age 62 or older, also constitutes a withdrawal from the Employee
Plan. A participant's right to purchase Shares under the Employee
Plan may not be sold, pledged, assigned, or transferred in any
manner.

     The Employee Plan is administered for the Company by the
Treasurer and the Accounting Department of the Company.
Proportional adjustments to the number of Shares subject to the
Employee Plan will be made if there is a change in the capital
structure of the Company.  The Company reserves the right to
withdraw, suspend, modify, or terminate the Employee Plan at any
time.

     The Employee Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").

     Resales of Employee Plan Shares.  The Shares distributed
from the Employee Plan will be freely transferable under the
Securities Act, except for Shares issued to any person who may be
deemed to be an "affiliate" of the Company for purposes of
Rule 144 under the Securities Act as of the date of transfer by
such person.  Persons who may be affiliates of the Company
generally include individuals or entities that control, are
controlled by, or are under common control with the Company, and
may include the members of the Board of Directors, the executive
officers, and the principal shareholders of the Company, Tayco
Developments, Inc., and Tayco Realty Corporation.  Affiliates may
not sell Shares, except pursuant to an effective registration
statement under the Securities Act which covers such sale, or in
compliance with Rule 144 or another applicable exemption from the
registration requirements of the Securities Act.

     Federal Income Tax Treatment.  The Employee Plan is not a
qualified employee stock purchase plan under Section 423 of the
Internal Revenue Code.  The Company's matching contributions made
to the account of participants will be considered income to the
participant in the year that contributions are credited to his or
her account, regardless of the fact that cash to pay the tax has
not been received.  Moreover, contributions made by the Company
will be subject to Federal and State withholding taxes, including
Social Security.  Matching contributions made by the Company will
be deductible to the Company in the year that contributions are
credited to a participant's account.

     If a participant holds the Shares for more than one year,
any gain or loss upon the sale will be subject to tax as long
term capital gain or loss.  If the Shares are held for one year
of less, any gain or loss on sale of the Shares will generally be
considered short-term capital gain or loss.  Other special rules
may apply to Shares held for more than five years (beginning
after the year 2000).


                             PART II


          INFORMATION REQUIRED IN REGISTRATION STATEMENT
           (INFORMATION NOT REQUIRED IN THE PROSPECTUS)

Incorporation of certain documents by reference

     The following documents are hereby incorporated by reference
in this Registration Statement:

          (a)  The Company's latest annual report filed pursuant
to Section 13(a) or 15(d) of the Exchange Act; and

          (b)  All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in (a)
above.

     All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date
hereof and prior to the filing with the Commission of a
post-effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the securities
covered hereby then remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the respective date of filing of such
documents.

Description of securities

    Pursuant to the terms of the Employee Plan, the Company may
use either authorized but unissued Shares or Shares reacquired by
the Company. The aggregate number of Shares which may be
distributed under the Plan shall not exceed 135,000, subject to
proportional adjustment in the event of changes of capitalization
of the Company.

    The Certificate of Incorporation authorizes the Company to
issue up to 8,000,000 Shares, of which, on the date of this
Prospectus, 2,792,953 Shares are issued and outstanding; 75,574
Shares are held in the Company's Treasury; 90,000 Shares are reserved
for issuance of unexercised options under the 1998 Taylor Devices, Inc.
Stock Option Plan; and 135,000 Shares are reserved for issuance under
the Employee Plan. Shares are entitled (a) to dividends when and as
declared by the Board of Directors, subject to any rights of preferred
stock of the Company that may be hereafter issued; (b) to one vote per share
on each matter properly submitted to shareholders for their vote;
and (c) to participate ratably in the net assets of the Company
in the event of liquidation, subject to any prior rights of
preferred stock of the Company that may hereafter be issued.  The
Company is currently restricted from issuing dividends under
credit arrangements with its lender.  Outstanding Shares are
fully paid and are not subject to further calls or assessments.
Holders of Shares do not have preemptive rights.

    The Certificate of Incorporation of the Company authorizes
the Board of Directors to issue up to 2,000,000 shares of
preferred stock, $.05 par value, with such rights and privileges,
including voting rights, as it may deem appropriate. As of  the
date of this Prospectus, 5,000 preferred shares have been
designated by the Board of Directors  as "Series A Junior
Participating Preferred Stock" ("Series A Stock") in connection
with the issuance by the Company of certain shareholder rights
("Rights"), as more particularly described in the Rights
Agreement between the Company and Regan & Associates, Inc., as
Rights Agent, dated  October 5, 1998 and attached as Exhibit 4 to
the Company's Registration Statement on Form 8-A filed with the
Commission on or about October 6, 1998 ("Rights Agreement"). The
Certificate of Amendment to the Company's Certificate of
Incorporation designating the Series A Stock was filed by the New
York Secretary of State on October  9, 1998 (the "Amendment").

     In accordance with the Amendment and the Rights Agreement,
the Company declared a dividend of one Right for each outstanding
share of the Company's Common Stock, to shareholders of record at
the close of business on October 19, 1998 (the "Record Date").
Each Right entitles the registered holder to purchase from the
Company a unit consisting of one two-thousandths (1/2000) of a
share of Series A Stock, at a purchase price of $5.00 per unit of
1/2000 of a share, subject to adjustment.

     Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. A distribution
date will occur and the Rights will separate from the Common
Stock upon the earliest of (I) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 30% or more of the
shares of Common Stock then outstanding, (ii) 10 business days
following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 24% or
more of such outstanding shares of Common Stock (unless such
tender offer or exchange offer is an offer for all outstanding
shares of Common Stock which a majority of the unaffiliated
Directors who are not officers of the Company determine to be
fair to and otherwise in the best interests of the Company and
its shareholders) and (iii) the date the Board of Directors
declares a person to be an "Adverse Person", upon a determination
by the Board that such Person, together with his affiliates or
associates, is or has become the beneficial owner of 24% or more
of the shares of Common Stock outstanding, and upon a
determination by at least a majority of the continuing Directors
who are not officers of the Company, after reasonable inquiry and
investigation, that (a) such beneficial ownership by such person
is intended to cause the Company to repurchase the Common Stock
beneficially owned by such person or to cause pressure on the
Company to take action or enter into a transaction or series of
transactions intended to provide such person with short-term
financial gain under circumstances where such continuing
Directors determine that the best long-term interests of the
Company and its shareholders would not be served by taking such
action or entering into such transactions or series of
transactions at that time, or (b) such beneficial ownership is
causing or reasonably likely to cause a material adverse impact
(including, but not limited to, impairment of relationships with
customers, impairment of the Company's ability to maintain its
competitive position or impairment of the Company's business
reputation or ability to deal with governmental agencies) on the
business or prospects of the Company.

    The power of the Board of Directors to issue preferred
shares, such as Series A Stock, may enable the Board of Directors
to prevent a change in control despite a shift in ownership of
the Shares.  In addition, the Board of Directors' power to issue
additional Shares may delay or deter a change in control by
increasing the number of Shares needed to gain control.

    In addition, under New York law, the Company cannot enter
into certain business combinations involving persons beneficially
owing 20% or more of the Shares unless the Board of Directors has
approved the business combination or the stock acquisition by
which the person's interest reached 20% ("Stock Acquisition")
prior to the date of the Stock Acquisition.  This restriction
applies for 5 years after the date of the Stock Acquisition, and
thereafter, the Company may enter into a business combination
with the interested person (1) if the combination is approved by
vote of the holders of a majority of the Shares beneficially
owned by disinterested shareholders or (2) as part of the
business combination if the disinterested shareholders receive a
price for their Shares equal to or greater than the price
determined in accordance with a statutory formula intended to
assure that the shareholder will receive an equitable price in
the business combination.  New York law also prevents the Company
from purchasing more than 10% of the Shares for more than their
market value unless the purchase is approved by the Board of
Directors and by a majority vote of all outstanding Shares,
unless the offer to purchase is extended to all shareholders, or
unless the offer is for Shares the holder has held for more than
2 years.

    The Shares are listed on the NASDAQ SmallCap Issues Market.

Indemnification of Directors and Officers

    The Certificate of Incorporation of the Company limits the
personal liability of the members of the Company's Board of
Directors to the fullest extent permitted under the New York
Business Corporation Law (the "BCL"), providing that Directors
will not be liable to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a Director,
except to the extent required by law.  The BCL requires that a
Director be liable if a judgment or other final disposition
adverse to the Director establishes that (1) such Director's acts
or omissions were in bad faith or involved intentional misconduct
or knowing violation of law; or (2) such Director personally
gained in fact a financial profit or other advantage to which the
Director was not legally entitled; or (3) the acts of such
Director violated Section 719 of the BCL.  Section 719 provides
that, unless a Director performs the duties of a Director in good
faith and with a degree of care which an ordinary prudent person
in a like position would use under similar circumstances, the
Director may be liable for voting or concurring in the following
corporate actions; (a) the declaration of an illegal dividend;
(b) a corporation's repurchase of its own shares when the
repurchase is not authorized by New York law;   the distribution
of assets to shareholders after dissolution of the corporation
without adequately providing for known liabilities of the
corporation; and (d) a loan by a corporation to any Director
unless the loan is authorized by a vote of shareholders.

    The Company's By-laws require the Company to indemnify any
person (including any director, officer or employee) to the full
extent permitted by law, who is made, or threatened to be made, a
party to any action or proceeding, whether criminal or civil, by
reason of the fact that such person is or was a director or
officer of the Company or serves or serves any other corporation
in any capacity at the request of the Company.

    The Company maintains a director and officer indemnification
insurance policy, which is renewed annually. The policy provides
indemnification benefits and the payment of expenses in actions
instituted against any director or officer of the Company for
claimed liability arising out of his conduct in such capacities.
No payments or claims for indemnification or expenses have ever
been made under any such  policy.

     In 1996, the Company entered into Indemnity Agreements with
certain of its executive officers and directors (the
"Indemnitees"), to the extent not covered by director and officer
indemnification insurance. Under the terms of the Indemnity
Agreements, the Company formally agreed to indemnify the
Indemnitees in the event that they, or any of them, is made a
party to or is threatened to be made a party to, or is otherwise
involved in a proceeding (other than a proceeding by or in the
right of the Corporation to procure a judgment in its favor),
against all expenses, liabilities, judgments, fines and penalties
actually and reasonably incurred by Indemnitee in connection with
the defense or settlement of such proceeding, but only if
Indemnitee acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the Corporation and, in the case of a criminal proceeding, in
addition, had no reasonable cause to believe that his conduct was
unlawful.
     Under the Indemnity Agreement, no indemnification can be
made for (i) judgments, fines, penalties, or amounts paid in
settlement by or on behalf of Indemnitee; or (ii) other expenses
with respect to any claim, issue or matter as to which Indemnitee
shall have been adjudged to be liable to the Corporation, unless
and only to the extent that any court in which such proceeding
was brought determines upon application that, despite any
adjudication of liability but in view of all circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnity
for such judgments, fines, penalties, or expenses as such court
shall deem proper.  The Indemnity Agreement also excludes, among
others, any right to payments made under any insurance policy, or
payments paid to an Indemnitee, otherwise than pursuant to the
Indemnity Agreement.

Exemption from registration claimed

     Not applicable.

Exhibits

Exhibit Number       Description                           Page
4.1                  1999 Taylor Devices, Inc. Employee
                     Stock Purchase Plan (incorporated
                     by reference to Exhibit "B" to
                     Taylor Devices, Inc. Proxy
                     Statement dated September 27,
                     1999, Commission File No. 0-3498).

4.2                  Application Form                       13

5                    Opinion of Hiscock & Barclay,          14
                     LLP regarding legality of common
                     stock being registered.

23.1                 Consent of Lumsden & McCormick,        16
                     LLP

23.2                 Consent of Hiscock & Barclay,
                     LLP (included in their Opinion
                     filed as Exhibit 5).

Undertakings

     A.   The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement to (a) include any prospectus required by
Section 10(a)(3) of the Securities Act; (b) reflect in a
prospectus filed under Section 10(a)(3) or Rule 424(b) of the
Securities Act, any facts or events which, individually or
together, represent a fundamental change in this Registration
Statement; and   include any additional or changed material
information on the plan of distribution not previously disclosed
in this Registration Statement.

          (2)  For the purpose of determining any liability under
the Securities Act, to treat each post-effective amendment as a
new registration statement of the securities offered, and the
offering of such securities at that time to be the initial
bona fide offering.

          (3)  To file a post-effective amendment to remove from
registration any of the securities which remain unsold at the end
of the offering.

     B.   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                         SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of North Tonawanda, State of New York, on the 22nd  day of
October, 1999.
                              TAYLOR DEVICES, INC.

                              By:  /s/ Douglas P. Taylor
                                   Douglas P. Taylor,
                                   President, Chief Executive
                                   Officer and Director
                                   (Principal Executive Officer)
                                             and
                              By:  /s/ Kenneth G. Bernstein
                                   Kenneth G. Bernstein,
                                   Treasurer
                                   (Principal Financial and
                                   Accounting Officer)

                        POWER OF ATTORNEY
     Each person whose signature appears below constitutes and
appoints Douglas P. Taylor his attorney-in-fact, with the power
of substitution, for him in any and all capacities, to sign any
amendments to this registration statement, and to file the same,
with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.
     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons on the 22nd day of October, 1999:

             Signature                       Title
       /s/ Richard G. Hill                 Director
       Richard G. Hill

       /s/ Joseph P. Gastel                Director
       Joseph P. Gastel

       /s/ Randall L. Clark                Director
       Randall L. Clark

       /s/ Donald B. Hofmar                Director
       Donald B. Hofmar


Exhibit 4.2


GIVE THIS FORM TO YOUR PAYROLL SUPERVISOR        APPLICATION FORM


1999 TAYLOR DEVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN


Please Print


Employee:______________________________ Date of Birth:___________
         First      Middle          Last               Mo.Day Yr.

Address: ________________________________________________________
         Street                     City    State             Zip

Social Security No.:___________________

Department:_____________________     Employment Date:____________

Ladies and Gentlemen:
I am an employee of TAYLOR DEVICES, INC. (the "Company"), of
legal age, have completed ____________________ of continuous full
time employment, and hereby apply for participation in the 1999
Taylor Devices, Inc. Employee Stock Purchase Plan (the "Plan").
You are hereby authorized to arrange that the portion of my
salary designated below be withheld regularly and deposited to
the Plan on my account.  I understand that the Company will make
an appropriate contribution to my account, and I hereby
acknowledge my responsibility to pay any and all taxes resulting
from the Company's contribution.

The portion of my salary to be deducted each pay period for
participation in the Plan shall be:


              [ ]    1%          [ ]      6%
              [ ]    2%          [ ]      7%
              [ ]    3%          [ ]      8%
              [ ]    4%          [ ]      9%
              [ ]    5%          [ ]     10%
              [ ]    $10.00 per month (minimum contribution)


My beneficiary, who shall receive all stock due me from the Plan
in event of my death, is:

Name:______________________Address:______________________________

Relation:__________________ City & State _____________Zip________


In the event the above named person predeceases me, then my
contingent beneficiary shall be:

Name:______________________Address:______________________________

Relation: _________________ City & State _____________Zip________

I reserve the right to change the designation of my beneficiary
or contingent beneficiary at any time without notice to either of
them.

I acknowledge receipt of the Prospectus and description of the
Plan and agree to abide by the rules as contained in those
documents, and any amendments thereto.

Witness:________________________     Signature of Employee:

Date: _______________________      ___________________________ 
<PAGE>
Exhibit 5
Exhibit 23.2

              [LETTERHEAD OF HISCOCK & BARCLAY, LLP]



                                             October 28, 1999


TAYLOR DEVICES, INC.
90 Taylor Drive
PO Box 748
North Tonawanda, New York  14120-0748

Att: Douglas P. Taylor, President & Chief Executive Officer

Re:  1999 Taylor Devices, Inc. Employee Stock Purchase Plan


Dear Mr. Taylor:

     We have represented Taylor Devices, Inc. (the "Company") in
connection with the issuance by the Company of up to 135,000
shares of its common stock, par value $0.025 per share ("Shares")
which may be purchased by eligible employees of the Company and
its subsidiaries pursuant to the 1999 Taylor Devices, Inc.
Employee Stock Purchase Plan (the "Plan") presented to the
shareholders of the Company for adoption at the Annual Meeting of
Shareholders held on October 22, 1999 (the "Annual Meeting").
This opinion is being submitted at your request for use as an
Exhibit to the Company's Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Act"), to be filed with the
Securities and Exchange Commission (the "SEC") on or about
October 28, 1999 (the "Registration Statement").

     In preparing this opinion, we have examined the Plan, the
Company's (a)  Certificate of Incorporation and all amendments;
(b) the By-laws; (c)  the Annual Report on Form 10-KSB for the
fiscal year ended May 31, 1999; (d)  the Quarterly Report on
Form 10-QSB for the fiscal quarter ended August 31, 1999; (e)
the Proxy Statement, dated September 27, 1999, mailed to
shareholders in connection with the Annual Meeting; (f)  the
resolutions of the Board of Directors, dated May 10, 1999 and
October 22, 1999, issued in connection with the Plan and related
matters (items (a) through (f) hereinafter, the "Reviewed
Documents"), and such questions of law as we have considered
necessary or appropriate under the circumstances.

     In rendering this opinion, other than our review of the
Reviewed Documents, we have made no inquiry as to any factual
matter.  Based on the foregoing, and assuming that:

(a)  the Plan has been duly adopted; and
(b)  no change occurs in the applicable law or the pertinent facts,

it is our opinion that the Shares are duly authorized and, when
purchased in accordance with the terms of the Plan, the Shares
will be validly issued, fully paid, and nonassessable.

     The foregoing opinion is limited to the federal laws of the
United States and the laws of the State of New York, and we
express no opinion as to the effect of the laws of any other
jurisdiction.

     We consent to the use of this opinion as an Exhibit to the
Registration Statement.  In giving such consent, we do not
thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the Rules and
Regulations of the SEC thereunder.



Very truly yours,

/s/ Hiscock & Barclay, LLP

HISCOCK & BARCLAY, LLP



Exhibit 23.1






             [LETTERHEAD OF LUMSDEN & McCORMICK, LLP]

                 CONSENT OF INDEPENDENT AUDITORS



To the Board of Directors of
Taylor Devices, Inc.


Gentlemen:

     We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated July 20,
1999, which appears on page 22 of the Annual Report to the Securities
and Exchange Commission of Taylor Devices, Inc. on Form 10-KSB for the
fiscal year ended May 31, 1999.



                                    /s/ Lumsden & McCormick, LLP

                                    LUMSDEN & McCORMICK, LLP
                                    Buffalo, New York
                                    October 26, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 40360}]
{"company-data": {"conformed-name": "TAYLOR DEVICES INC", "cik": "0000096536", "assigned-sic": "3569", "irs-number": "160797789", "state-of-incorporation": "NY", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89847", "film-number": "99736169"}, "business-address": {"street1": "90 TAYLOR DR", "street2": "P O BOX 748", "city": "NORTH TONAWANDA", "state": "NY", "zip": "14120", "phone": "7166940800"}, "mail-address": {"street1": "90 TAYLOR DR", "city": "N TONAWANDA", "state": "NY", "zip": "14120-0748"}}
As filed with the Securities and Exchange Commission on  October
28, 1999                                 Registration No.________

                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549
                             Form S-8
                      REGISTRATION STATEMENT
                              under
                    THE SECURITIES ACT OF 1933
                       TAYLOR DEVICES, INC.
       Exact name of registrant as specified in its charter
New York                                               16-0797789
(State or other jurisdiction              (I.R.S.Employer  of
incorporation or organization)                 Identification No.)

                         90 Taylor Drive
              North Tonawanda, New York 14120-0748
                          (716) 694-0800
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)

      1999 TAYLOR DEVICES, INC. EMPLOYEE STOCK PURCHASE PLAN
                     (Full title of the plan)
                    SANDRA S. O'LOUGHLIN, ESQ.
                        Hiscock & Barclay
                        50 Fountain Plaza
                     Buffalo, New York 14202
                     Telephone (716) 856-0911
(Name, address and telephone number, including area code, of agent
for service)
                 Calculation of Registration Fee
_________________________________________________________________
Title of Add-    Amount to    Proposed    Proposed    Amount of
itional Secur-   be Regis-    Maximum     Maximum     Registra-
ities to be      tered        Offering    Aggregate   tion Fee
Registered                    Price per   Offering
                              Share (1)   Price (1)
_________________________________________________________________
Common Stock      135,000      $2.875     $388,125    $107.90
$.025 par value   Shares
__________________________________________________________________
(1) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee.  The price per share is estimated to be $2.875
based on the mean of the closing bid and ask prices for the Common Stock
in the over-the-counter market as of October 27, 1999, as reported on the
NASDAQ SmallCap Issues Market.

      List of Exhibits is on sequentially numbered Page 12.

                          PROSPECTUS

                       TAYLOR DEVICES, INC.

                          Common Shares
                    Par Value $.025 Per Share

                    1999 Taylor Devices, Inc.
                   Employee Stock Purchase Plan

The Common Stock, par value $.025 per share, of Taylor Devices,
Inc. (the "Company") and its subsidiaries, if any, offered hereby
are those shares to be purchased from time to time by
participating employees of the Company pursuant to the 1999
Taylor Devices, Inc. Employee Stock Purchase Plan (the "Employee
Plan").

Shares of Common Stock are offered as set forth herein to
eligible employees of the Company and its subsidiaries.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                      _____________________

          Neither delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of Taylor Devices,
Inc. since the date hereof or the dates as of which information
is set forth herein.

                      _____________________

          This document constitutes part of a Prospectus covering
securities that have been registered under the Securities Act of
1933.

                      _____________________

         The date of this Prospectus is  October 28, 1999
Information Required in the Section 10(a) Prospectus

     No person is authorized to give any information or to make
any representation not contained in this Prospectus in connection
with the matters described in this Prospectus, and if given or
made, such information or representation must not be relied upon.
This Prospectus does not constitute an offer to sell or a
solicitation for an offer to purchase, any securities other than
the securities covered by this Prospectus, by the Company, or any
other person, to any person to whom it is unlawful to make such
offer.  Neither the delivery of this Prospectus nor any
distribution of the securities made under this Prospectus shall,
under any circumstances, create an implication that there has
been no change in the affairs of the Company or in the
information set forth herein since the date of this Prospectus.

Filings with the Securities and Exchange Commission

     The Company has filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form
S-8 (the "Registration Statement", which term encompasses all
amendments, exhibits, annexes, and schedules thereto) under the
Securities Act of 1933 (the "Securities Act") with respect to the
Common Stock, par value $.025 per share, of the Company
("Shares") registered hereby.  This Prospectus, which constitutes
a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement and the
amendments, exhibits, annexes, and schedules thereto, to which
reference is hereby made.  Statements made in this Prospectus as
to the contents of any contract, agreement, or other document
referred to are not necessarily complete.  With respect to each
such contract, agreement, or other document filed as an exhibit
to the Registration Statement and the exhibits thereto, reference
is hereby made to the exhibit for a more complete description of
the matter involved, and each statement made herein shall be
deemed qualified in its entirety by such reference.

     The Company is subject to the informational and reporting
requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"), and in accordance therewith the Company files
periodic reports, proxy and information statements, and other
information with the Commission.  The Registration Statement and
the exhibits thereto filed by the Company with the Commission, as
well as such reports, proxy and information statements and other
information filed by the Company with the Commission, may be
inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, or at some of the
regional offices of the Commission located at Seven World Trade
Center, Thirteenth Floor, New York, New York 10048, and The
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.  Copies of such material may also be obtained by
mail at prescribed rates from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.

Documents Incorporated by Reference

     The following documents or portions thereof filed by the
Company with the Commission are hereby incorporated by reference
in this Prospectus:

          (a)  the Company's latest annual report filed pursuant
to Section 13(a) or 15(d) of the Exchange Act; and

          (b)  all other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in (a)
above.

     In addition to the above items, all reports and definitive
proxy statements filed pursuant to Sections 13(a), 13(c), 14, or
15(d) of the Exchange Act subsequent to the date of this
Prospectus, and prior to the filing with the Commission of a
post-effective amendment to the Registration Statement which
indicates that all Shares subject to the Employee Plan have been
sold or which deregisters all such Shares then remaining unsold,
shall be deemed to be incorporated by reference into this
Prospectus and to be made a part hereof from the date of filing
of such documents. Any statement contained herein, or in a
document incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained
herein, or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or
supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.

     Participants in the Employee Plan can obtain additional
information about the Employee Plan and its administrators, and
copies of the foregoing documents, without charge, upon written
or oral request, to Janice M. Nicely, Shareholder Relations
Manager, Taylor Devices, Inc., 90 Taylor Drive, North Tonawanda,
New York 14120-0748, Telephone (716) 694-0800.

                              PART I

     Description of Employee Plan.  The Employee Plan was
established to promote loyalty and a sense of common purpose
among the Company's employees by offering eligible employees of
the Company and its subsidiaries, if any, the opportunity to buy
Shares on a convenient payment basis, with assistance from the
Company, and without payment of brokers' commissions, or the
necessity of establishing a brokers' account. All employees of
the Company and its subsidiaries who are over 18 years of age are
eligible to participate in the Employee Plan, except employees
who have been employed for less than six months, or whose
customary employment is less than 1,600 hours in any 12 month
period.  The total number of Shares which the Company may sell
under the Employee Plan is 135,000.

     A participant may elect to contribute a percentage of his or
her gross compensation, ranging from 1% to 10%, but not less than
$10 per month.  The election will be effective for the first pay
period commencing at least 30 days after the election.  The
Company matches the employee's contributions at a percentage rate
determined by the length of time that an employee has been a
continuous participant.  The Company matches 30% of the
employee's contribution for participants who have continuously
participated in the Employee Plan for a period of less than four
years; 40% for participants who have continuously participated
for four to seven years; and 50% for participants who have
continuously participated for more than seven years.

     At the end of each calendar quarter, the Company's and the
participant's contributions are applied to the purchase of full
Shares.  The purchase price per Common Share is the mean of the
closing bid and asked prices per Common Share on the last day of
the calendar quarter, which may not represent an actual
transaction on that day.

     Participants in the Employee Plan may change their rate of
contributions within the 1% to 10% limits at any time, but the
change becomes effective with the first payroll period in the
month following receipt of the form authorizing the change.  Upon
written notice to the employer, a participant may discontinue
participation in the Employee Plan for a period of up to 14
months, after which deductions are automatically resumed.  Only
one discontinuation is permitted in any 20-month period.  During
the period when a participant's contributions are suspended,
Company contributions are also suspended. The suspension in
participation is, however, not deemed to be a break in continuous
participation for the purpose of determining the level of the
Company's contributions. Similarly, participants who are laid off
from their employment are not deemed to have a break in
continuous participation during the layoff period, provided they
do not withdraw from participation in the Employee Plan.

     At the end of each calendar quarter, or upon withdrawal from
the Employee Plan, stock certificates representing the Shares
acquired pursuant to the Employee Plan are delivered to the
participants.  At the end of each calendar quarter, when stock
certificates are delivered, each participant receives an itemized
statement of account, showing the number of Shares purchased for
him or her during the preceding quarter, and the price paid per
Share.

     All Shares are held in the name of the Company until
delivered to the participant at the end of the calendar quarter.
A participant has rights as a shareholder notwithstanding that
the Company is the custodian for the Shares, including rights to
dividends or voting.  Participants receive direct payment of any
cash dividends which  may be declared on the Shares held in their
respective accounts.  Rights and warrants, if any, issued by the
Company are distributed to participants.  Rights and warrants, if
any, for fractional shares are sold and the cash proceeds paid to
participants. Shares distributed pursuant to stock splits, if
any, are also credited to participants' accounts and distributed
at the end of that calendar quarter.

     Withdrawal and Assignment.    A participant may withdraw
from the Employee Plan at any time.  Upon withdrawal, the
participant will receive all Shares purchased for his or her
account.  A refund of the contributions in the participant's
account is also made.  Once a participant withdraws, he or she is
not permitted to participate again for a period of 12 months.
For the purposes of calculating the percentage of matching
Company contributions, upon re-enrollment, a participant will
have a break in service and only receive the minimum Company
contribution.  Death, termination of employment, or retirement at
age 62 or older, also constitutes a withdrawal from the Employee
Plan. A participant's right to purchase Shares under the Employee
Plan may not be sold, pledged, assigned, or transferred in any
manner.

     The Employee Plan is administered for the Company by the
Treasurer and the Accounting Department of the Company.
Proportional adjustments to the number of Shares subject to the
Employee Plan will be made if there is a change in the capital
structure of the Company.  The Company reserves the right to
withdraw, suspend, modify, or terminate the Employee Plan at any
time.

     The Employee Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").

     Resales of Employee Plan Shares.  The Shares distributed
from the Employee Plan will be freely transferable under the
Securities Act, except for Shares issued to any person who may be
deemed to be an "affiliate" of the Company for purposes of
Rule 144 under the Securities Act as of the date of transfer by
such person.  Persons who may be affiliates of the Company
generally include individuals or entities that control, are
controlled by, or are under common control with the Company, and
may include the members of the Board of Directors, the executive
officers, and the principal shareholders of the Company, Tayco
Developments, Inc., and Tayco Realty Corporation.  Affiliates may
not sell Shares, except pursuant to an effective registration
statement under the Securities Act which covers such sale, or in
compliance with Rule 144 or another applicable exemption from the
registration requirements of the Securities Act.

     Federal Income Tax Treatment.  The Employee Plan is not a
qualified employee stock purchase plan under Section 423 of the
Internal Revenue Code.  The Company's matching contributions made
to the account of participants will be considered income to the
participant in the year that contributions are credited to his or
her account, regardless of the fact that cash to pay the tax has
not been received.  Moreover, contributions made by the Company
will be subject to Federal and State withholding taxes, including
Social Security.  Matching contributions made by the Company will
be deductible to the Company in the year that contributions are
credited to a participant's account.

     If a participant holds the Shares for more than one year,
any gain or loss upon the sale will be subject to tax as long
term capital gain or loss.  If the Shares are held for one year
of less, any gain or loss on sale of the Shares will generally be
considered short-term capital gain or loss.  Other special rules
may apply to Shares held for more than five years (beginning
after the year 2000).

                             PART II

          INFORMATION REQUIRED IN REGISTRATION STATEMENT
           (INFORMATION NOT REQUIRED IN THE PROSPECTUS)

Incorporation of certain documents by reference

     The following documents are hereby incorporated by reference
in this Registration Statement:

          (a)  The Company's latest annual report filed pursuant
to Section 13(a) or 15(d) of the Exchange Act; and

          (b)  All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in (a)
above.

     All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date
hereof and prior to the filing with the Commission of a
post-effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the securities
covered hereby then remaining unsold, shall also be deemed to be
incorporated by reference into this Registration Statement and to
be a part hereof from the respective date of filing of such
documents.

Description of securities

    Pursuant to the terms of the Employee Plan, the Company may
use either authorized but unissued Shares or Shares reacquired by
the Company. The aggregate number of Shares which may be
distributed under the Plan shall not exceed 135,000, subject to
proportional adjustment in the event of changes of capitalization
of the Company.

    The Certificate of Incorporation authorizes the Company to
issue up to 8,000,000 Shares, of which, on the date of this
Prospectus, 2,792,953 Shares are issued and outstanding; 75,574
Shares are held in the Company's Treasury; 90,000 Shares are reserved
for issuance of unexercised options under the 1998 Taylor Devices, Inc.
Stock Option Plan; and 135,000 Shares are reserved for issuance under
the Employee Plan. Shares are entitled (a) to dividends when and as
declared by the Board of Directors, subject to any rights of preferred
stock of the Company that may be hereafter issued; (b) to one vote per share
on each matter properly submitted to shareholders for their vote;
and (c) to participate ratably in the net assets of the Company
in the event of liquidation, subject to any prior rights of
preferred stock of the Company that may hereafter be issued.  The
Company is currently restricted from issuing dividends under
credit arrangements with its lender.  Outstanding Shares are
fully paid and are not subject to further calls or assessments.
Holders of Shares do not have preemptive rights.

    The Certificate of Incorporation of the Company authorizes
the Board of Directors to issue up to 2,000,000 shares of
preferred stock, $.05 par value, with such rights and privileges,
including voting rights, as it may deem appropriate. As of  the
date of this Prospectus, 5,000 preferred shares have been
designated by the Board of Directors  as "Series A Junior
Participating Preferred Stock" ("Series A Stock") in connection
with the issuance by the Company of certain shareholder rights
("Rights"), as more particularly described in the Rights
Agreement between the Company and Regan & Associates, Inc., as
Rights Agent, dated  October 5, 1998 and attached as Exhibit 4 to
the Company's Registration Statement on Form 8-A filed with the
Commission on or about October 6, 1998 ("Rights Agreement"). The
Certificate of Amendment to the Company's Certificate of
Incorporation designating the Series A Stock was filed by the New
York Secretary of State on October  9, 1998 (the "Amendment").

     In accordance with the Amendment and the Rights Agreement,
the Company declared a dividend of one Right for each outstanding
share of the Company's Common Stock, to shareholders of record at
the close of business on October 19, 1998 (the "Record Date").
Each Right entitles the registered holder to purchase from the
Company a unit consisting of one two-thousandths (1/2000) of a
share of Series A Stock, at a purchase price of $5.00 per unit of
1/2000 of a share, subject to adjustment.

     Initially, the Rights will be attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. A distribution
date will occur and the Rights will separate from the Common
Stock upon the earliest of (I) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 30% or more of the
shares of Common Stock then outstanding, (ii) 10 business days
following the commencement of a tender offer or exchange offer
that would result in a person or group beneficially owning 24% or
more of such outstanding shares of Common Stock (unless such
tender offer or exchange offer is an offer for all outstanding
shares of Common Stock which a majority of the unaffiliated
Directors who are not officers of the Company determine to be
fair to and otherwise in the best interests of the Company and
its shareholders) and (iii) the date the Board of Directors
declares a person to be an "Adverse Person", upon a determination
by the Board that such Person, together with his affiliates or
associates, is or has become the beneficial owner of 24% or more
of the shares of Common Stock outstanding, and upon a
determination by at least a majority of the continuing Directors
who are not officers of the Company, after reasonable inquiry and
investigation, that (a) such beneficial ownership by such person
is intended to cause the Company to repurchase the Common Stock
beneficially owned by such person or to cause pressure on the
Company to take action or enter into a transaction or series of
transactions intended to provide such person with short-term
financial gain under circumstances where such continuing
Directors determine that the best long-term interests of the
Company and its shareholders would not be served by taking such
action or entering into such transactions or series of
transactions at that time, or (b) such beneficial ownership is
causing or reasonably likely to cause a material adverse impact
(including, but not limited to, impairment of relationships with
customers, impairment of the Company's ability to maintain its
competitive position or impairment of the Company's business
reputation or ability to deal with governmental agencies) on the
business or prospects of the Company.

    The power of the Board of Directors to issue preferred
shares, such as Series A Stock, may enable the Board of Directors
to prevent a change in control despite a shift in ownership of
the Shares.  In addition, the Board of Directors' power to issue
additional Shares may delay or deter a change in control by
increasing the number of Shares needed to gain control.

    In addition, under New York law, the Company cannot enter
into certain business combinations involving persons beneficially
owing 20% or more of the Shares unless the Board of Directors has
approved the business combination or the stock acquisition by
which the person's interest reached 20% ("Stock Acquisition")
prior to the date of the Stock Acquisition.  This restriction
applies for 5 years after the date of the Stock Acquisition, and
thereafter, the Company may enter into a business combination
with the interested person (1) if the combination is approved by
vote of the holders of a majority of the Shares beneficially
owned by disinterested shareholders or (2) as part of the
business combination if the disinterested shareholders receive a
price for their Shares equal to or greater than the price
determined in accordance with a statutory formula intended to
assure that the shareholder will receive an equitable price in
the business combination.  New York law also prevents the Company
from purchasing more than 10% of the Shares for more than their
market value unless the purchase is approved by the Board of
Directors and by a majority vote of all outstanding Shares,
unless the offer to purchase is extended to all shareholders, or
unless the offer is for Shares the holder has held for more than
2 years.

    The Shares are listed on the NASDAQ SmallCap Issues Market.

Indemnification of Directors and Officers

    The Certificate of Incorporation of the Company limits the
personal liability of the members of the Company's Board of
Directors to the fullest extent permitted under the New York
Business Corporation Law (the "BCL"), providing that Directors
will not be liable to the Company or its shareholders for
monetary damages for breach of fiduciary duty as a Director,
except to the extent required by law.  The BCL requires that a
Director be liable if a judgment or other final disposition
adverse to the Director establishes that (1) such Director's acts
or omissions were in bad faith or involved intentional misconduct
or knowing violation of law; or (2) such Director personally
gained in fact a financial profit or other advantage to which the
Director was not legally entitled; or (3) the acts of such
Director violated Section 719 of the BCL.  Section 719 provides
that, unless a Director performs the duties of a Director in good
faith and with a degree of care which an ordinary prudent person
in a like position would use under similar circumstances, the
Director may be liable for voting or concurring in the following
corporate actions; (a) the declaration of an illegal dividend;
(b) a corporation's repurchase of its own shares when the
repurchase is not authorized by New York law;   the distribution
of assets to shareholders after dissolution of the corporation
without adequately providing for known liabilities of the
corporation; and (d) a loan by a corporation to any Director
unless the loan is authorized by a vote of shareholders.

    The Company's By-laws require the Company to indemnify any
person (including any director, officer or employee) to the full
extent permitted by law, who is made, or threatened to be made, a
party to any action or proceeding, whether criminal or civil, by
reason of the fact that such person is or was a director or
officer of the Company or serves or serves any other corporation
in any capacity at the request of the Company.

    The Company maintains a director and officer indemnification
insurance policy, which is renewed annually. The policy provides
indemnification benefits and the payment of expenses in actions
instituted against any director or officer of the Company for
claimed liability arising out of his conduct in such capacities.
No payments or claims for indemnification or expenses have ever
been made under any such  policy.

     In 1996, the Company entered into Indemnity Agreements with
certain of its executive officers and directors (the
"Indemnitees"), to the extent not covered by director and officer
indemnification insurance. Under the terms of the Indemnity
Agreements, the Company formally agreed to indemnify the
Indemnitees in the event that they, or any of them, is made a
party to or is threatened to be made a party to, or is otherwise
involved in a proceeding (other than a proceeding by or in the
right of the Corporation to procure a judgment in its favor),
against all expenses, liabilities, judgments, fines and penalties
actually and reasonably incurred by Indemnitee in connection with
the defense or settlement of such proceeding, but only if
Indemnitee acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests
of the Corporation and, in the case of a criminal proceeding, in
addition, had no reasonable cause to believe that his conduct was
unlawful.
     Under the Indemnity Agreement, no indemnification can be
made for (i) judgments, fines, penalties, or amounts paid in
settlement by or on behalf of Indemnitee; or (ii) other expenses
with respect to any claim, issue or matter as to which Indemnitee
shall have been adjudged to be liable to the Corporation, unless
and only to the extent that any court in which such proceeding
was brought determines upon application that, despite any
adjudication of liability but in view of all circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnity
for such judgments, fines, penalties, or expenses as such court
shall deem proper.  The Indemnity Agreement also excludes, among
others, any right to payments made under any insurance policy, or
payments paid to an Indemnitee, otherwise than pursuant to the
Indemnity Agreement.

Exemption from registration claimed

     Not applicable.

Exhibits

Exhibit Number       Description                           Page
4.1                  1999 Taylor Devices, Inc. Employee
                     Stock Purchase Plan (incorporated
                     by reference to Exhibit "B" to
                     Taylor Devices, Inc. Proxy
                     Statement dated September 27,
                     1999, Commission File No. 0-3498).

4.2                  Application Form                       13

5                    Opinion of Hiscock & Barclay,          14
                     LLP regarding legality of common
                     stock being registered.

23.1                 Consent of Lumsden & McCormick,        16
                     LLP

23.2                 Consent of Hiscock & Barclay,
                     LLP (included in their Opinion
                     filed as Exhibit 5).

Undertakings

     A.   The undersigned Company hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement to (a) include any prospectus required by
Section 10(a)(3) of the Securities Act; (b) reflect in a
prospectus filed under Section 10(a)(3) or Rule 424(b) of the
Securities Act, any facts or events which, individually or
together, represent a fundamental change in this Registration
Statement; and   include any additional or changed material
information on the plan of distribution not previously disclosed
in this Registration Statement.

          (2)  For the purpose of determining any liability under
the Securities Act, to treat each post-effective amendment as a
new registration statement of the securities offered, and the
offering of such securities at that time to be the initial
bona fide offering.

          (3)  To file a post-effective amendment to remove from
registration any of the securities which remain unsold at the end
of the offering.

     B.   Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                         SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933,
the Company certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of North Tonawanda, State of New York, on the 22nd  day of
October, 1999.
                              TAYLOR DEVICES, INC.

                              By:  /s/ Douglas P. Taylor
                                   Douglas P. Taylor,
                                   President, Chief Executive
                                   Officer and Director
                                   (Principal Executive Officer)
                                             and
                              By:  /s/ Kenneth G. Bernstein
                                   Kenneth G. Bernstein,
                                   Treasurer
                                   (Principal Financial and
                                   Accounting Officer)

                        POWER OF ATTORNEY
     Each person whose signature appears below constitutes and
appoints Douglas P. Taylor his attorney-in-fact, with the power
of substitution, for him in any and all capacities, to sign any
amendments to this registration statement, and to file the same,
with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorney-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue
hereof.
     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons on the 22nd day of October, 1999:

             Signature                       Title
       /s/ Richard G. Hill                 Director
       Richard G. Hill

       /s/ Joseph P. Gastel                Director
       Joseph P. Gastel

       /s/ Randall L. Clark                Director
       Randall L. Clark

       /s/ Donald B. Hofmar                Director
       Donald B. Hofmar

Exhibit 4.2

GIVE THIS FORM TO YOUR PAYROLL SUPERVISOR        APPLICATION FORM

1999 TAYLOR DEVICES, INC.
EMPLOYEE STOCK PURCHASE PLAN

Please Print

Employee:______________________________ Date of Birth:___________
         First      Middle          Last               Mo.Day Yr.

Address: ________________________________________________________
         Street                     City    State             Zip

Social Security No.:___________________

Department:_____________________     Employment Date:____________

Ladies and Gentlemen:
I am an employee of TAYLOR DEVICES, INC. (the "Company"), of
legal age, have completed ____________________ of continuous full
time employment, and hereby apply for participation in the 1999
Taylor Devices, Inc. Employee Stock Purchase Plan (the "Plan").
You are hereby authorized to arrange that the portion of my
salary designated below be withheld regularly and deposited to
the Plan on my account.  I understand that the Company will make
an appropriate contribution to my account, and I hereby
acknowledge my responsibility to pay any and all taxes resulting
from the Company's contribution.

The portion of my salary to be deducted each pay period for
participation in the Plan shall be:

              [ ]    1%          [ ]      6%
              [ ]    2%          [ ]      7%
              [ ]    3%          [ ]      8%
              [ ]    4%          [ ]      9%
              [ ]    5%          [ ]     10%
              [ ]    $10.00 per month (minimum contribution)

My beneficiary, who shall receive all stock due me from the Plan
in event of my death, is:

Name:______________________Address:______________________________

Relation:__________________ City & State _____________Zip________

In the event the above named person predeceases me, then my
contingent beneficiary shall be:

Name:______________________Address:______________________________

Relation: _________________ City & State _____________Zip________

I reserve the right to change the designation of my beneficiary
or contingent beneficiary at any time without notice to either of
them.

I acknowledge receipt of the Prospectus and description of the
Plan and agree to abide by the rules as contained in those
documents, and any amendments thereto.

Witness:________________________     Signature of Employee:

Date: _______________________      ___________________________
Exhibit 5
Exhibit 23.2

              [LETTERHEAD OF HISCOCK & BARCLAY, LLP]

                                             October 28, 1999

TAYLOR DEVICES, INC.
90 Taylor Drive
PO Box 748
North Tonawanda, New York  14120-0748

Att: Douglas P. Taylor, President & Chief Executive Officer

Re:  1999 Taylor Devices, Inc. Employee Stock Purchase Plan

Dear Mr. Taylor:

     We have represented Taylor Devices, Inc. (the "Company") in
connection with the issuance by the Company of up to 135,000
shares of its common stock, par value $0.025 per share ("Shares")
which may be purchased by eligible employees of the Company and
its subsidiaries pursuant to the 1999 Taylor Devices, Inc.
Employee Stock Purchase Plan (the "Plan") presented to the
shareholders of the Company for adoption at the Annual Meeting of
Shareholders held on October 22, 1999 (the "Annual Meeting").
This opinion is being submitted at your request for use as an
Exhibit to the Company's Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Act"), to be filed with the
Securities and Exchange Commission (the "SEC") on or about
October 28, 1999 (the "Registration Statement").

     In preparing this opinion, we have examined the Plan, the
Company's (a)  Certificate of Incorporation and all amendments;
(b) the By-laws; (c)  the Annual Report on Form 10-KSB for the
fiscal year ended May 31, 1999; (d)  the Quarterly Report on
Form 10-QSB for the fiscal quarter ended August 31, 1999; (e)
the Proxy Statement, dated September 27, 1999, mailed to
shareholders in connection with the Annual Meeting; (f)  the
resolutions of the Board of Directors, dated May 10, 1999 and
October 22, 1999, issued in connection with the Plan and related
matters (items (a) through (f) hereinafter, the "Reviewed
Documents"), and such questions of law as we have considered
necessary or appropriate under the circumstances.

     In rendering this opinion, other than our review of the
Reviewed Documents, we have made no inquiry as to any factual
matter.  Based on the foregoing, and assuming that:

(a)  the Plan has been duly adopted; and
(b)  no change occurs in the applicable law or the pertinent facts,

it is our opinion that the Shares are duly authorized and, when
purchased in accordance with the terms of the Plan, the Shares
will be validly issued, fully paid, and nonassessable.

     The foregoing opinion is limited to the federal laws of the
United States and the laws of the State of New York, and we
express no opinion as to the effect of the laws of any other
jurisdiction.

     We consent to the use of this opinion as an Exhibit to the
Registration Statement.  In giving such consent, we do not
thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the Rules and
Regulations of the SEC thereunder.

Very truly yours,

/s/ Hiscock & Barclay, LLP

HISCOCK & BARCLAY, LLP

Exhibit 23.1

             [LETTERHEAD OF LUMSDEN & McCORMICK, LLP]

                 CONSENT OF INDEPENDENT AUDITORS

To the Board of Directors of
Taylor Devices, Inc.

Gentlemen:

     We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated July 20,
1999, which appears on page 22 of the Annual Report to the Securities
and Exchange Commission of Taylor Devices, Inc. on Form 10-KSB for the
fiscal year ended May 31, 1999.

                                    /s/ Lumsden & McCormick, LLP

                                    LUMSDEN & McCORMICK, LLP
                                    Buffalo, New York
                                    October 26, 1999