TAYLOR DEVICES, INC. — Director's Dealing 2003

Apr 1, 2003

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

| 1. Name
and Address of Reporting Person* — Hill | Richard | G. |
| --- | --- | --- |
| (Last) | (First) | (Middle) |
| 90 Taylor Drive | | |
| | (Street) | |
| North
Tonawanda | NY | 14120-0748 |
| (City) | (State) | (Zip) |
| 2. Issuer Name and Ticker or Trading Symbol | | |
| Taylor Devices, Inc.
(TAYD) | | |
| 3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary) | | |
| 4. Statement for Month / Day / Year | | |
| March 31, 2003 | | |
| 5. If Amendment, Date of Original (Month / Day / Year) | | |
| 6. Relationship of Reporting Person(s) to Issuer (Check all
applicable) | | |
| [ X ] Director | | [ ] 10%
Owner |
| [ X ] Officer (give title
below) | | [ ] Other (specify
below) |
| | Vice President | |
| 7. Individual or Joint/Group Filing (Check Applicable
Line) | | |
| [ X ] Form filed by One
Reporting Person | | |
| [ ] Form filed by More than One Reporting
Person | | |

Table 1 - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/ Day/ Year) | 3. Transaction Code (Instr. 8) | | 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | | | 5. Amount of Securities Beneficially Owned at End of Month (Instr.
3 and 4) | 6. Ownership Form: Direct (D) Or
Indirect (I) (Instr.
4) | 7.Nature of Indirect Benficial Ownership (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Code | V | Amount | (A) or
(D) | Price | | | |
| Common Stock | 3/31/03 | P | | 1,071 | A | $2.470 | 55,169 | D | |
| | | | | | | | 656 | I | Spouse & Children |

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

If the form is filed by more than one reporting person, see* Instruction 4(b)(v).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(Over)

SEC 1474 (9-02)

FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g., puts, calls, warrants, options, convertible securities)

| 1 .Title of
Derivative Security (Instr. 3) — Code | V | 5. Number of
Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) — (A) | (D) | 6. Date
Exercisable and Expiration Date
(Month/Day/Year) — Date Exercisable | Expiration Date |
| --- | --- | --- | --- | --- | --- |

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owne d

( e.g., puts, calls, warrants, options, convertible securities) (continued)

| 7. Title and Amount of
Underlying Securities (Instr. 3 and 4) | |
| --- | --- |
| Title | Amount or Number
of Shares |

Explanation of Responses:

s/ Richard G. Hill April 1, 2003 **Signature of Reporting Person Date

Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.