TAYLOR DEVICES, INC. — M&A Activity 2008

Jan 15, 2008

CORRESP 1 filename1.htm HTML PUBLIC "-//W3C//DTD HTML 4.0 Transitional//EN" saved from url=(0055)file://H:\TAYLOR\FILINGS\2008\S-4\Response%20letter.htm March 27, 2006

January 15, 2008

Ms. Pamela A. Long Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. E. Washington, D. C. 20549-7010

Re: Taylor Devices, Inc. Registration Statement on Form S-4 Filed December 7, 2007 File Number 333-147878

Dear Ms. Long:

The following is our response to the comment letter we received from you, dated December 17, 2007, regarding the above referenced matter.

Item 1. Prospectus Cover Page

Comment 1. Please state the number of shares you are offering in the merger. If this number will not be known until the closing of the merger, please disclose the exchange ratio. Response We have amended the prospectus cover page of the filing to include the number of shares we are offering in the merger

Item 2. Signature Page

Comment 2. Please identify the signature of your principal accounting officer on the signature page of the registration statement. Response We have amended the signature page of the registration statement to include the signature of the Company's principal accounting officer to have identified it as such.

If you have any additional questions or comments, please feel free to contact the undersigned at (716) 694-1124.

Sincerely, TAYLOR DEVICES, INC.

/s/Mark V. McDonough Mark V. McDonough Chief Financial Officer

cc: Douglas P. Taylor, President & CEO Sandra S. O'Loughlin, Esq. Christopher J. Bonner, Esq.