Due to the sudden death of Board member Mr. Donald Hofmar on September 3, 2006, Taylor Devices, Inc.received a Nasdaq Staff Deficiency Letter dated October 16, 2006, indicating that the Company fails to comply with the independent director and audit committee requirements for continued listing as set forth in Marketplace Rule 4350.  The Company will be provided a cure period of no later than March 3, 2007 in order to regain compliance.  The Company must submit documentation to Nasdaq, including biographies of any new directors, proving compliance with the rules no later than March 3, 2007.  Written notification of delisting will be provided by Nasdaq if the Company does not regain compliance within this period.  Management anticipates that it will be able to timely comply with Nasdaq's directive.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

                (d) Exhibits

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)

DATED: October 19, 2006                                                  By: /s/Douglas P. Taylor                
                                                                                                      Douglas P. Taylor, President
                                                                                                      and Chief Executive Officer