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
___________________
September 4,
2006
(Date of Report (date
of  earliest event reported))

TAYLOR DEVICES,
INC.
(Exact name of
registrant as specified in charter)




  
    
      
New
      York
    
      
0-3498
    
      
16-0797789
  
    
      
(State or
      other
jurisdiction of
incorporation)
    
      
(Commission
      File
Number)
    
      
(IRS
      Employer
Identification No.)

90 Taylor Drive,
North Tonawanda, New York     
                       
           
    14120-0748
           (Address
of principal executive offices)
                               
                               
  ( Zip Code)

716-694-0800
(Registrant's telephone number, including area
code)
 
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: 
[  
]       Written communications pursuant to Rule
425 under the Securities Act (17 CFR230.425)
[  
]        Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR240.14a-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   8 --
Other Events
Item 8.01.  Other
Events.
           
  Donald B. Hofmar, a Director of the Company since 1991, died
suddenly on September 4, 2006.  Mr. Hofmar served as a member of the
Company's Audit Committee and as the audit committee financial expert.  He
also served on the Company's Compensation Committee, Stock Option Committee and
Nominating Committee.  Mr. Hofmar had been approved by the Board as a
nominee to stand for election to the Board of Directors at the Company's Annual
Meeting of Shareholders to be held on November 10, 2006.  The Nominating
Committee is in the process of vetting and selecting a nominee to fill the
vacancy on Board of Directors pursuant to the Company's Nominating Committee
Charter.

SIGNATURES
           
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:   September 13,
2006   
                     
              By:
/s/ Douglas P.
Taylor
                       
                       
                       
           
       Douglas P. Taylor, President

                                                                                          
and Chief Executive
Officer