UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TAYLOR DEVICES, INC.
_________________________________________________________________
(Name of Issuer)
Shares of Common Stock - $.025 Par Value
_________________________________________________________________
(Title of Class of Securities
877163-10-5
____________________________
(CUSIP Number)
Brent D. Baird
1350 One M&T Plaza
Buffalo, New York 14203 (Phone: (716) 849-1484)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
DECEMBER 20, 1996
_______________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box __.
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 877163-10-5
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Aries Hill Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 5,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
5,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.186%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 877163-10-5
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Brent D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 10,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
10,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.372%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 877163-10-5
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Bridget B. Baird, as Successor Trustee
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 10,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
10,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.372%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 877163-10-5
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
The Cameron Baird Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 100,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
100,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.721%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 877163-10-5
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Jane D. Baird
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 12,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
12,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.465%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
(a) Title and Class of Security:
Taylor Devices, Inc. (the "Issuer")
Shares of Common Stock, $.025 Par Value per
share("the Shares")
(b) Name of Issuer and Address of Issuer's Principal
Executive Offices:
Taylor Devices, Inc.
90 Taylor Drive
North Tonawanda, New York 14120-0748
ITEM 2. IDENTITY AND BACKGROUND.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT BY
THE PERSONS LISTED BELOW (THE "REPORTING PERSONS")
SHALL NOT BE CONSTRUED AS A STATEMENT OR ADMISSION THAT
THE REPORTING PERSONS (I) ARE ACTING AS A GROUP IN THE
ACQUISITION OF THE SHARES, (II) COLLECTIVELY CONSTITUTE
A "PERSON" WITHIN THE MEANING OF SECTION 13(D)(3) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"ACT"), OR (III) FOR THE PURPOSES OF SECTION 13(D) OF
THE ACT, ARE THE BENEFICIAL OWNERS OF ANY SHARES OTHER
THAN THE SHARES IN WHICH EACH PERSON IS SPECIFICALLY
IDENTIFIED IN THIS STATEMENT TO HAVE A BENEFICIAL
INTEREST.
(1) ARIES HILL CORP.
State of organization: New York
Principal Business: Private holding company
Address: 1350 One M&T Plaza, Buffalo, N.Y. 14203
Shareholders: Various members of the Baird family. No
individual family member has a controlling
interest.
Directors: Brent D. Baird, Bruce C. Baird, Brian D. Baird
Officers: Brent D. Baird - President and Treasurer;
Bruce C. Baird - Vice President;
Brian D. Baird - Secretary
Information on Individual Directors and Officers pursuant to
Instruction C:
(a) Brent D. Baird
(b) 17 Tudor Place, Buffalo, New York 14222
(c) Private Investor,
1350 One M&T Plaza, Buffalo, New York 14203
(d) No
(e) No
(f) U.S.A.
(a) Bruce C. Baird
(b) 331 Lincoln Parkway, Buffalo, New York 14216
(c) President, Belmont Management Co., Inc.
215 Broadway, Buffalo, New York 14204
(d) No
(e) No
(f) U.S.A.
(a) Brian D. Baird
(b) 300 Woodbridge Avenue, Buffalo, New York 14214
(c) Attorney, Kavinoky & Cook
120 Delaware Avenue, Buffalo, New York 14202
(d) No
(e) No
(f) U.S.A.
(2) (a) Brent D. Baird
(b) 17 Tudor Place, Buffalo, New York 14222
(c) Private Investor,
1350 One M&T Plaza, Buffalo, New York 14203
(d) No
(e) No
(f) U.S.A.
(3) BRIDGET B. BAIRD, AS SUCCESSOR TRUSTEE
UNDER AN AGREEMENT DATED 12/23/38 ("BRIDGET
B. BAIRD, AS SUCCESSOR TRUSTEE").
(a) Bridget B. Baird
(b) 28 Old Mill Road, Quaker Hill, Connecticut 06375
(c) Professor, Connecticut College, New London,
Connecticut
(d) No
(e) No
(f) U.S.A.
(4) THE CAMERON BAIRD FOUNDATION
State of organization: New York (created by a Deed of Trust)
Principal Business: a charitable private foundation
Address: Box 564
Hamburg, New York 14075
Trustees: Jane D. Baird, Chairman
Brenda B. Senturia
Bronwyn Baird
Bruce C. Baird
Bridget B. Baird
Brian D. Baird
Information on Individual Trustees pursuant to Instruction C:
(a) Jane D. Baird
(b) 8877 Jennings Road, Eden, New York 14057
(c) Homemaker
(d) No
(e) No
(f) U.S.A.
(a) Brenda B. Senturia
(b) 3519 East Spruce Street, Seattle, Washington 98122
(c) Homemaker
(d) No
(e) No
(f) U.S.A.
(a) Bronwyn Baird
(b) 252 County Center Road, White Plains, New York
10603
(c) Teacher
(d) No
(e) No
(f) U.S.A.
(a) Bruce C. Baird
(b) 331 Lincoln Parkway, Buffalo, New York 14216
(c) President, Belmont Management Co., Inc.
215 Broadway, Buffalo, New York 14204
(d) No
(e) No
(f) U.S.A.
(a) Bridget B. Baird
(b) 28 Old Mill Road, Quaker Hill, Connecticut 06375
(c) Professor, Connecticut College, New London,
Connecticut
(d) No
(e) No
(f) U.S.A.
(a) Brian D. Baird
(b) 300 Woodbridge Avenue, Buffalo, New York 14214
(c) Attorney at Law, Kavinoky & Cook, 120 Delaware
Avenue, Buffalo, New York 14202
(d) No
(e) No
(f) U.S.A.
(5) (a) Jane D. Baird
(b) 8877 Jennings Road, Eden, New York 14057
(c) Homemaker
(d) No
(e) No
(f) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The source of funds used by the Reporting Persons are personal
funds of each such person with respect to the purchases of such
person, except the source of funds used for purchases by Aries
Hill Corp. and The Cameron Baird Foundation was working capital
of such organizations with respect to the purchases by each such
organization. The Reporting Persons did not borrow any funds to
acquire their respective shares, it being noted that Aries Hill
Corp. has a margin account at Fahnestock & Co. The following
table shows the amount of funds paid for the Shares by the
Reporting Persons. The following table does not include
brokerage commissions.
Aries Hill Corp. $25,625
Brent D. Baird 46,250
Bridget B. Baird, 52,250
as Successor Trustee
The Cameron Baird 443,906
Foundation
Jane D. Baird 62,563
ITEM 4. PURPOSE OF TRANSACTION.
The Shares have been acquired by the Reporting Persons for
investment purposes. The Reporting Persons intend to continue to
evaluate their respective investments in the Shares. Each of the
Reporting Persons may make additional purchases or may sell the
Shares in open market or in private negotiated transactions. Any
such purchase or sale will depend upon their evaluation of their
respective investments, upon the amounts and prices of available
Shares, and upon other relevant circumstances.
The Reporting Persons have no plans or proposals which relate to
or would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(b) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(c) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
board;
(d) Any material change in the present capitalization or
dividend policy of the Issuer;
(e) Any other material change in the Issuer's business or
corporate structure;
(f) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(g) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association;
(h) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Act; or
(i) Any action similar to any of those enumerated
above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons hereby report beneficial
ownership, in the manner hereinafter described, of
137,500 shares of the Issuer:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
Aries Hill Corp. 5,000 .186%
Brent D. Baird 10,000 .372%
Bridget B. Baird, 10,000 .372%
as Successor Trustee (2)
The Cameron Baird 100,000 3.721%
Foundation
Jane D. Baird 12,500 .465%
______ _____
TOTAL 137,500 5.116%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 2,687,424 Shares (as
reported in the Issuer's Proxy Statement as of
September 20, 1996).
(2) Jane D. Baird is the income beneficiary and the
issue of Jane D. Baird are the remainder
beneficiaries under a trust agreement dated
12/23/38.
(b) For each persons named in paragraph (a), that person has
sole voting and sole dispositive power over the Shares enumerated
in paragraph (a).
(c) The following purchases of the Shares were effected during
the past sixty days:
<TABLE>
<CAPTION>
Price/Share
(in Dollars
Commissions
Purchase In The Number of not Transaction
Name Of Date Shares included) Made Through
<S> <C> <C> <C> <C>
The Cameron 11/5/96 5,000 4 7/16 Fahnestock & Co
Baird 11/12/96 2,500 4 1/4 Fahnestock & Co
Foundation 11/15/96 2,500 4 1/4 Fahnestock & Co
11/19/96 2,500 4 3/8 Fahnestock & Co
11/20/96 5,000 4 1/4 Fahnestock & Co
11/21/96 7,000 4 1/8 Fahnestock & Co
11/25/96 7,500 4 1/4 Fahnestock & Co
2,500 4 1/2
11/27/96 5,000 4 3/8 Fahnestock & Co
12/2/96 11,000 4 1/2 Fahnestock & Co
12/3/96 4,500 4 9/16 Fahnestock & Co
12/19/96 2,500 4 1/4 Fahnestock & Co
Jane D. Baird 12/6/96 2,500 4 5/8 Fahnestock & Co
12/9/96 1,000 4 11/16 Fahnestock & Co
12/13/96 2,500 5 Fahnestock & Co
12/17/96 2,500 5 1/8 Fahnestock & Co
12/19/96 4,000 5 1/4 Fahnestock & Co
Aries Hill 12/17/96 5,000 5 1/8 Fahnestock & Co
Corp.
Brent D. Baird 12/6/96 10,000 4 5/8 Fahnestock & Co
Bridget B. 12/9/96 1,000 5 Fahnestock & Co
Baird, as 500 5 1/4
Successor 12/10/96 1,000 5 3/8 Fahnestock & Co
Trustee 12/17/96 2,000 5 1/8 Fahnestock & Co
12/19/96 2,000 5 1/4 Fahnestock & Co
12/20/96 2,500 5 1/4 Fahnestock & Co
1,000 5 3/8
</TABLE>
(d) Not applicable
(e) Not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
not applicable
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
not applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
DATED this 31st day of December, 1996.
ARIES HILL CORP.
By: s/ Brian D. Baird
Brian D. Baird, Secretary
Brent D. Baird; Bridget B. Baird,
as Successor Trustee; and Jane D. Baird
By: s/Brian D. Baird
Brian D. Baird; as Attorney-in fact*
The Cameron Baird Foundation
By: s/Brian D. Baird
Brian D. Baird, Trustee
* Powers of attorney have been previously filed with
the Securities and Exchange Commission.
