UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
April 1, 1997
_______________________
(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
Amendment No. 2
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 41,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
41,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.542%
14. TYPE OF REPORTING PERSON*
CO
*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 127,100
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
127,100
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
127,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.722%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 2
INTRODUCTION
The acquisiton of 175,100 shares ("Shares") of common stock
of the Issuer was reported by the Reporting Persons in Schedule
13D, which was filed with the Securities and Exchange Commission
on December 31, 1996, as amended by Schedule 13D Amendment No. 1
("Amendment No. 1"), which was filed with the Securities and
Exchange Commission on March 7, 1997. Since the filing of
Amendment No. 1, there have been additional purchases of Shares
by two of the Reporting Persons (Aries Hill Corp. and The Cameron
Baird Foundation). The number of Shares now held by the
Reporting Persons is 219,100 Shares.
The Cover pages for the two Reporting Persons who purchased
additional Shares are hereby amended to read as shown in this
Amendment No. 2. Items 3 and 5 are hereby amended as shown in
this Amendment No. 2. All other Cover pages and Items remain
unchanged, and are incorporated herein by reference.
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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Item 3 is hereby amended to add the following:
The following table shows the amount of funds paid for the Shares
by the two Reporting Persons who purchased additional Shares
(which includes only the amount of funds paid since the filing of
Amendment No. 1). The following table does not include brokerage
commissions.
Aries Hill Corp. $138,343
The Cameron Baird $ 97,438
Foundation
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read as follows:
(a) The Reporting Persons hereby report beneficial
ownership, in the manner hereinafter described, of
219,100 Shares:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
Aries Hill Corp. 41,500 1.542%
Brent D. Baird 20,000 (2) .743%
Bridget B. Baird, 10,000 .372%
as Successor Trustee (3)
The Cameron Baird 127,100 4.722%
Foundation
Jane D. Baird 12,500 .464%
Anne S. Baird 5,000 .186%
David M. Stark,
as Successor Trustee (4) 3,000 .111%
______ _____
TOTAL 219,100 8.140%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 2,691,521 Shares (as
reported in the Issuer's Form 10-Q as of November 30,
1996).
(2) 10,000 Shares are held by Brent D. Baird and 10,000
Shares are held in Trubee, Collins & Co.'s pension plan
for the benefit of Brent D. Baird.
(3) 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.
(4) Anne S. Baird and the issue of Anne S. Baird are the
beneficiaries of this trust established under the
Will of Margaret deMorini.
(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 3/25/97 2,500 5 5/8 Fahnestock & Co
Baird 3/26/97 2,500 5 1/2 Fahnestock & Co
Foundation 3/26/97 3,000 5 3/8 Fahnestock & Co
4/4/97 2,000 5 1/4 Fahnestock & Co
4/7/97 4,000 5 3/8 Fahnestock & Co
4/8/97 4,000 5 3/8 Fahnestock & Co
Aries Hill 3/11/97 1,500 5 3/4 Fahnestock & Co
Corp. 3/11/97 3,000 5 7/16 Fahnestock & Co
3/12/97 500 5 7/16 Fahnestock & Co
3/12/97 2,500 5 1/2 Fahnestock & Co
3/13/97 1,500 5 3/8 Fahnestock & Co
3/13/97 5,000 5 1/4 Fahnestock & Co
3/21/97 2,000 5 3/8 Fahnestock & Co
3/27/97 2,500 5 3/8 Fahnestock & Co
4/1/97 7,500 5 1/8 Fahnestock & Co
</TABLE>
(d) Not applicable
(e) Not applicable
<PAGE>
SIGNATURES
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 8th day of April, 1997.
ARIES HILL CORP.
By: s/ Brian D. Baird
Brian D. Baird, Secretary
THE CAMERON BAIRD FOUNDATION
By: s/Brian D. Baird
Brian D. Baird, Trustee
