UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
February 25, 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. 1
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 15,500
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
15,500
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.576%
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 20,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
20,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.743%
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 109,100
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
109,100
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.053%
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>
CUSIP NO. 877163-10-5
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
Anne S. 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 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*
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)
David M. Stark, 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 3,000
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
3,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.111%
14. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 1
INTRODUCTION
The acquisiton of 137,500 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 (the "Original Schedule 13D"). Since the
filing of the Original Schedule 13D, there have been purchases of
Shares by the Reporting Persons named in the Original Schedule
13D and by two new Reporting Persons. The number of Shares now
held by the Reporting Persons is 175,100 Shares.
The Cover pages for the Reporting Persons are hereby amended
to read as shown in this Amendment No. 1. Items 2, 3, and 5 are
hereby amended as shown in this Amendment No. 1. All other Items
remain unchanged from the Original Schedule 13D.
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.
Item 2 is hereby amended to provide information as to the two new
Reporting Persons:
(6) (a) Anne S. Baird
(b) 17 Tudor Place, Buffalo, New York 14222
(c) Teacher, Buffalo Seminary, Buffalo, New York
(d) No
(e) No
(f) U.S.A.
(7) DAVID M. STARK, AS SUCCESSOR TRUSTEE
UNDER A TRUST CREATED BY THE WILL OF
MARGARET deMORINI ("DAVID M. STARK, AS
SUCCESSOR TRUSTEE")
(a) David M. Stark
(b) 238 Summit Avenue, Buffalo, New York 14214
(c) Attorney, Hodgson, Russ, Andrews, Woods
& Goodyear, LLP
1800 One M&T Plaza
Buffalo, New York 14203
(d) No
(e) No
(f) U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Item 3 is hereby amended to read as follows:
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 (which includes the amount of funds paid for
the Shares which was previously reported). The following table
does not include brokerage commissions.
Aries Hill Corp. $83,187
Brent D. Baird 103,375
Bridget B. Baird, 52,250
as Successor Trustee
The Cameron Baird 493,881
Foundation
Jane D. Baird 62,563
Anne S. Baird 28,750
David M. Stark, as
Successor Trustee 16,500
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
175,100 Shares:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
Aries Hill Corp. 15,500 .576%
Brent D. Baird 20,000 (2) .743%
Bridget B. Baird, 10,000 .372%
as Successor Trustee (3)
The Cameron Baird 109,100 4.053%
Foundation
Jane D. Baird 12,500 .465%
Anne S. Baird 5,000 .186%
David M. Stark,
as Successor Trustee (4) 3,000 .111%
______ _____
TOTAL 175,100 6.506%
</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>
David M. Stark, 1/6/97 1,500 5 1/2 Fahnestock & Co
as Successor 1/7/97 1,500 5 1/2 Fahnestock & Co
Trustee
Brent D. Baird 1/17/97 2,000 5 7/8 Fahnestock & Co
1/20/97 1,000 5 7/8 Fahnestock & Co
1/21/97 3,000 6 Fahnestock & Co
Anne S. Baird 1/21/97 3,000 6 Fahnestock & Co
The Cameron 1/22/97 600 6 Fahnestock & Co
Baird 2/24/97 2,500 5 1/2 Fahnestock & Co
Foundation 2/24/97 2,500 5 3/8 Fahnestock & Co
2/25/97 2,500 5 3/8 Fahnestock & Co
3/3/97 1,000 5 3/4 Fahnestock & Co
Aries Hill 2/25/97 7,500 5 3/8 Fahnestock & Co
Corp. 3/3/97 500 5 3/4 Fahnestock & Co
3/4/97 2,500 5 3/4 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 6th day of March, 1997.
ARIES HILL CORP.
By: s/ Brian D. Baird
Brian D. Baird, Secretary
Brent D. Baird; Bridget B. Baird,
as Successor Trustee; Jane D. Baird;
Anne S. Baird; and David M. Stark,
as Successor Trustee
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.
