<PAGE> 1
                                 FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          TWIN DISC, INCORPORATED
                          - - - - - - - - - - - -
               (Exact name of issuer as specified in its charter)

               Wisconsin                              39-0667110
               - - - - - - - - - - - - - - - - - - - - - - - - - 
           (State or other jurisdiction of           (IRS Employer
           incorporation or organization)          Identification No.)


               1328 Racine Street, Racine, Wisconsin     53403
               - - - - - - - - - - - - - - - - - - - - - - - -
            (Address of Principal Executive Offices)   (Zip Code)


   Twin Disc, Incorporated 1998 Stock Option Plan for Non-Employee Directors
   - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -   - - - - -
                              (Full title of the plan)


               Fred H. Timm, Secretary, 1328 Racine Street, Racine
               - - - - - - - - - - - - - - - - - - - - - - - - - -
                                Wisconsin, 53403
                                - - - - - - - - 
                   (Name and address of agent for service)


                                 (414) 638-4200
                                 - - - - - - - -
         (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                        Calculation of Registration Fee
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                                         Proposed
                                       Proposed     maximum offering    Amount of
Title of securities  Amount to be  Maximum offering    aggregate      registration
 to be registered     registered   price per share*  offering price*       fee
- - - - - - - - -  - - - - -    - - - - - - - -  - - - - - - - -  - - - - - - 
<S>                  <C>           <C>              <C>               <C>
  Common Stock        35,000        $21.875         $765,625        $212.84

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>

*Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 and is based upon the average of the high and low
prices of the Common Stock as of December 9, 1998.








<PAGE> 2

                                   PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

     The documents containing the information specified in Part I of this
Registration Statement will be sent or given to eligible employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended
("Securities Act").  Such documents are not required to be and are not filed
with the Securities and Exchange Commission ("Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.  These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

Item 2.     Registrant Information and Employee Plan Annual Information.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other
documents required to be delivered to eligible employees pursuant to
Rule 428(b) or additional information about the Twin Disc, Incorporated 1998
Stock Option Plan for Non-Employee Directors are available without charge by
contacting:
                             Office of the Secretary
                             Twin Disc, Incorporated
                             1328 Racine Street
                             Racine, Wisconsin  53403
                             (414) 638-4200

  
                                   PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents and all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, are hereby incorporated by reference from
the date of filing of such documents:

     (1)     The Company's Form 10-K Annual Report pursuant to Section 13 or   
             15(d) of the Securities Exchange Act of 1934 for the fiscal year  
             ended June 30, 1998;

     (2)     The Company's 1998 Proxy Statements for the Annual Meeting of     
             Shareholders; 
<PAGE> 3

     (3)     The Company's Form 10-Q Quarterly Report pursuant to Section 13   
             or 15(d) of the Securities Exchange Act of 1934 for the quarter   
             ended September 30, 1998; and

     (4)     The Auditor's Consent to incorporate the Company's Financial      
             Reports contained in the Annual Report.

Item 4.     Description of Securities.

     Not applicable.

Item 5.     Interests of Named Experts and Counsel.

     None.

Item 6.     Indemnification of Directors and Officers.
 
     The directors and officers of the Company are afforded indemnification
against liability which they may incur in their capacities as such under the
Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes
("WBCL"), and the Bylaws of the Company and, in the case of directors,
indemnification agreements with the Company.

Item 7.     Exemption From Registration Claimed.

     Not applicable.
 
Item 8.     Exhibits.

4(a)             Twin Disc, Incorporated 1998 Stock Option Plan for Non-       
            Employee Directors (Incorporated by reference to Exhibit B to the  
            Company's 1998 Proxy Statement for the Annual Meeting of           
            Shareholders held on October 16, 1998).

4(b)             Articles of Incorporation, as restated October 21, 1988       
            (Incorporated by reference to Exhibit 3(a) to the Company's Form   
            10-K for the year ended June 30, 1998).

4(c)             Form of Rights Agreement dated as of April 17, 1998 by and    
             between the Company and the Firstar Trust Company, as Rights      
             Agent, with Form of Rights Certificate (Incorporated by reference 
             to Exhibits 1 and 2 to the Company's Form 8-A dated May 4, 1998).

4(d)             Announcement of Shareholder Rights Plan per news release      
             dated April 17, 1998 (Incorporated by reference to Exhibit 99, of 
             the Company's Form 10-Q dated May 4, 1998).

5                Opinion of counsel regarding legality provided by von
             Briesen, Purtell & Roper, s.c.

<PAGE> 4

15           Not applicable.

23(a)            Consent of independent auditors provided by Pricewaterhouse-  
            Coopers LLP.

23(b)            Consent of counsel provided by von Briesen, Purtell & Roper,  
            s.c. (contained in Exhibit 5).

24               Power of attorney (included as part of the signature page of  
            this Registration Statement).


Item 9.      Undertakings.

             (a)     The undersigned registrant hereby undertakes:

                     (1)  To file, during any period in which offers or sales  
                          are being made, a post-effective amendment to this
                          Registration Statement:

                               (i)  To include any prospectus required by      
                          Section 10(a)(3) of the Securities Act of 1933;

                               (ii)  To reflect in the Prospectus any facts or 
                          events arising after the effective date of the       
                          Registration Statement (or the most recent post-     
                          effective amendment thereof) which, individually or  
                          in the aggregate, represent a fundamental change in  
                          the information set forth in the Registration        
                          Statement. Notwithstanding the foregoing, any        
                          increase or decrease in volume of securities offered 
                          (if the total dollar value of securities offered     
                          would not exceed that which was registered) and any  
                          deviation from the low or high end of the estimated  
                          maximum offering range may be reflected in the form  
                          of Prospectus filed with the Commission pursuant to  
                          Rule 424(b) if, in the aggregate, the changes in     
                          volume and price represent no more than a twenty     
                          percent (20%) change in the maximum aggregate        
                          offering price set forth in the "Calculation of      
                          Registration Fee" table in the effective             
                          Registration Statement.

                               (iii) To include any material information with  
                          respect to the plan of distribution not previously   
                          disclosed in the Registration Statement or any       
                          material change to such information in the           
                          Registration Statement.

<PAGE> 5
                     (2)  That, for the purpose of determining any liability   
                          under the Securities Act of 1933, each such post-    
                          effective amendment shall be deemed to be a new      
                          registration statement relating to the securities    
                          offered therein, and the offering of such securities 
                          at that time shall be deemed to be in the initial    
                          bona fide offering thereof.

                     (3)  To remove from registration by means of a post-      
                          effective amendment any of the securities being      
                          registered which remain unsold at the termination of 
                          the offering.

            (b)      The undersigned registrant hereby undertakes that, for    
                     purposes of determining any liability under the           
                     Securities Act of 1933, each filing of the registrant's   
                     annual report pursuant to Section 13(a) or Section 15(d)  
                     of the Securities Exchange Act of 1934 (and, where        
                     applicable, each filing of an employee benefit plan's     
                     annual report pursuant to Section 15(d) of the Securities 
                     Exchange Act of 1934) that is incorporated by reference   
                     in the Registration Statement shall be deemed to be a new 
                     registration statement relating to the securities         
                     offered therein, and the offering of such securities at   
                     that time shall be deemed to be the initial bona fide     
                     offering thereof.

            (c)      Insofar as indemnification for liabilities arising under  
                     the Securities Act of 1933 may be permitted to            
                     directors, officers and controlling persons of the        
                     registrant pursuant to the foregoing provisions, or       
                     otherwise, the registrant has been advised that in the    
                     opinion of the Securities and Exchange Commission such    
                     indemnification is against public policy as expressed in  
                     the Act and is, therefore, unenforceable.  In the event   
                     that a claim for indemnification against such             
                     liabilities (other than the payment by the registrant of  
                     expenses incurred or paid by a director, officer or       
                     controlling person of the registrant in the successful    
                     defense of any action, suit or proceeding) is asserted    
                     by such director, officer or controlling person in        
                     connection with the securities being registered, the      
                     registrant will, unless in the opinion of its counsel     
                     the matter has been settled by controlling precedent,     
                     submit to a court of appropriate jurisdiction the         
                     question whether such indemnification by it is against    
                     public policy as expressed in the Act and will be         
                     governed by the final adjudication of such issue.
<PAGE> 6

                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Racine, State of Wisconsin, on December 11, 1998.

                                      Twin Disc, Incorporated

                                      By:  
                                          - - - - - - - - - - - - - - - - - -
                                          Michael E. Batten
                                          Chairman, Chief Executive Officer &
                                          Director



                                          - - - - - - - - - - - - - - - - - - 
                                          James O. Parrish
                                          Vice President-Finance, Treasurer &
                                          Director
                                          (Chief Financial Officer)



                       POWER OF ATTORNEY
                                
The undersigned officers and directors of Twin Disc, Incorporated hereby
severally constitute Michael E. Batten and James O. Parrish, each of them
singly, true and lawful attorneys with full power to them, and each of them,
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement filed herewith and any and all amendments to this
Registration Statement, and generally do all such things in our names and
behalf in our capacities as set forth below to enable Twin Disc, Incorporated
to comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures so they may be signed by our said attorneys, or any
of them, to this Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, the Registration
Statement and Power of Attorney have been signed by the following persons in
the capacities and on the date indicated.
<PAGE> 7


- - - - - - - - - - - - - - - -   - - -              December 11, 1998
Michael E. Batten
Chairman, Chief Executive Officer & Director


- - - - - - - - - - - - - - - - - - - -              December 11, 1998
Michael H. Joyce
President, Chief Operating Officer & Director


- - - - - - - - - - - - - - - - - - - -              December 11, 1998
James O. Parrish
Vice President-Finance, Treasurer & Director
(Chief Financial Officer)


- - - - - - - - - - - - - - - - - - - -              December 11, 1998
Fred H. Timm
Corporate Controller & Secretary
(Chief Accounting Officer)


- - - - - - - - - - - - -   - - - - - -              December 11, 1998
John A. Mellowes
Director


- - - - - - - - - - - - - - - - - - - -              December 11, 1998
Paul J. Powers
Director

                                                     
- - - - - - - - - - - - - - - - - - - -              December 11, 1998
Richard T. Savage
Director

                                       
- - - - - - - - - - - - - - - - - - - -              December 11, 1998
David L. Swift
Director


- - - - - - - - - - - - - - - - - - - -              December 11, 1998
George E. Wardeberg
Director

                                                     

- - - - - - - - - - - - - - - - - - - - -            December 11, 1998
David R. Zimmer
Director

<PAGE> 8

                              INDEX TO EXHIBITS

     Exhibit                     Description                          Page
     - - - -                     - - - - - -                         - - -

      4(a)   Twin Disc, Incorporated 1998 Stock Option Plan for        N/A 
             Non-Employee Directors (Incorporated by reference to 
             Exhibit B to the Company's 1998 Proxy Statement for 
             the Annual Meeting of Shareholders held on October 16, 1998).

      4(b)   Articles of Incorporation, as restated October 21, 1988   N/A 
             (Incorporated by reference to Exhibit 3(a) to the 
             Company's Form 10-K for the year ended June 30, 1998).

      4(c)   Form of Rights Agreement dated as of April 17, 1998 by    N/A  
             and between the Company and the Firstar Trust Company, 
             as Rights Agent, with Form of Rights Certificate 
             (Incorporated by reference to Exhibits 1 and 2 to the 
             Company's Form 8-A dated May 4, 1998).

      4(d)   Announcement of Shareholder Rights Plan per news release  N/A 
             dated April 17, 1998 (Incorporated by reference to Exhibit
             99, of the Company's Form 10-Q dated May 4, 1998).

      5      Opinion of counsel regarding legality provided by von     9
             Briesen, Purtell & Roper, s.c.

      15     Not applicable.                                           N/A

      23(a)  Consent of independent auditors provided by               10 
             PricewaterhouseCoopers LLP.

      23(b)  Consent of counsel provided by von Briesen, Purtell       9
             & Roper, s.c. (contained in Exhibit 5).

      24     Power of attorney (included as part of the signature      6
             page of this Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18673}]
{"company-data": {"conformed-name": "TWIN DISC INC", "cik": "0000100378", "assigned-sic": "3560", "irs-number": "390667110", "state-of-incorporation": "WI", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69361", "film-number": "98773004"}, "business-address": {"street1": "1328 RACINE ST", "city": "RACINE", "state": "WI", "zip": "53403", "phone": "4146384000"}, "mail-address": {"street1": "1328 RACINE STREET", "city": "RACINE", "state": "WI", "zip": "53403"}, "former-company": {"former-conformed-name": "TWIN DISC CLUTCH CO", "date-changed": "19770217"}}
1
                                 FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          TWIN DISC, INCORPORATED
                          - - - - - - - - - - - -
               (Exact name of issuer as specified in its charter)

               Wisconsin                              39-0667110
               - - - - - - - - - - - - - - - - - - - - - - - - - 
           (State or other jurisdiction of           (IRS Employer
           incorporation or organization)          Identification No.)

               1328 Racine Street, Racine, Wisconsin     53403
               - - - - - - - - - - - - - - - - - - - - - - - -
            (Address of Principal Executive Offices)   (Zip Code)

   Twin Disc, Incorporated 1998 Stock Option Plan for Non-Employee Directors
   - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -   - - - - -
                              (Full title of the plan)

               Fred H. Timm, Secretary, 1328 Racine Street, Racine
               - - - - - - - - - - - - - - - - - - - - - - - - - -
                                Wisconsin, 53403
                                - - - - - - - - 
                   (Name and address of agent for service)

                                 (414) 638-4200
                                 - - - - - - - -
         (Telephone number, including area code, of agent for service)
Calculation of Registration Fee
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                                                         Proposed
                                       Proposed     maximum offering    Amount of
Title of securities  Amount to be  Maximum offering    aggregate      registration
 to be registered     registered   price per share*  offering price*       fee
- - - - - - - - -  - - - - -    - - - - - - - -  - - - - - - - -  - - - - - -
Common Stock        35,000        $21.875         $765,625        $212.84

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
*Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 and is based upon the average of the high and low
prices of the Common Stock as of December 9, 1998.
2

                                   PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information.

     The documents containing the information specified in Part I of this
Registration Statement will be sent or given to eligible employees as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended
("Securities Act").  Such documents are not required to be and are not filed
with the Securities and Exchange Commission ("Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424.  These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II of this
Form S-8, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.

Item 2.     Registrant Information and Employee Plan Annual Information.

     Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other
documents required to be delivered to eligible employees pursuant to
Rule 428(b) or additional information about the Twin Disc, Incorporated 1998
Stock Option Plan for Non-Employee Directors are available without charge by
contacting:
                             Office of the Secretary
                             Twin Disc, Incorporated
                             1328 Racine Street
                             Racine, Wisconsin  53403
                             (414) 638-4200

  
                                   PART II
 
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

     The following documents and all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, are hereby incorporated by reference from
the date of filing of such documents:

     (1)     The Company's Form 10-K Annual Report pursuant to Section 13 or   
             15(d) of the Securities Exchange Act of 1934 for the fiscal year  
             ended June 30, 1998;

     (2)     The Company's 1998 Proxy Statements for the Annual Meeting of     
             Shareholders;
3

     (3)     The Company's Form 10-Q Quarterly Report pursuant to Section 13   
             or 15(d) of the Securities Exchange Act of 1934 for the quarter   
             ended September 30, 1998; and

     (4)     The Auditor's Consent to incorporate the Company's Financial      
             Reports contained in the Annual Report.

Item 4.     Description of Securities.

     Not applicable.

Item 5.     Interests of Named Experts and Counsel.

     None.

Item 6.     Indemnification of Directors and Officers.
 
     The directors and officers of the Company are afforded indemnification
against liability which they may incur in their capacities as such under the
Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes
("WBCL"), and the Bylaws of the Company and, in the case of directors,
indemnification agreements with the Company.

Item 7.     Exemption From Registration Claimed.

     Not applicable.
 
Item 8.     Exhibits.

4(a)             Twin Disc, Incorporated 1998 Stock Option Plan for Non-       
            Employee Directors (Incorporated by reference to Exhibit B to the  
            Company's 1998 Proxy Statement for the Annual Meeting of           
            Shareholders held on October 16, 1998).

4(b)             Articles of Incorporation, as restated October 21, 1988       
            (Incorporated by reference to Exhibit 3(a) to the Company's Form   
            10-K for the year ended June 30, 1998).

4(c)             Form of Rights Agreement dated as of April 17, 1998 by and    
             between the Company and the Firstar Trust Company, as Rights      
             Agent, with Form of Rights Certificate (Incorporated by reference 
             to Exhibits 1 and 2 to the Company's Form 8-A dated May 4, 1998).

4(d)             Announcement of Shareholder Rights Plan per news release      
             dated April 17, 1998 (Incorporated by reference to Exhibit 99, of 
             the Company's Form 10-Q dated May 4, 1998).

5                Opinion of counsel regarding legality provided by von
             Briesen, Purtell & Roper, s.c.
4

15           Not applicable.

23(a)            Consent of independent auditors provided by Pricewaterhouse-  
            Coopers LLP.

23(b)            Consent of counsel provided by von Briesen, Purtell & Roper,  
            s.c. (contained in Exhibit 5).

24               Power of attorney (included as part of the signature page of  
            this Registration Statement).

Item 9.      Undertakings.

             (a)     The undersigned registrant hereby undertakes:

                     (1)  To file, during any period in which offers or sales  
                          are being made, a post-effective amendment to this
                          Registration Statement:

                               (i)  To include any prospectus required by      
                          Section 10(a)(3) of the Securities Act of 1933;

                               (ii)  To reflect in the Prospectus any facts or 
                          events arising after the effective date of the       
                          Registration Statement (or the most recent post-     
                          effective amendment thereof) which, individually or  
                          in the aggregate, represent a fundamental change in  
                          the information set forth in the Registration        
                          Statement. Notwithstanding the foregoing, any        
                          increase or decrease in volume of securities offered 
                          (if the total dollar value of securities offered     
                          would not exceed that which was registered) and any  
                          deviation from the low or high end of the estimated  
                          maximum offering range may be reflected in the form  
                          of Prospectus filed with the Commission pursuant to  
                          Rule 424(b) if, in the aggregate, the changes in     
                          volume and price represent no more than a twenty     
                          percent (20%) change in the maximum aggregate        
                          offering price set forth in the "Calculation of      
                          Registration Fee" table in the effective             
                          Registration Statement.

                               (iii) To include any material information with  
                          respect to the plan of distribution not previously   
                          disclosed in the Registration Statement or any       
                          material change to such information in the           
                          Registration Statement.
5
                     (2)  That, for the purpose of determining any liability   
                          under the Securities Act of 1933, each such post-    
                          effective amendment shall be deemed to be a new      
                          registration statement relating to the securities    
                          offered therein, and the offering of such securities 
                          at that time shall be deemed to be in the initial    
                          bona fide offering thereof.

                     (3)  To remove from registration by means of a post-      
                          effective amendment any of the securities being      
                          registered which remain unsold at the termination of 
                          the offering.

            (b)      The undersigned registrant hereby undertakes that, for    
                     purposes of determining any liability under the           
                     Securities Act of 1933, each filing of the registrant's   
                     annual report pursuant to Section 13(a) or Section 15(d)  
                     of the Securities Exchange Act of 1934 (and, where        
                     applicable, each filing of an employee benefit plan's     
                     annual report pursuant to Section 15(d) of the Securities 
                     Exchange Act of 1934) that is incorporated by reference   
                     in the Registration Statement shall be deemed to be a new 
                     registration statement relating to the securities         
                     offered therein, and the offering of such securities at   
                     that time shall be deemed to be the initial bona fide     
                     offering thereof.

            (c)      Insofar as indemnification for liabilities arising under  
                     the Securities Act of 1933 may be permitted to            
                     directors, officers and controlling persons of the        
                     registrant pursuant to the foregoing provisions, or       
                     otherwise, the registrant has been advised that in the    
                     opinion of the Securities and Exchange Commission such    
                     indemnification is against public policy as expressed in  
                     the Act and is, therefore, unenforceable.  In the event   
                     that a claim for indemnification against such             
                     liabilities (other than the payment by the registrant of  
                     expenses incurred or paid by a director, officer or       
                     controlling person of the registrant in the successful    
                     defense of any action, suit or proceeding) is asserted    
                     by such director, officer or controlling person in        
                     connection with the securities being registered, the      
                     registrant will, unless in the opinion of its counsel     
                     the matter has been settled by controlling precedent,     
                     submit to a court of appropriate jurisdiction the         
                     question whether such indemnification by it is against    
                     public policy as expressed in the Act and will be         
                     governed by the final adjudication of such issue.
6

                                SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Racine, State of Wisconsin, on December 11, 1998.

                                      Twin Disc, Incorporated

                                      By:  
                                          - - - - - - - - - - - - - - - - - -
                                          Michael E. Batten
                                          Chairman, Chief Executive Officer &
                                          Director

                                          - - - - - - - - - - - - - - - - - - 
                                          James O. Parrish
                                          Vice President-Finance, Treasurer &
                                          Director
                                          (Chief Financial Officer)

                       POWER OF ATTORNEY
                                
The undersigned officers and directors of Twin Disc, Incorporated hereby
severally constitute Michael E. Batten and James O. Parrish, each of them
singly, true and lawful attorneys with full power to them, and each of them,
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement filed herewith and any and all amendments to this
Registration Statement, and generally do all such things in our names and
behalf in our capacities as set forth below to enable Twin Disc, Incorporated
to comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures so they may be signed by our said attorneys, or any
of them, to this Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, the Registration
Statement and Power of Attorney have been signed by the following persons in
the capacities and on the date indicated.
7

- - - - - - - - - - - - - - - -   - - -              December 11, 1998
Michael E. Batten
Chairman, Chief Executive Officer & Director

- - - - - - - - - - - - - - - - - - - -              December 11, 1998
Michael H. Joyce
President, Chief Operating Officer & Director

- - - - - - - - - - - - - - - - - - - -              December 11, 1998
James O. Parrish
Vice President-Finance, Treasurer & Director
(Chief Financial Officer)

- - - - - - - - - - - - - - - - - - - -              December 11, 1998
Fred H. Timm
Corporate Controller & Secretary
(Chief Accounting Officer)

- - - - - - - - - - - - -   - - - - - -              December 11, 1998
John A. Mellowes
Director

- - - - - - - - - - - - - - - - - - - -              December 11, 1998
Paul J. Powers
Director

                                                     
- - - - - - - - - - - - - - - - - - - -              December 11, 1998
Richard T. Savage
Director

                                       
- - - - - - - - - - - - - - - - - - - -              December 11, 1998
David L. Swift
Director

- - - - - - - - - - - - - - - - - - - -              December 11, 1998
George E. Wardeberg
Director

                                                     

- - - - - - - - - - - - - - - - - - - - -            December 11, 1998
David R. Zimmer
Director
8

                              INDEX TO EXHIBITS

     Exhibit                     Description                          Page
     - - - -                     - - - - - -                         - - -

      4(a)   Twin Disc, Incorporated 1998 Stock Option Plan for        N/A 
             Non-Employee Directors (Incorporated by reference to 
             Exhibit B to the Company's 1998 Proxy Statement for 
             the Annual Meeting of Shareholders held on October 16, 1998).

      4(b)   Articles of Incorporation, as restated October 21, 1988   N/A 
             (Incorporated by reference to Exhibit 3(a) to the 
             Company's Form 10-K for the year ended June 30, 1998).

      4(c)   Form of Rights Agreement dated as of April 17, 1998 by    N/A  
             and between the Company and the Firstar Trust Company, 
             as Rights Agent, with Form of Rights Certificate 
             (Incorporated by reference to Exhibits 1 and 2 to the 
             Company's Form 8-A dated May 4, 1998).

      4(d)   Announcement of Shareholder Rights Plan per news release  N/A 
             dated April 17, 1998 (Incorporated by reference to Exhibit
             99, of the Company's Form 10-Q dated May 4, 1998).

      5      Opinion of counsel regarding legality provided by von     9
             Briesen, Purtell & Roper, s.c.

      15     Not applicable.                                           N/A

      23(a)  Consent of independent auditors provided by               10 
             PricewaterhouseCoopers LLP.

      23(b)  Consent of counsel provided by von Briesen, Purtell       9
             & Roper, s.c. (contained in Exhibit 5).

      24     Power of attorney (included as part of the signature      6
             page of this Registration Statement).