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 Incentive Compensation Plan
          - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                            (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       165,000       $21.875         $3,609,375      $1,003.41

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
</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
Incentive Compensation Plan 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 Incentive Compensation Plan
            (Incorporated by reference to Exhibit A 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: /s/ Michael E. Batten
                                          - - - - - - - - - - - - - - - - - -
                                          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 Incentive Compensation Plan  N/A     
             (Incorporated by reference to Exhibit A 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         9
             von 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                6
             signature page of this Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18027}]
{"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": "333-69015", "film-number": "98770464"}, "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"}}
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 Incentive Compensation Plan
          - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
                            (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       165,000       $21.875         $3,609,375      $1,003.41

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
*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
Incentive Compensation Plan 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 Incentive Compensation Plan
            (Incorporated by reference to Exhibit A 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: /s/ Michael E. Batten
                                          - - - - - - - - - - - - - - - - - -
                                          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 Incentive Compensation Plan  N/A     
             (Incorporated by reference to Exhibit A 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         9
             von 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                6
             signature page of this Registration Statement).