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<SEC-DOCUMENT>0000100378-04-000043.txt : 20041015
<SEC-HEADER>0000100378-04-000043.hdr.sgml : 20041015
<ACCEPTANCE-DATETIME>20041015154104
ACCESSION NUMBER:		0000100378-04-000043
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20041015
DATE AS OF CHANGE:		20041015
EFFECTIVENESS DATE:		20041015

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TWIN DISC INC
		CENTRAL INDEX KEY:			0000100378
		STANDARD INDUSTRIAL CLASSIFICATION:	GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560]
		IRS NUMBER:				390667110
		STATE OF INCORPORATION:			WI
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-119770
		FILM NUMBER:		041081065

	BUSINESS ADDRESS:	
		STREET 1:		1328 RACINE ST
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403
		BUSINESS PHONE:		2626384000

	MAIL ADDRESS:	
		STREET 1:		1328 RACINE STREET
		CITY:			RACINE
		STATE:			WI
		ZIP:			53403

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	TWIN DISC CLUTCH CO
		DATE OF NAME CHANGE:	19770217
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>rs8a04.txt
<TEXT>
<PAGE> 1
                             Registration No.

                     SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 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 of other jurisdiction of       (IRS Employer
        incorporation or organization)       Identification No.)


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


             2004 Stock Incentive Plan for Non-Employee Directors
                         (Full title of the plan)


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


                               (262) 638-4000
         (Telephone number, including area code, of agent for service)


                        Calculation of Registration Fee

		                Proposed	Proposed
Title of Class 			Maximum		Maximum
of Securities	  Amount	Offering	Aggregate	Amount of
to be             to be         Price Per       Offering        Registration
Registered	  Registered	Share		Price		Fee
- ----------        ----------    -----           -----           ---
Common Stock	  36,000	$_____ (1)	$_________ (1)	$________
(No par value)    Shares


(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457, and based on the average of the high and low prices
of the Common Stock as of October 13, 2004.


PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This registration statement pertains to 36,000 shares of the Common Stock, no
par value, of Twin Disc, Incorporated (the "Company"), pursuant to the
Company's 2004 Stock Incentive Plan for Non-Employee Directors (the "Plan").
Documents containing the information specified in Part I of Form S-8 will be
sent or given to employees eligible to participate in the Plan by the Company
as specified by Rule 428(b)(1) of the Securities Act of 1933 (the "Securities
Act") (17 C.F.R. 230.428(b)(1)).  Such documents are not required to be and are
not filed with the Securities and Exchange Commission (the "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.

PART II

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 securities then
remaining unsold, are hereby incorporated by reference from the date of filing
of such documents:

<PAGE> 2
1. The Company's Annual Report of Form 10-K for the year ended June 30, 2004.

2. The Auditor's Consent to incorporate the Company's financial reports
   contained in the Annual Report on Form 10-K for the year ended June 30,2004.

3. The Company's Form 8-K, filed October 15, 2004, announcing earnings for the
   quarter ended September 30, 2004.

4. The Company's Form 8-K, filed October 15, 2004, announcing the Company's
   decision to voluntarily delist from the New York Stock Exchange and to
   commence trading on the NASDAQ National Market.

5. The description of the Company's Common Stock contained in Item 1 of the
   Company's  Registration Statement on Form 8-A, filed October 15, 2004, and
   any amendments or reports filed for the purpose of updating such
   description.

6. The  description of the Company's Preferred Stock Purchase Rights contained
   in Item 1 of the Company's Registration Statement on Form 8-A, filed October
   15, 2004, and any  amendments or reports filed for the purpose of updating
   such description.

Item 4 - Description of Securities

Not Applicable.

Item 5 - Interests of Named Experts and Counsel

None.

Item 6 - Indemnification of Directors and Officers

Certain provisions of the Wisconsin Business Corporation Law, Chapter 180 of
the Wisconsin Statutes ("WBCL"), provide that the Company will indemnify the
directors and officers of the Company and each subsidiary company against
liabilities and expenses incurred by such person by reason of the fact that
such person was serving in such capacity, subject to certain limitations and
conditions set forth in the WBCL.  The Company's Bylaws also provide that the
Company will indemnify its directors and officers, and, at the Company's
request, will indemnify any person serving as a director or officer with
respect to serving or having served another business entity, to the extent
permitted by the WBCL.

It is the public policy of the State of Wisconsin, expressed in Section
180.0859 of the WBCL, to require or permit indemnification and allowance of
expenses for any liability incurred in connection with a proceeding involving
federal or state statutory or administrative regulation of the offer, sale or
purchase of securities, provided the applicable requirements for
indemnification and allowance of expenses are satisfied.

The Company has purchased liability insurance policies that indemnify the
Company's directors and officers against loss arising from claims by reason
of their legal liability for acts of such directors or officers, subject to
limitations and conditions as set forth in the policies.

Item 7 - Exemption From Registration Claimed

Not Applicable.

Item 8 - Exhibits

Exhibit   Description

4a)	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 of the Company's
Form 8-A dated May 4, 1998, SEC File No. 001-07635).

b) Announcement of Shareholder Rights Plan per news
      release dated April 17, 1998
      (Incorporated by reference to Exhibit 6(a), of the Company's
      Form 10-Q dated May 4, 1998, SEC File No. 001-07635).

*5a)	Opinion of von Briesen & Roper, s.c., regarding the validity
	of original issuance securities

*23	Consent of Independent Accountants

<PAGE> 3
24	Power of Attorney (included as part of the signature page
        of this Registration Statement)

*99	2004 Stock Incentive Plan for Non-Employee Directors.

* Filed herewith

Item 9 - Undertakings

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:

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

   (b) 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 the 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 a 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 20% change in
       the maximum aggregate offering price set forth in the "Calculation of
       Registration Fee" table above; and

   (c) 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.

Provided, however, that paragraph (a) and (b) shall not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

(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 therein, and the offering
    of such securities at that time shall be deemed to be the initial bona fide
    offering thereof.

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

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 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

Insofar as any indemnification 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> 4
                                  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 October 15, 2004.

                              TWIN DISC, INCORPORATED

October 15, 2004              /s/ Michael E. Batten
                              -----------------------------
                              Michael E. Batten, Chairman,
                              Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the date indicated.  Each person whose signature appears below hereby makes,
constitutes and appoints Michael E. Batten and Christopher J. Eperjesy, and
each of them singly, his true and lawful attorneys, with full power to sign
for such person and in such person's name and capacity indicated below, and
with full power of substitution any and all amendments to this Registration
Statement, and generally do all such things in our names and behalf as
directors to enable Twin Disc, Incorporated to comply with the provisions of
the Securities Act of 1933 and the Securities and Exchange Act of 1934 and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming such person's signature as it may be signed by said attorneys to any
and all amendments.



October 15, 2004             /s/ Michael E. Batten
                             ------------------------------
                             Michael E. Batten, Chairman,
                             Chief Executive Officer and Director

October 15, 2004              /s/ Michael H. Joyce
                             ------------------------------
                             Michael H. Joyce, President,
                             Chief Operating Officer and Director

October 15, 2004             /s/ Christopher J. Eperjesy
                             ------------------------------
                             Christopher J. Eperjesy, Vice President - Finance,
                             Treasurer and Chief Financial Officer

October 15, 2004             /s/ Fred H. Timm
                             ------------------------------
                             Fred H. Timm, Vice President - Administration
                             Secretary and Chief Accounting Officer

October 15, 2004             /s/ David L. Swift
                             ------------------------------
                             David L. Swift, Director


October 15, 2004             /s/ John A. Mellowes
                             ------------------------------
                             John A. Mellowes, Director


October 15, 2004             /s/ George E. Wardeberg
                             ------------------------------
                             George E. Wardeberg, Director


October 15, 2004             /s/ David R. Zimmer
                             ------------------------------
                             David R. Zimmer, Director


October 15, 2004             /s/ David B. Rayburn
                             ------------------------------
                             David B. Rayburn, Director


October 15, 2004             /s/ Harold M. Stratton II
                             ------------------------------
                             Harold M. Stratton II, Director

<PAGE> 5

October 15, 2004             /s/ John H. Batten
                             ------------------------------
	                     John H. Batten, Director


                          EXHIBIT INDEX

Exhibit         Description                                            Page No.

4a)     Form of Rights Agreement dated as of April 17, 1998 		N/A
        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 of the
        Company's Form 8-A dated May 4, 1998, SEC File No. 001-07635).

c)      Announcement of Shareholder Rights Plan per news 		N/A
	release dated April 17, 1998 (Incorporated by reference to
        Exhibit 6(a), of the Company's Form 10-Q dated May 4, 1998,
        SEC File No. 001-07635).

*5a)    Opinion of von Briesen & Roper, s.c., regarding the validity	____
        of original issuance securities

*23     Consent of Independent Accountants				____

24      Power of Attorney (included as part of the signature page 	____
        of this Registration Statement)

*99     2004 Stock Incentive Plan for Non-Employee Directors.		____

* Filed herewith




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>rs8aex5a.txt
<TEXT>
<PAGE> 1


October 15, 2004



The Board of Directors
Twin Disc, Incorporated
1328 Racine Street
Racine, WI  53403

Gentlemen:

This firm is counsel for Twin Disc, Incorporated ("Company"), which is the
registrant in a Registration Statement under the Securities Act of 1933 on Form
S-8, dated October 15, 2004, relating to the registration of 36,000 shares of
the Company's common stock, no par value per share ("Shares"), to be offered
and sold pursuant to the Company's 2004 Stock Incentive Plan for Non-Employee
Directors.

As counsel, we are familiar with the action taken by the Company in connection
with the authorization of the Shares.  We have examined such records and other
documents as we have deemed necessary for the opinion hereinafter expressed.

Based upon the foregoing, and having regard to legal considerations which we
deem relevant, we are of the opinion that the Shares described in the
Registration Statement will be, when sold, legally issued by the Company, fully
paid and non-assessable, except to the extent provided in Section 180.0622(2)
b), of the Wisconsin Statutes which provides, in part, that shareholders of a
Wisconsin corporation are personally liable up to an amount equal to the
consideration for which their shares without par value were issued for all
debts owing to employees of the corporation for services performed for such
corporation, but not exceeding six months' service in any one case.

We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

/s/ von BRIESEN & ROPER, s.c.








5374365_1




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>rs8a04ex99.txt
<DESCRIPTION>2004 STOCK INCENTIVE FOR NON-EMPLOYEE DIRECTORS
<TEXT>
<PAGE> 1
                         TWIN DISC, INCORPORATED
             2004 STOCK INCENTIVE PLAN FOR NON-EMPLOYEE DIRECTORS

                                  ARTICLE I

                                  PURPOSE
     1.1     PURPOSE.  The purpose of the Twin Disc, Incorporated 2004 Stock
Incentive Plan for Non-Employee Directors (the "Directors' Plan" or "Plan")
is to promote the financial interests of Twin Disc, Incorporated (the "Company")
and its shareholders by providing non-employee members of the Company's Board of
Directors (each a "Participant") the opportunity to acquire Common Stock of the
Company ("Common Stock"), thereby assisting the Company in its efforts to
attract and retain well qualified individuals to serve as directors and further
aligning the interests of such directors with those of the Company's
shareholders.  Common Stock under the Plan will be made available to
Participants as either options to purchase Common Stock ("Options") or Common
Stock with certain imposed restrictions as defined herein ("Restricted Stock")
collectively with Options, "Awards"). Options granted under the Directors' Plan
are not intended to meet all of the requirements of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the Directors' Plan shall be
construed so as to carry out that intent.

                                ARTICLE 11

                         EFFECTIVE DATE AND TERM
     2.1     EFFECTIVE DATE.  The Directors' Plan shall become effective on
the date that it is approved by shareholders holding a majority of the
outstanding shares of Common Stock of the Company (the "Effective Date").

     2.2     TERM.  No Option may be granted or Restricted Stock awarded more
than ten (10) years after the Effective Date.

     2.3     POST TERM ACTIVITY.  Options granted within the term of the Plan
as set forth in Section 2.2, subject to the all other terms and conditions
of the Plan and the agreement(s) governing the grant of the Options, may
be exercised, paid out, or modified more than ten years after the
Effective Date. Restrictions on Restricted Stock may lapse more than ten
(10) years after the Effective Date.



                              ARTICLE III

                         STOCK SUBJECT TO PLAN

     3.1     MAXIMUM NUMBER.  The maximum number of shares of Common Stock
that may be issued pursuant to Awards under the Plan is 36,000 subject to
the adjustments provided in Article XII, below.  Such shares may be
newly-issued shares, authorized but unissued shares or shares reacquired
by the Company on the open market or otherwise.

     3.2     AVAILABILITY OF SHARES FOR AWARD.  Shares of Common Stock that
are subject to issuance pursuant to an Award may thereafter be subject to a
new Award:

      (a)     if the prior Award to which such shares were subject lapses,
expires or terminates without the issuance of such shares; or

     (b)     shares issued pursuant to an Award are reacquired by the Company
pursuant to rights reserved by the Company upon the issuance of such shares;
provided, that shares reacquired by the Company may only be subject to new
Awards if the Participant received no benefit of ownership from the shares.

     Shares of Common Stock that are received by the Company in
connection with the exercise of an Option, including the satisfaction of any
tax liability or the satisfaction of a tax withholding obligation, may be made
subject to issuance pursuant to a later Option.

                                ARTICLE IV

                              ADMINISTRATION

     4.1     GENERAL ADMINISTRATION.  The Company's Board of Directors (the
"Board") will supervise and administer the Plan; provided, however, that the
Board may appoint a committee (the "Committee") of two (2) or more directors to
administer the Plan if deemed necessary or advisable in order to comply with
the exemptive rule promulgated pursuant to Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").

<PAGE> 2

     4.2     POWERS.  Grants of Options under the Plan and the amount, price
and timing of the awards to be granted will be automatic as described in
Article VI.  Awards of Restricted Stock under the Plan and the amount and timing
of the awards will be automatic as described in Article IX.  However, the Board
or Committee shall have discretionary authority to determine all issues with
respect to the interpretation of the Plan, Options granted under the Plan and
Restricted Stock awarded under the Plan, and with respect to all Plan
administration issues.

     4.3     SECTION 16 COMPLIANCE.  Transactions under this Directors' Plan
are intended to comply with all applicable conditions of the exemptive rules
promulgated pursuant to Section 16(b) of the Exchange Act.  To the extent any
provision of the Directors' Plan or action of the Board or Committee fails to
so comply, it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Board or Committee.




                                   ARTICLE V

                                  ELIGIBILITY
     5.1     ELIGIBILITY.  All present or future directors of the Company
who are not employees of the Company shall be eligible to participate in the
Directors' Plan.

                                        ARTICLE VI

                                    GRANT OF OPTIONS

     6.1     AUTOMATIC GRANT.  On each annual stockholders' meeting
beginning in calendar year 2004, each eligible director who is elected or
re-elected to the Board, and each eligible director who is continuing to serve
on the Board, shall be granted Options to purchase 300 shares of Common Stock,
and the grant date for such Options shall be the day of the annual stockholders'
meeting.

     6.2     EXERCISE PRICE.  The exercise price per share shall be the fair
market value per share of Common Stock on the date the Option is granted.  For
this and all other purposes under the Plan, the fair market value shall be the
closing price per share of Common Stock on the New York Stock Exchange ("NYSE")
on the date of grant; provided, that if the Common Stock ceases to be listed on
the NYSE, the Board or Committee shall designate an alternative method of
determining the fair market value of the Common Stock.

     6.3     OPTION PERIOD.  No Option granted under the Plan shall be
exercisable unless and until shareholder approval of the Plan is obtained.
Following such approval, Options may be exercised in whole at any time or in
part from time to time.  An Option shall not be exercisable more than ten years
after the date it is granted, and will terminate no later than three years
after termination of director status for any reason other than death.

     6.4     WRITTEN AGREEMENT.  Each Option shall be evidenced by an
appropriate written agreement, the form of which shall be consistent with the
terms and conditions of the Plan and applicable law, which shall be signed by
an officer of the Company and the Participant.  A single written agreement may
cover the grant of Options in subsequent or prior years.

                                   ARTICLE VII


                                PAYMENT FOR OPTIONS

     7.1     GENERAL.  Payments required, if any, upon a Participant's
exercise of an Option under the Plan may be made in the form of: (i) cash; (ii)
Company stock; (iii) a combination of cash and Company stock; or (iv) such other
forms or means that the Board or Committee shall determine in its discretion and
in such manner as is consistent with the Plan's purpose and the Code, the
Exchange Act, or other applicable laws or regulations.


                                    ARTICLE VIII

                        TRANSFERABILITY OF OPTIONS AND EFFECT OF
                       ARTICLE OF IXTERMINATION OF DIRECTOR STATUS

     8.1     GENERAL.  Except as provided herein, no Option or interest
therein shall be transferable by a Participant other than by will or by the laws
<PAGE> 3
of descent and distribution.

     8.2     EXERCISE UPON DEATH.  In the event of the death of a Participant
prior to termination of an Option held by such director, each such Option shall
be exercisable to the extent provided therein, but not later than one year
after the date of death (and not beyond the stated duration of the Option).
Any such exercise shall be made only:

     (a)     By the executor or administrator of the estate of the
             deceased Participant or the person or persons to whom the deceased
             Participant's rights under the Option shall pass by will or the
             laws of descent and distribution; and

     (b)     To the extent, if any, that the deceased Participant was entitled
             to exercise such Option at the date of his death.

     8.3      TRANSFERABILITY OF OPTION DURING LIFETIME.  Except as
otherwise provided herein, every Option granted under the Plan to a Participant
may be assigned or transferred by the Participant to or for the benefit of a
member of the Participant's immediate family or to trusts created for their
benefit and may thereafter be exercised pursuant to its terms by the person or
entity to whom assigned; provided, however, that such transfer does not result
in liability under Section 16 of the Exchange Act to the Participant or other
Participants and is consistent with registration of the Options and sale of
Common Stock on Form S-8 (or a successor form) or the Committee's waiver of
such condition.

     8.4     FORFEITURE.  Any unexpired and unexercised Options held by
a Participant shall be immediately forfeited if the Participant is prohibited
from serving on the Board by any court of competent jurisdiction or other
government authority, or if, in the discretion of the Board or Committee, a
Participant is no longer competent to serve on the Board due to the
Participant's violation of state or federal securities law or other rule of
the NYSE (or such other listing standards then applicable to the Company).

     8.5     RESALE LIMITATION.  Shares of Common Stock issued upon
exercise of Options under the Plan are subject to effective registration
statements filed with the Securities and Exchange Commission and are freely
transferable.  However, any sale of shares acquired through the exercise of
Options by a director must be made pursuant to an effective registration
statement under the Securities Act of 1933, as amended, or under an applicable
exemption from registration (such as SEC Rule 144).  Any such sale be reported
to the SEC in accordance with the applicable provisions of Section 16 of the
Exchange Act and rules promulgated thereunder.

                              ARTICLE IX

                       AWARD OF RESTRICTED STOCK

     9.1     AUTOMATIC AWARD.  On each annual Shareholders' meeting
beginning in calendar year 2004, each eligible director who is elected or
re-elected to the Board, and each eligible director who is continuing to serve
on the Board, shall be awarded 300 shares of Common Stock with the
transferability restrictions set forth in Article X ("Restricted Stock"),
and the award date for such Restricted Stock awarded shall be the day of the
annual Shareholders' meeting.

     9.2     WRITTEN AGREEMENT.  Each Restricted Stock award shall be
evidenced by an appropriate written agreement, the form of which shall be
consistent with the terms and conditions of the Plan and applicable law, which
shall be signed by an officer of the Company and the Participant.  A single
written agreement may cover the award of Restricted Stock in subsequent or
prior years.

     9.3     RIGHTS OF HOLDER OR RESTRICTED STOCK.  Except for the
restrictions on transfer and risk of forfeiture, the Participant shall have,
with respect to shares of Restricted Stock, all of the rights of a shareholder
of Common Stock, including, if applicable, the right to vote the shares and the
right to receive any cash or stock dividends.  Unless otherwise determined by
the Board or Committee and subject to the terms of the Plan, cash or stock
dividends on shares of Restricted Stock shall be payable to the Participant as
they are paid by the Company, even if the restrictions on the shares to which
such dividends relate have not yet lapsed.  Cash dividends, if deferred, shall
be paid with an appropriate rate of interest, as determined by the Board or
Committee.

                                   ARTICLE X

                     TRANSFERABILITY OF RESTRICTED STOCK
<PAGE> 4

    10.1     TRANSFERABILITY RESTRICTION.  Except as otherwise provided
for in this Article X, for a period of three (3) years from the date of award,
the Restricted Stock shall not be subject to sale, assignment, pledge or other
transfer of disposition by the Participant, except by reason of an exchange or
conversion of such shares because of merger, consolidation, reorganization or
other corporate action.  Any shares into which the Restricted Stock may be
converted or for which the Restricted Stock may be exchanged in a merger,
consolidation, reorganization or other corporate action shall be subject to the
same transferability restrictions as the Restricted Stock.

    10.2     RELEASE OF THE TRANSFERABILITY RESTRICTION.  One-third (1/3)
of the Restricted Stock awarded on a particular date shall become freely
transferable on each of the subsequent three (3) anniversaries of the date of
award:
     Example: If a Restricted Stock award of 90 shares is made on January 1,
              2004, 30 shares of that award become freely transferable on
              January 1, 2005, another 30 shares of that award become freely
              transferable on January 1, 2006 and the final 30 shares of that
              award become freely transferable on January 1, 2007.



    10.3     TRANSFERABILITY OF RESTRICTED STOCK UPON DEATH OR VOLUNTARY
RETIREMENT.  Subject to the forfeiture provisions set forth in Article XI, all
Restricted Stock held by a Participant shall become freely transferable upon the
death of the Participant or the Participant's voluntary retirement from the
Board.

    10.4     RESALE LIMITATION.  Restricted Stock awarded under the Plan
is subject to effective registration statements filed with the Securities and
Exchange Commission and is freely transferable, except as provided in this
Article X.  However, any sale of Restricted Stock by a director must be made
pursuant to an effective registration statement under the Securities Act of
1933, as amended, or under an applicable exemption from registration (such as
SEC Rule 144).  Any such sale be reported to the SEC in accordance with the
applicable provisions of Section 16 of the Exchange Act and rules promulgated
thereunder.

                                  ARTICLE XI

                          FORFEITURE OF RESTRICTED STOCK

    11.1     GENERAL.  Any Restricted Stock held by a Participant that
remains subject to the transfer restrictions set forth in Section 10.2 shall be
immediately forfeited if the Participant:

     (a)     is recommended by the Company to be re-elected to the Board
             and fails to be re-elected by the shareholders of the Company to
             the Board in that election; or

     (b)     is prohibited from serving on the Board by any court of competent
             jurisdiction or other government authority, or in the discretion of
             the Board or Committee is no longer competent to serve on the
             Board due to the Participant's violation of state or federal
             securities law or other rule of the NYSE (or such other listing
             standards then applicable to the Company).

                                     ARTICLE XII

                                 ADJUSTMENT PROVISIONS
    12.1     CHANGES IN CAPITALIZATION.  If the Company shall at any time
change the number of issued shares of Common Stock without new consideration to
the Company (by stock dividends, stock splits, split-up, spin-off, or similar
transactions), the total number of shares reserved for issuance under this Plan
and the number of shares subject to each outstanding Option shall be adjusted so
that the aggregate consideration payable to the Company, if any, and the value
of each such Option shall not be changed.

    12.2     REORGANIZATION, SALE,ETC.  Options granted hereunder may also
contain provisions for their continuation, acceleration, immediate vesting, or
for other equitable adjustments after changes in the Common Stock resulting from
reorganization, sale, merger, consolidation, dissolution, liquidation or similar
circumstances.

                                 ARTICLE XIII

                         AMENDMENT AND TERMINATION OF PLAN
    13.1     GENERAL.  The Board, without further approval of the Company's
<PAGE> 5
shareholders, may amend the Plan from time to time or terminate the Plan at any
time, provided that:

     (a)     no action authorized by this Article shall reduce the amount of
             any existing Option or Restricted Stock award or change the terms
             and conditions thereof without the Participant's consent; and

     (b)     no amendment of the Plan shall, without the approval of the
             Company's shareholders, (i) increase the total number of shares of
             Common Stock that may be issued under the Plan or increase the
             amount or type of Option that may be granted under the Plan or
             increase the amount of Restricted Stock that may be awarded under
             the Plan; (ii) change the minimum purchase price, if any, of shares
             of Common Stock that may be made subject to Options under the Plan;
             (iii) modify the requirements as to eligibility for an Option under
             the Plan; (iv) extend the term of the Plan; or (v) constitute a
             material revision of the Plan under the listing standards of the
             NYSE (or such other listing standards then applicable to the
             Company).

                                           ARTICLE XIV

                                          MISCELLANEOUS
    14.1     WITHHOLDING TAXES.  No later than the date as of which an
amount first becomes includible in the gross income of the Participant for
federal income tax purposes with respect to the award of Restricted Stock or
the exercise of any Option granted under the Plan, the Participant shall pay to
the Company, or make arrangements satisfactory to the Company or other entity
identified by the Board or Committee regarding the payment of any federal,
state, local or foreign taxes of any kind required by law to be withheld.
Such withholding obligations may be settled with Common Stock, including Common
Stock that is received upon the exercise of the Option that gives rise to the
withholding requirement. The obligations of the Company under the Plan shall be
conditional upon such payment or arrangements, and the Company shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment otherwise due to the Participant.

    14.2     TENURE.  A Participant's right, if any, to continue to serve
the Company as a director shall not be enlarged or otherwise affected by his
designation as a Participant under the Directors' Plan.

    14.3     CONTROLLING LAW.  The Plan, all Options granted, all
Restricted Stock awarded and actions taken hereunder shall be governed by and
construed in accordance with the laws of the State of Wisconsin (other than
its law respecting choice of law).  The Plan shall be construed to comply with
all applicable law and to avoid liability to the Company or a Subsidiary,
including, without limitation, liability under Section 16(b) of the Exchange
Act.

    14.4     HEADINGS.  The headings contained in the Plan are for
reference purposes only, and shall not affect the meaning or interpretation
of the Plan.

    14.5     SEVERABILITY.  If any provision of the Plan shall for any
reason be held to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision hereby, and this Plan
shall be construed as if such invalid or unenforceable provision were omitted.


    14.6     SUCCESSORS AND ASSIGNS.  This Plan shall inure to the benefit
of and be binding upon each successor and assign of the Company.  All
obligations imposed upon a Participant, and all rights granted to the Company
hereunder, shall be binding upon the Participant's heirs, legal
representatives and successors.

    14.7     ENTIRE AGREEMENT.  This Plan and any agreements governing the
grant of Options or Restricted Stock awards hereunder to any Participant
constitutes the entire agreement with respect to the subject matter hereof with
respect to such Participant, provided that in the event of any inconsistency
between the Plan and any such agreement(s), the terms and conditions of the Plan
shall control.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>rs8ex23.txt
<TEXT>
<PAGE> 1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 30, 2004 relating to the
financial statements and financial statement schedule of Twin Disc,
Incorporated, which appears in Twin Disc, Incorporated's Annual Report on
Form 10-K for the fiscal year ended June 30, 2004.



/s/ PricewaterhouseCoopers LLP
Milwaukee, WI
October 15, 2004


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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