SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                         SCHEDULE 13G
               Under the Securities Exchange Act of 1934
                         (Amendment No. 1)

                         Twin Disc Incorporated
                         (Name of Issuer)

                    Common Stock, $0.10 Par Value
                    (Title of Class of Securities)

                         901476101
                         (CUSIP Number)

Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).

               (Continued on the following page(s))

                    Page 1 of 8 Pages





<PAGE>
CUSIP No. 901476101      13G            Page 2 of 8 Pages

1  NAME OF REPORTING PERSON
   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Heine Securities Corporation

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     Not Applicable      (a) __
                         (b) __
3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF INCORPORATION

     Delaware

NUMBER OF      5    SOLE VOTING POWER
SHARES              0 (See Introductory Note)
BENEFICIALLY   6    SHARED VOTING POWER
OWNED BY            None (See Introductory Note)
EACH           7    SOLE DISPOSITIVE POWER
REPORTING           0 (See Introductory Note)
PERSON         8    SHARED DISPOSITIVE POWER
WITH                None (See Introductory Note)

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
   PERSON           0


10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
   CERTAIN SHARES* /__/

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

               0.0%

12 TYPE OF REPORTING PERSON*

               IA

               *SEE INSTRUCTION BEFORE FILLING OUT!



<PAGE>
CUSIP No. 901476101      13G            Page  3 of 8 Pages

1  NAME OF REPORTING PERSON
   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Michael F. Price

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     Not Applicable      (a) __
                         (b) __
3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF INCORPORATION

     United States

NUMBER OF      5    SOLE VOTING POWER
SHARES              None (See Introductory Note)
BENEFICIALLY   6    SHARED VOTING POWER
OWNED BY            0 (See Introductory Note)
EACH           7    SOLE DISPOSITIVE POWER
REPORTING           None (See Introductory Note)
PERSON         8    SHARED DISPOSITIVE POWER
WITH                0 (See Introductory Note)

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
   PERSON

                    0 (See Introductory Note)

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
   CERTAIN SHARES*  /  /

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          0.0%

12 TYPE OF REPORTING PERSON*

          IN


               *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>
Introductory Note

This statement on Schedule 13G is being filed by Heine
Securities Corporation ("HSC"), an investment adviser
registered under the Investment Advisers Act of 1940. One or
more of HSC's advisory clients was the legal owner of the
securities covered by this statement. Pursuant to investment
advisory agreements with its advisory clients, HSC had sole
investment discretion and voting authority with respect to
such securities.

This statement on Schedule 13G is also being filed by
Michael F. Price. Mr. Price is President of HSC, in which
capacity he exercised voting control and dispositive power
over the securities reported herein by HSC. Mr. Price,
therefore, may be deemed to have had indirect beneficial
ownership over such securities. Neither Mr. Price nor HSC
had any interest in dividends or proceeds from the sale of
such securities, owned any such securities for his or its
own account, and disclaims beneficial ownership of all
the securities reported herein by HSC.

























<PAGE>
Item 1 (a). Name of Issuer:

Twin Disc Incorporated

Item 1 (b). Address of Issuer's Principal Executive Offices:

1328 Racine Street
Racine, WI 53403

Item 2 (a). Name of Persons Filing:

Heine Securities Corporation and Michael F. Price

Item 2 (b). Address of Principal Business Office:

51 J.F.K. Parkway
Short Hills, New Jersey 07078

Item 2 (c). Citizenship:

Heine Securities Corporation is a Delaware corporation.
Michael F. Price is a United States citizen.

Item 2 (d). Title of Class of Securities:

Common Stock, $0.10 Par Value

Item 2 (e). Cusip Number:  901476101

Item 3. The persons filing this Schedule 13G are:

An investment adviser registered under Section 203 of the
Investment Advisers Act of 1940; Mr. Price is President of
Heine Securities Corporation.

Item 4. Ownership.

(a) Amount Beneficially Owned:  0

(b) Percent of Class:  0.0%

(c) Number of shares as to which Heine Securities
Corporation and Michael F. Price have:

(i) sole power to vote or direct the vote: 0

(ii) shared power to vote or direct the vote: 0

(iii) sole power to dispose or to direct the disposition of:
0

(iv) shared power to dispose or to direct the disposition
of: 0

Item 5. Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as
of the date hereof the reporting
person has ceased to be the beneficial owner of more than
five percent of the class of
securities, check the following    [X]

Item 6. Ownership of More Than Five Percent on Behalf of
Another Person:

     Not Applicable

Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company:    Not Applicable

Item 8. Identification and Classification of Members of the
Group:

     Not Applicable

Item 9. Notice of Dissolution of Group: Not Applicable

Item 10. Certification.

By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.

Signatures.

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.

HEINE SECURITIES CORPORATION


By: /s/ Michael F. Price
     Michael F. Price
     President

MICHAEL F. PRICE


/s/ Michael F. Price


Dated:  February 8, 1995

<PAGE>
               JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby
agree to the joint filing with each other of the attached
statement on Schedule 13G and to all amendments to such
statement and that such statement and all amendments to such
statement is made on behalf of each of them.

IN WITNESS WHEREOF, the undersigned hereby execute this
agreement on February 8, 1995.


HEINE SECURITIES CORPORATION


By: /s/ Michael F. Price
     Michael F. Price,
     President


MICHAEL F. PRICE


/s/ Michael F. Price