Twin Disc, Inc.
TWIN DISC INC (Form: DEF 14A, Received: 09/17/1997 15:34:08)

TWIN DISC, INCORPORATED
1328 Racine Street, Racine, Wisconsin 53403

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 17, 1997

NOTICE IS HEREBY GIVEN TO THE
SHAREHOLDERS OF TWIN DISC, INCORPORATED

The Annual Meeting of Shareholders of Twin Disc, Incorporated, a Wisconsin corporation will be held at 2 P.M. (Central Daylight Time) on Friday, October 17, 1997 at its main offices, 1328 Racine Street, Racine, Wisconsin for the following purposes:

1. Election of three Directors to serve until the Annual Meeting in 2000.

2. Ratification of election of independent public auditors for the fiscal year to end June 30, 1998.

3. To transact such other business as may properly come before the meeting.

Only holders of record of shares of common stock of the Corporation at the close of business on August 29, 1997, shall be entitled to vote at said meeting.

If you wish to propose business to be brought before the meeting or nominate a person for election as director at the meeting, such proposal or nomination must be received by the Secretary by the deadline stated in the proxy statement. Any proposal or nomination not received before the deadline will not be considered.

A proxy appointment and proxy statement are enclosed herewith. The proxy appointment shows the form in which your shares are registered. Your signature should be in the same form.

FRED H. TIMM
Secretary

September 17, 1997

IF YOU ARE UNABLE TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND

RETURN
YOUR PROXY APPOINTMENT IN THE ENCLOSED ENVELOPE BEFORE THE DEADLINE STATED IN
THE PROXY STATEMENT. IF YOUR PROXY APPOINTMENT IS NOT RECEIVED BY THE
SECRETARY BEFORE THAT DEADLINE, IT WILL BE RULED INVALID. SHOULD YOU FIND IT
CONVENIENT TO ATTEND THE MEETING PERSONALLY, AND DESIRE TO VOTE IN PERSON, YOU
MAY REQUEST BEFORE ANY VOTE THAT YOUR PROXY APPOINTMENT BE RETURNED TO YOU IN
ORDER THAT YOU MAY VOTE IN PERSON.

YOUR VOTE IS IMPORTANT!
PLEASE SIGN, DATE AND RETURN
THE ENCLOSED PROXY APPOINTMENT
IMMEDIATELY.


Proxy Statement

This proxy statement is furnished in connection with the solicitation by the Board of Directors of the Corporation of proxies for use at the Annual Meeting of Shareholders to be held at 2 P.M. (Central Daylight Time), at 1328 Racine Street, Racine, Wisconsin on Friday, October 17, 1997, or any adjournment thereof. Holders of common stock of record at the close of business on the 29th day of August 1997, are entitled to vote at the meeting and each shareholder shall have one vote for each share of common stock registered in such shareholders name. Shares represented by a signed proxy appointment will be voted in the manner specified in the form of proxy or, if no specification is made, in favor of each of the propositions mentioned therein. The presence of a majority of the outstanding shares of common stock of the Corporation, either in person or represented by a signed proxy appointment, will constitute a quorum at the meeting. The Corporation intends to mail this statement to shareholders on or about September 17, 1997.

On August 29, 1997, there were outstanding 2,825,174 shares of common stock of the Corporation entitled to vote at the Annual Meeting. There also are 200,000 shares of no-par preferred stock authorized, of which 50,000 shares have been designated Series A Junior Preferred Stock, but none are outstanding.

The enclosed proxy appointment form must be delivered to the Secretary either in person, by mail, or by messenger. Appointment forms transmitted by facsimile, telex, telegram, or electronic means will not be accepted. Furthermore, appointment forms must be received by the Secretary not less than forty-eight (48) hours prior to the date of the meeting. PROXY APPOINTMENT FORMS NOT MEETING THE ABOVE REQUIREMENTS WILL BE RULED INVALID FOR ANY
PURPOSE.

The proxy appointment form must be signed in handwriting. The signature must be sufficiently legible to allow the inspector to distinguish it as representing the name of the registered shareholder, or must be accompanied by a rubber stamp facsimile or hand-printed name, including the shareholder s surname and either the shareholder s first or middle name as represented on the corporate records, and any titles, offices or words indicating agency which appear in the corporate records.

The enclosed proxy appointment may be revoked any time before it is voted by submission, either in person, by mail, or by messenger, of a later dated proxy appointment form to the Secretary at least forty-eight (48) hours prior to the date of the meeting. Any such later dated proxy appointment form which is not received by the Secretary by this deadline or by the correct method shall not be effective as a new proxy appointment nor as a revocation of a prior proxy appointment. In addition, a shareholder may revoke a proxy appointment form signed by him or her by openly stating the revocation at the meeting, by voting at the meeting in person, or by delivering a signed written statement revoking the proxy to the Secretary prior to the date of the meeting. Appointment forms or revocations transmitted by facsimile, telex, telegram, or electronic means shall not be accepted. ANY ATTEMPTED REVOCATIONS NOT MEETING THE ABOVE REQUIREMENTS WILL BE RULED INVALID FOR ANY PURPOSE.

The proxy solicited hereunder will be voted in favor of the Directors recommendations on each and all matters properly brought before the meeting, unless the undersigned shareholder specifically instructs the holder or holders of the proxy to the contrary. With regard to the election of directors, votes may be cast in favor or withheld; votes that are withheld will be excluded entirely from the vote and will have no effect. Abstentions may be specified on all proposals submitted to shareholders (other than the election of directors).
Abstentions and "broker non-votes" are counted for purposes of determining the presence or absence of a quorum for the transaction of business. Under the rules of the New York Stock Exchange, Inc., brokers who hold shares in street name for customers may have authority to vote on certain items when they have not received instructions from beneficial owners. A "broker non-vote" occurs on an item submitted for shareholder approval when the broker does not have authority to vote on the item in the absence of instructions from the beneficial owner. Such "broker non-votes" will have no effect on the outcome of the election of directors or the independent public auditors.


SHAREHOLDER PROPOSALS FOR 1997

In order for a proposal or nomination to be timely for the 1997 meeting, notice thereof must be delivered to or mailed and received at the principal executive offices of the Corporation no earlier than September 17, 1997, and no later than October 2, 1997. Any proposals or nominations not received during this period will not be considered at the meeting. If you wish to submit a proposal or nomination, please contact the Secretary for a copy of the relevant Bylaw, which details the necessary information which must be included in the proposal or nomination.

SHAREHOLDER PROPOSALS FOR 1998

The last day for the Corporation to receive proposals, for consideration for inclusion in the Notice of the Meeting and Proxy Statement for the 1998 Annual Meeting is May 14, 1998.

PRINCIPAL SHAREHOLDERS AND SHARE OWNERSHIP
OF DIRECTORS AND EXECUTIVE OFFICERS

PRINCIPAL SHAREHOLDERS
Based upon the records of the Corporation and filings with the Securities and Exchange Commission as of July 31, 1997 the following table sets forth the persons or group of persons having beneficial ownership (as defined by the Securities and Exchange Commission) of more than 5% of the issued and outstanding common stock of the Corporation.

                                          Nature of
                                          Beneficial      Amount   Percent of
      Name                Address         Ownership       Owned      Class
----------------- -------------------  --------------    --------  ----------
Michael E. Batten 3419 Michigan Blvd.  Power to vote     542,427<F1>   19.2%
                  Racine, WI           Beneficial        132,897<F2>   4.7%

Dimensional Fund  1299 Ocean Ave.      Power to vote &   234,500       8.3%
  Advisors        Santa Monica, CA     dispose of stock

Fidelity          82 Devonshire St.    Power to vote &   215,000       7.6%
  Management and  Boston, MA           dispose of stock
  Research
  Corporation

Kennedy Capital   425 N. New Ballas Rd.Power to vote &   167,800       5.9%
 Management, Inc. St. Louis, MO         dispose of stock

Wachovia          100 North Main St.    Power to vote &  152,000       5.4%
 Corporation      Winston-Salem, NC     dispose of stock

<F1>
(1) Held as trustee under various trusts.
<F2>
(2) Includes 2,600 shares owned by the wife of Michael E. Batten and 52,000
subject to currently exercisable stock options.


SECURITIES OWNED BY MANAGEMENT
The following table sets forth, as of August 29, 1997, the number of shares of common stock of the Corporation beneficially owned by each of the Directors of the Corporation, each of the executive officers named in the Summary Compensation Table and the number of shares beneficially owned by all Directors and executive officers of the Corporation as a group.

                                 Amount and Nature
     Name of                       of Beneficial                 Percent of
 Beneficial Owner                  Ownership <F4>                   Class
------------------               -----------------               ----------
Michael E. Batten                 675,324 <F5>                      23.9%
Stuart W. Tisdale                   9,000 <F6>                        *<F3>
James O. Parrish                   27,936 <F6>                       1.0%
Paul J. Powers                      2,500 <F6>                        *
Michael H. Joyce                   37,750 <F6>                       1.3%
Jerome K. Green                     5,100 <F6>                        *
Richard T. Savage                   4,100 <F6>                        *
David L. Swift                        600 <F6>                        *
David R. Zimmer                     1,478 <F6>                        *
Philippe Pecriaux                  23,502 <F6>                        *
James McIndoe                      20,703 <F6>                        *

All Directors and
Executive Officers
as a group (15 persons)           845,905 <F6>                      29.9%

<F3>
* Denotes ownership of less than one percent of shares outstanding.
<F4>
(1)Shares listed include any shares owned by a spouse, minor children and
immediate relatives who share the same household as a Director or officer.
Inclusion of any such shares is not to be considered an admission of
beneficial ownership.
<F5>
(2)Includes 2,600 shares held by Mr. Batten s wife, 495,849 shares held by him
as trustee under various family trusts, 124,872 shares held as limited
guardian for a cousin, and 52,000 shares subject to presently exercisable
stock options.
<F6>
(3)Shares subject to currently exercisable stock options included in the above
are as follows: Mr. Tisdale 8,000, Mr. Parrish 22,300, Mr. Powers 2,200, Mr.
Joyce 30,500, Mr. Green 4,900, Mr. Savage 1,400, Mr. Swift, 400, Mr. Zimmer
400, Mr. Pecriaux 22,500, Mr. McIndoe 18,600, and all Directors and executive
officers as a group 191,750.


ELECTION OF DIRECTORS

Three directors are to be elected for a term to expire at the annual meeting following the fiscal year ended June 30, 2000. Shares of common stock represented by properly executed proxy appointments in the accompanying form will be voted for the nominees listed for the term indicated unless authority to do so is withheld.

The nominees for the Board of Directors and the Directors whose terms will continue and the class to which he has been or is to be elected are as set forth below. Each nominee and each Director was elected to his present term of office by a vote of shareholders at a meeting for which proxies were solicited, except for George E. Wardeberg.

                                                                Served  as
                              Principal Occupation                Director
 Name of Director               and other Public                Continuously
and Date of Birth             Company Directorships                Since
------------------    -------------------------------------     ------------
DIRECTORS WHOSE TERMS EXPIRE IN 2000:

Michael H. Joyce......President and Chief Operating Officer,     October 1991
  November 7, 1940    Twin Disc, Incorporated
                      Formerly, President
                      Mobile Fluid Products, Division of
                      Dana Corporation
                      (Diversified manufacturer)
                      Greenville, South Carolina

Richard T. Savage.....President and Chief Executive Officer,      April 1993
  October 5, 1938     Modine Manufacturing Company,
                      Racine, Wisconsin
                      (A leading manufacturer
                      of heat exchange equipment)
                      Also Director,
                      Marshall & Ilsley Corporation

George E. Wardeberg...President and Chief Executive Officer       July 1997
  August 27, 1935     WICOR, Inc.,
                      Milwaukee, Wisconsin
                      (Parent company of Wisconsin Gas Company
                      and Sta-Rite Industries, Inc.)
                      Also Director,
                      Marshall & Ilsley Corporation


NOMINEES WHOSE TERMS EXPIRE IN 1999:

Michael E. Batten.....Chairman and Chief Executive Officer,      May 1974
  April 14, 1940      Twin Disc, Incorporated
                      Also Director,
                      Briggs & Stratton Corporation,
                      Firstar Corporation,
                      Simpson Industries, and
                      Universal Foods Corporation

David L. Swift........Former Chairman, President and             July 1995
  September 20, 1936  Chief Executive Officer,
                      Acme-Cleveland Corporation,
                      Pepper Pike, Ohio
                      (Manufacturer of diversified
                      industrial products.)
                      Also Director,
                      Alltrista Corporation and
                      Cuno Incorporated

David R. Zimmer.......Executive Vice President-Operations         July 1995
  August 21, 1946     United Dominion Industries
                      Charlotte, North Carolina
                      (Manufacturer of proprietary engineered
                      products.)
                      Formerly President and Chief Executive Officer,
                      Core Industries, Inc.,
                      Bloomfield Hills, Michigan

DIRECTORS WHOSE TERMS EXPIRE IN 1998:

Stuart W. Tisdale.....Retired, former Chairman and                   October
1980
  August 15, 1928     Chief Executive Officer,
                      WICOR, Inc.
                      (parent company of
                      Wisconsin Gas Company, and
                      Sta-Rite Industries, Inc.)
                      Milwaukee, Wisconsin
                      Also Director,
                      Marshall & Ilsley Corporation,
                      and Modine Manufacturing Company

James O. Parrish......Vice President-Finance                     December 1982
  September 12, 1940  & Treasurer
                      Twin Disc, Incorporated

Paul J. Powers........Chairman, President and                      July 1992
  February 5, 1935    Chief Executive Officer,
                      Commercial Intertech, Corp.,
                      Youngstown, Ohio
                      (A leading manufacturer of hydraulic
                      components, pre-engineered buildings
                      and stamped metal products.)
                      Also Chairman and CEO,
                      Cuno Incorporated,
                      Meriden, Connecticut
                      (A manufacturer of fluid purification products.)
                      Director of Global Marine Incorporated, and
                      Ohio Edison Company

DIRECTOR COMMITTEES AND ATTENDANCE

BOARD OF DIRECTORS MEETINGS AND ATTENDANCE
The Corporation s Board of Directors met six times during the year ended June 30, 1997. There was one absence from these meetings.

DIRECTORS COMMITTEES MEETINGS AND ATTENDANCE
The Executive Selection and Salary and Audit Committees met one and three times respectively, during the year. The Board Affairs and Nominating Committee met once during fiscal 1997. The Pension and Finance Committees met three and two times respectively during the year. Each Director attended at least 75% of the meetings requiring his attendance.

DIRECTOR COMMITTEE FUNCTIONS
Audit Committee
The Audit Committee reviews with the Corporation s Internal Auditor and Independent Public Accountants their activities, reports and comments, and recommends to the Board any action which it deems appropriate. The Committee recommends to the Board the selection of auditors to stand for election at the Annual Shareholders Meeting.

Finance Committee
The Finance Committee considers management s proposed financial policies and actions, and makes appropriate recommendations to the Board regarding:
Debt and capital structure, acquisitions, capital budgets, dividend policy and other financial matters.


Director Nominating and Board Affairs Committee The Director Nominating and Board Affairs Committee recommends nominees for the Board to the Board of Directors. The Committee will consider nominees recommended by shareholders in writing to the Secretary. In addition, The Committee reviews proposed changes in corporate structure and governance, committee structure and function, and meeting schedules making recommendations to the Board as appropriate.

Executive Selection and Salary Committee The Executive Selection and Salary Committee reviews nominees for Corporate offices and related compensation levels, making recommendations to the Board of Directors as considered necessary.

Pension Committee
The Pension Committee reviews and recommends to the Board for approval the pension funds professional advisors and auditors. The Committee annually reviews actuarial assumptions, funding policies and investment policies.

Committee Membership
The Directors committees are currently comprised of the following Directors; the Chairman of the Committee is listed first:

                                                               Nominating
                                           Executive              and
Audit        Finance        Pension        Selection         Board Affairs
----------   ------------   ------------   ---------------   ----------------
Powers       Zimmer         Savage         Green             Tisdale
Tisdale      Green          Joyce          Powers            Green
Swift        Swift          Parrish        Savage            Savage
Zimmer                      Powers         Tisdale
Green                       Swift
                            Zimmer

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the compensation received by the Corporation s Chief Executive Officer and the four most highly paid executive officers for the three fiscal years ended June 30, 1995, 1996 and 1997, respectively.

                          SUMMARY COMPENSATION TABLE


                                Annual            Long-Term
Name and                     Compensation        Compensation
Principal                                            Stock       All Other
Position            Year      Salary    Bonus<FN7>  Options  Compensation<FN8>
---------           ----     --------  ----------  --------- ----------------
Michael E. Batten   1997     $313,000  $125,700      8,000       $ 13,072
  Chairman and      1996      305,000    53,699      9,000         16,424
  Chief Executive   1995      295,000   111,326      9,000          4,166
  Officer

Michael H. Joyce    1997      234,000    94,000      3,500          5,525
  President and     1996      228,176    40,142      4,500          6,939
  Chief Operating   1995      220,000    83,022      4,500          2,579
  Officer

Philippe Pecriaux   1997      165,000    52,800      3,000              -
  Vice President    1996      168,100    48,828      2,500              -
  Europe            1995      135,000    51,371      2,500              -

James O. Parrish    1997      154,500    46,500      2,000          5,364
  Vice President    1996      150,113    19,806      2,500          5,945
  Finance &         1995      144,600    41,017      2,500          4,341
  Treasurer

James McIndoe       1997      129,000    22,600      2,500          3,503
 Vice President     1996      124,092    16,705      2,000          2,973
  International     1995      120,000    23,189      2,000          2,913
  Marketing
<FN7>

Represents annual incentive bonuses determined by the Board of Directors. See
"Board Executive Selection and Salary Committee Report on Executive
Compensation-Annual Incentives". Bonuses are paid in the fiscal year following
the fiscal year in which earned.
<FN8>
Amounts are comprised of Corporation s 401(k) matching contributions and
Corporation paid insurance.

STOCK OPTIONS

The following table summarizes option grants during fiscal 1997 to the executive officers named in the Summary Compensation Table above, and the potential realizable values at assumed annual rates of stock price appreciation for the ten year option term.

                      OPTION GRANTS IN LAST FISCAL YEAR

                                                    Potential Realizable Value
                                                      at Assumed Annual Rates
                                                   of Stock Price Appreciation
                       Individual Grants                   or Option Term
             ----------------------------------  -----------------------------
                        % of Total
                         Options
               Options  Granted to  Exercise  Expiration
    Name       Granted  Employees<F9> Price<F10> Date         5%         10%
-------------  -------  ---------   --------  ----------   --------   --------
M. Batten      4,000     10.2%       $24.063   8/12/01     $ 60,531   $153,398
M. Batten      5,000     12.7%       $21.875   8/12/06     $ 68,785   $174,316
M. Joyce       3,500      8.9%       $21.875   8/12/06     $ 48,150   $122,021
J. Parrish     2,000      5.1%       $21.875   8/12/06     $ 27,514   $ 69,726
P. Pecriaux    3,000      7.6%       $21.875   8/12/06     $ 41,271   $104,589
J. McIndoe     2,500      6.4%       $21.875   8/12/06     $ 34,393   $ 87,158
<FN9>
During the fiscal year ended June 30, 1997, a total 39,350 options were
granted to officers, key employees and directors, with 24,250 granted under
the 1988 Incentive Stock Option Plan and 15,100 options granted under the 1988
Non-Qualified Stock Option Plan. Options granted to Mr. Batten during the
fiscal year ended June 30, 1997 were 5,000 non-qualified stock options and
4,000 incentive stock options. Percentages reflected are based upon the total
amount of options granted under both plans. All options are exercisable upon
grant.
<FN10>
The exercise price is the fair market value on the date of grant, except for
incentive stock options granted to Mr. Batten which are exercisable at 110% of
the fair market value at date of grant.

AGGREGATED OPTION EXERCISES IN
LAST FISCAL YEAR AND YEAR-END OPTION VALUES

The following table provides information on option exercises in fiscal 1997 by the named executive officers and the value of such officers unexercised options at June 30, 1997.

                                 Total Number             Total Value
                                of Unexercised          of Unexercised,
                                 Options Held         In-the-Money Options
             Shares    Value   at Fiscal Year End    Held at Fiscal Year End
           Acquired on Real-   Exer-      Unexer-    Exer-        Unexer-
Name        Exercise   ized    cisable    cisable    cisable      cisable
---------  ----------- -----  ---------  ---------  -----------  -----------
M. Batten      0        N/A     52,000       0       $274,897        $ 0
M. Joyce       0        N/A     38,500       0       $383,688        $ 0
J. Parrish     0        N/A     23,000       0       $159,813        $ 0
P. Pecriaux    0        N/A     22,500       0       $143,938        $ 0
J. McIndoe     0        N/A     19,200       0       $142,188        $ 0


COMPENSATION PURSUANT TO PLANS

RETIREMENT INCOME PLAN
The Twin Disc Employees Retirement Income Plan for salaried employees provides non-contributory benefits based upon both years of service and employee s highest consecutive 5-year average annual compensation during the last 10 calendar years of service excluding any annual incentive awards paid. The Plan is integrated with Social Security. The following table presents the non-contributory benefits payable for life under the Plan to employees assuming normal retirement in the current year.

AVERAGE HIGH                NON-CONTRIBUTORY PENSION BASED ON
5-YEAR ANNUAL                    YEARS OF CREDIT SERVICE
COMPENSATION  10 YEARS    20 YEARS    25 YEARS    30 YEARS    40 YEARS

$ 50,000      $ 9,683     $19,366     $ 24,208    $ 25,149    $ 27,391
  75,000       14,883      29,766       37,208      38,799      42,341
 100,000       20,083      40,166       50,208      52,449      57,291
 150,000       30,483      60,966       76,208      79,749      87,191

The values reflected in the table represent the application of the Plan formula to the appropriate amounts of compensation and years of service. Benefits payable under the Plan, however, must be in compliance with the applicable guidelines or maximum prescribed in the Employees Retirement Income Security Act of 1974 (ERISA), as currently stated or as adjusted from time to time. Assuming continued employment to normal retirement age (age 65) the estimated credited years of service for each of the Corporation s executive officers named in the Summary Compensation Table is as follows: Mr. Batten 35 years; Mr. Joyce 16 years; Mr. Parrish 33 years; and Mr. McIndoe 25 years. Mr. Pecriaux is not eligible for benefits under the Twin Disc Retirement Income Plan.

The Corporation has adopted an unfunded supplemental plan which will provide those benefits which are otherwise produced by application of the Plan formula, but which, under ERISA, are not permitted to be funded or paid through a qualified plan and its related trust. Such an arrangement is specifically provided for under the law.

SUPPLEMENTAL RETIREMENT BENEFIT PLAN
A supplemental retirement benefit is extended to qualified Management Group participants. The supplemental retirement benefits extend over a period of 10 years after normal retirement or in the event of disability at an amount equal to sixty percent of the highest rate of pay attained during a specified period of time, plus keyman group life insurance premiums or their equivalent supplemental benefit payable to those electing early retirement. In the event of death of a member of the Management Group, whether active or retired, an amount equal to 2 years supplemental retirement benefits is payable to the widow or other designated beneficiaries over a 4 to 10 year period.

COMPENSATION OF DIRECTORS
Directors of the Corporation were paid a retainer fee of $8,000 for the year. In addition, Directors received a $1,300 fee for each board meeting attended and $1,100 for each committee meeting attended. Directors who are officers do not receive any fees in addition to their remuneration as officers.
Outside Directors (non-Twin Disc employees) are eligible to participate in the 1988 Non-Qualified Stock Option Plan for Officers, Key Employees and Directors.
Outside Directors (non-Twin Disc employees) who reach the age of 68 or who retire from full-time employment are required to retire from the Board of Directors effective as of the completion of their current term. Retired outside directors are entitled to a retirement benefit for a limited period equal to the sum of:
a) The annual retainer at the time of retirement.
b) Six monthly fees for Director Meetings at the rate prevailing at the time of retirement.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
The Corporation has entered into Severance Agreements with certain of its key executives, including Messrs. Batten, Joyce, Parrish, Pecriaux and McIndoe.
The Agreement provides for severance benefits to be paid to any such executive following a change in control of the Corporation (as defined) and a termination (as defined) of the employment of such executive. Upon the occurrence of the events, as specified in the Severance Agreements, which would entitle such executive to the payment of severance benefits, the maximum contingent liability of the Corporation for the payment of such severance benefits would be


approximately $2,971,000. Severance benefits for an executive officer would generally consist of the sum of the executive s highest annual base salary between the change in control and the date of termination plus the executive s most recent annual bonus times the lesser of 2.75 or the number of whole and fractional years between the termination date and his normal retirement date. In addition, the executive would be entitled to the cash value of any shares of common stock subject to unexercised stock options held by the executive. The Severance Agreements are specifically designed to assure that benefits will not exceed the limitations and provisions of Sec. 280G, of the Internal Revenue Code.

Board Executive Selection and Salary Committee Report on Executive Compensation

Compensation Philosophy
The Corporation's primary business objective is to maximize shareholder value over the long term. To accomplish this objective, the Corporation has developed a comprehensive business strategy that emphasizes maximizing long-term cash flow and earnings, maintaining leadership or becoming the leader in its markets, and providing products of the highest quality.

The Executive Selection and Salary Committee of the Board of Directors (the "Committee") is comprised of four independent directors, none of whom has interlocking or other relationships which might be considered conflicts of interest. The Committee establishes compensation programs which are designed to foster the Corporation's business objectives. The Committee approves the design of, assesses the effectiveness of, and administers executive compensation programs in support of compensation policies. The Committee also reviews and approves all salary arrangements and other remuneration for executives, evaluates executive performance, and considers related matters.

The Committee members believe that the compensation program should target compensation levels at rates that are reflective of current market practices. Offering market-comparable pay opportunities allows the Corporation to maintain a stable, successful management team.

Competitive market data is provided by an independent compensation consultant. The data provided compares the Corporation's compensation practices to a group of comparator companies. The Corporation's market for compensation comparison purposes is comprised of a group of companies that have national and international business operations and similar sales volumes, market capitalizations, employment levels, and lines of business. In establishing a comparator group for compensation purposes, the Committee exercises its judgment and makes its decision after considering the factors it deems relevant.

The companies chosen for the comparator group used for compensation purposes are not necessarily the same companies which comprise the peer group index in the Performance Graph included in this proxy statement. The Committee believes that the Corporation's most direct competitors for executive talent include many companies in geographical areas in which the Corporation operates as well as many of the companies that are included in the peer group established for comparing shareholders returns.

The key elements of the Corporation's executive compensation are base salary, annual incentives, long-term compensation, and benefits. These key elements are addressed separately below. In determining compensation, the Committee considers all elements of an executive's total compensation package, including severance plans, insurance, and other benefits, with the objective of being competitive but not trend setting.

Base Salaries
The Committee regularly reviews each executive's base salary. Base salaries are targeted at market levels, based upon the Committee's analysis of marketplace practices. Base salaries for executives are initially determined by evaluating executives' levels of responsibility, prior experience, breadth of knowledge, internal equity issues, and external pay practices.

Base salaries offer stability to executives and allow the Corporation to attract competent executive talent and maintain an effective management team. They also allow executives to be rewarded for individual performance based on the Corporation's evaluation process which encourages the development of executives. Pay for individual performance rewards executives for achieving goals which may not be immediately evident in common financial measurement.


Increases to base salaries are driven primarily by individual performance. Individual performance is evaluated based on sustained levels of individual contribution to the Corporation. When evaluating individual performance, the Committee considers the executive's effort in promoting Corporate values; improving product quality; developing relationships with customers, suppliers, and employees; demonstrating leadership abilities among coworkers; and other goals. Overall, executive salaries were increased at rates comparable to the increases provided at other companies and are near market levels.

As reflected in the Summary Compensation Table on page 8, Mr. Batten's base salary was increased in 1997 by $8,000. In determining Mr. Batten's base salary in 1997, the Committee considered the Company's financial performance for the year, Mr. Batten's individual performance, and his long-term contributions to thesuccess of the Corporation. The Committee also compared Mr. Batten's base salary to the base salaries of CEOs at comparator companies.

Annual Incentives
The Twin Disc Incentive Bonus Program (the "Annual Plan") promotes the Corporation's pay-for-performance philosophy by providing executives with directfinancial incentives in the form of annual cash bonuses to achieve corporate, business unit, and individual performance goals. Annual bonus opportunities allowthe Corporation to communicate specific goals that are of primary importance during the coming year and motivate executives to achieve these goals.

Eligibility to participate in the Annual Plan, as well as the individual payout percentages assigned to each eligible executive's position, are determined annually by Mr. Batten, as chief executive officer, subject to the approval of the Committee.

Each year, the Committee approves specific goals relating to each executive's bonus opportunity. Eligible executives are assigned threshold and target bonus levels based on a percentage of base salary. Executives earn bonuses to the extent to which preestablished goals are achieved.

In 1997 bonus awards were granted as earnings targets were attained indicating that prior long term decisions are providing favorable results. Corporate goals in 1997 were based on target earnings and return on net assets employed.

Target bonus awards are established at levels approximating marketplace practices for each executive. Targets are considered by the Committee to be achievable, but to require above average performance from each of the executives.

In 1997, Mr. Batten received a bonus under the Annual Plan of $125,700. This reflects achievements towards he Corporation's goals relating to earnings and return on net assets employed in 1997.

Long-Term Incentives
Long-term incentives are provided pursuant to the Corporation's 1988 Non- Qualified Stock Option Plan for Officers, key employees and Directors, and the 1988 Incentive Stock Option Plan.

In keeping with the Corporation's commitment to provide a total compensation package which includes at-risk components of pay, the Committee makes annual decisions regarding appropriate stock option grants for each executive. When awarding stock options, the Committee considers executives' levels of responsibility, prior experience, historical award data, various performance criteria, and compensation practices at comparator companies. Consistent with the above stated goals, Mr. Batten received options to purchase 9,000 shares in 1997.

Stock options are granted at an option price not less than the fair market value of the Corporation's common stock on the date of grant. Accordingly, stock options have value only if the stock price appreciates from the date the options are granted. This design focuses executives on the creation of shareholder value over the long term and encourages equity ownership in the Corporation.

Executive Selection and Salary Committee Jerome K. Green, Chairman Stuart W. Tisdale Paul J. Powers Richard T. Savage July 25, 1997


CORPORATE PERFORMANCE GRAPH

The following table compares total shareholder return over the last five
(5) fiscal years to the Standard & Poor s Diversified Machinery Index and the Russell 2000 index. The S&P Diversified Machinery Index consists of a broad range of manufacturers (including the Corporation). The Russell 2000 Index consists of a broad range of 2,000 Companies (including the Corporation). The Corporation believes, because of the similarity of its business with those companies contained in the S&P Diversified Machinery Index, that comparison of shareholder return with this index is appropriate. Total return values for the Corporations common stock, the S&P Diversified Machinery Index and the Russell 2000 Index were calculated based upon an assumption of a $100 investment on June 30,1988, and based upon cumulative total return values assuming reinvestment of dividends on a quarterly basis.

                Comparison of Five-Year Cumulative Total Return
          Twin Disc, Inc.; S&P Diversified Machinery; and Russell 2000

              06/30/92  06/30/93  06/30/94  06/30/95  06/30/96  06/30/97
               --------  --------  --------  --------  --------  --------
Twin Disc       100.00     97.63    114.78    148.11    142.65    180.85
S&P Div. Mach.  100.00    134.23    145.89    184.60    211.85    305.71
Russell 2000    100.00    125.96    131.50    157.90    195.68    227.64

COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires executive officers and directors, and persons who beneficially own more than ten percent (10%) of the Corporation s common stock, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Executive officers, directors and greater than ten percent (10%) beneficial owners are required by the SEC regulations to furnish the Corporation with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the Corporation and representations from executive officers and directors, the Corporation believes that during the period from July 1, 1996 to June 30, 1997, all Section 16(a) filing requirements applicable to its executive officers, directors and greater than ten (10%) beneficial owners were complied with.


INDEPENDENT PUBLIC AUDITORS

The Directors of the Corporation recommend that you vote in favor of the appointment of Coopers & Lybrand as independent public accountants for the Corporation for the fiscal year to end June 30, 1998. The firm has audited the Corporation s books annually since 1928. Representatives of Coopers & Lybrand are expected to be present at the meeting and, while no formal statement will be made by them, they will be available to respond to appropriate questions. If the shareholders should not approve such appointment, the Directors would reconsider the appointment.

GENERAL

The Corporation will bear the cost of the solicitation of proxies. The firm of Georgeson & Co., Inc., New York, NY has been retained to assist in solicitation of proxies for the Annual Meeting at a fee not to exceed $6,500 plus expenses.

Management does not know of any other business to come before the meeting. However, if any other matters properly come before the meeting, it is the intention of the persons named in the accompanying form of proxy to vote upon such matters in their discretion in accordance with the authorization of the proxy.

If you do not contemplate attending in person, we respectfully request that you fill in, sign and return the accompanying proxy at your early convenience. However, remember that in order to have your proxy validated, it must be delivered to the Secretary either in person, by mail, or by messenger, and it must be received by the Secretary not less than forty-eight (48) hours prior to the date of the meeting.