UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Twin Disc, Incorporated

(Name of Issuer)

Common Stock, No Par Value

(Title of Class of Securities)

901476101

(CUSIP Number)

Ephraim Fields, Managing Member
Clarus Capital Group Management LP
237 Park Ave., Suite 900
New York, NY 10017
(212)-808-7330

(Name, address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 10, 2007

(Date of Event which Requires Filing of this Statement)

     If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

     *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 disclosures provided in a prior cover page.

     The information required on the remained 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).

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CUSIP No.		901476101		Page		3		of		8

(1) The general partner to Clarus Capital Group Management LP is Clarus Capital Management, LLC. Ephraim Fields is the managing member of Clarus Capital Management, LLC and as such controls Clarus Capital Group Management LP. As such, Mr. Fields may be deemed to have beneficial ownership of the 298,106 shares of Common Stock held by the clients of Clarus Capital Group Management LP.

ITEM 1. SECURITY AND ISSUER

     This statement on Schedule 13D (“Statement”) relates to the common stock, no par value (“Common Stock”), of Twin Disc Incorporated, a Wisconsin corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1328 Racine Street, Racine, Wisconsin 53403.

ITEM 2. IDENTITY AND BACKGROUND

     (a) - (c) AND (f). This Statement is filed by Clarus Capital Group Management LP, a Delaware limited partnership (“Clarus”) and Ephraim Fields (together, the “Reporting Persons”).

     Clarus is a private investment management firm which invests in publicly traded U.S. equity securities. The general partner to Clarus Capital Group Management LP is Clarus Capital Management, LLC. Ephraim Fields is the managing member of Clarus Capital Management, LLC and as such controls Clarus Capital Group Management LP. Mr. Fields is engaged principally in the business of serving as the sole managing member of Clarus and an affiliate, Clarus Capital Advisors, LLC. Mr. Fields is a citizen of the United States of America.

     The principal business address of each of the Reporting Persons is 237 Park Ave., Suite 900, New York, NY 10017.

     (d) - (e). None of the Reporting Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     The aggregate purchase price of the 298,106 shares of Common Stock owned by the Reporting Persons is approximately $7,349,000 including brokerage commissions. The shares of Common Stock owned by the Reporting Persons were acquired with the working capital of Clarus.

ITEM 4. PURPOSE OF TRANSACTION

     The Reporting Persons purchased the shares of Common Stock based on the Reporting Persons’ belief that the shares of Common Stock are undervalued and represented an attractive investment opportunity. Clarus reserves the right, consistent with applicable law, to acquire or dispose of additional securities of the Issuer (whether through open market purchases, block trades, private acquisitions, tender or exchange offers or otherwise). Clarus intends to review its investment in the Issuer on a continuing basis and may engage in discussions with management or the Board of Directors of the Issuer concerning the business, operations and future plans of the Issuer. Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions, Clarus may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning the capitalization and operations of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, or changing its intention partially or entirely with respect to any and all matters referred to in Item 4.

     On June 12, 2007, Clarus sent a letter to the Board of Directors of the Issuer which set forth Clarus’ belief that the Issuer’s Common Stock is undervalued and suggested ways of enhancing shareholder value. On September 10, 2007, Clarus wrote another letter to the Board of Directors and requested that the Board of Directors immediately retain a prominent investment bank to explore various alternatives for enhancing shareholder value, including a more aggressive stock buyback (which would be highly accretive) and the outright sale of all or part of the Company (the “Board Letters”). The Reporting Persons hope that the Board Letters will start an ongoing dialogue with the Issuer. Depending on the outcome of these discussions, the Reporting Persons may modify their intent. The summary set forth herein of the Board Letters do not purport to be a complete description thereof and is qualified in its entirety by reference to the full documents as filed as Exhibits to this Statement.

Although the foregoing represents the range of activities presently contemplated by the Reporting Persons with respect to the Issuer, it should be noted that the possible activities of the Reporting Persons are subject to change at any time. Except as set forth above, none of the Reporting Persons has any present plans or proposals which relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

     The percentages set forth in this Item 5 are based on the Form 10-Q filed by the Issuer on May 9, 2007, which stated that as of April 30, 2007, there were 5,849,088 shares of Common Stock outstanding.

     (a) As of the close of business on September 10, 2007, the Reporting Persons directly own 298,106 shares of Common Stock representing approximately 5.1% of the outstanding Common Stock. As of September 10, 2007, the date requiring the filing of this Schedule 13D, the Reporting Persons directly owned 298,106 shares of Common Stock representing approximately 5.1% of the outstanding Common Stock.

     (b) The Reporting Persons have the sole power to vote and dispose of 242,834 shares of Common Stock and shared power to vote and dispose of 55,272 shares of Common Stock. Mr. Fields is the sole managing principal and indirectly the 100% owner of Clarus.

     (c) See Appendix A for a list of transactions occurring in the last sixty days.

     (d) Not applicable.

     (e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

     Other than as described in Item 4 herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

     Exhibit A: Letter to the Issuer, dated as of September 10, 2007

     Exhibit B: Letter to the Issuer, dated as of June 12, 2007

SIGNATURES

     After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated: September 10, 2007
		CLARUS CAPITAL GROUP MANAGEMENT LP
		By:		/s/ Ephraim Fields
				Name:		Ephraim Fields
				Title:		Managing Member
		EPHRAIM FIELDS
		By:		/s/ Ephraim Fields

APPENDIX A

Transaction Date		Number of Shares Bought				Average Price Paid
07/27/07			9169				62.5879
07/31/07			4000				56.8378
08/07/07			3240				48.4734
08/13/07			2000				52.6500

EXHIBIT A

September 10, 2007

Board of Directors
Twin Disc, Inc.
1328 Racine St.
Racine, WI 53403

To the Board of Directors:

Clarus Capital Group Management LP beneficially owns 298,106 shares of Twin Disc, Inc. (“Twin” or the “Company”). We have been patient and long-standing shareholders and while we typically do not publicly file such letters, our concerns are so serious that we felt compelled to do so. Specifically, we are concerned that Twin’s Board of Directors (the “Board”) is not fulfilling its fiduciary responsibility of maximizing shareholder value. We note that despite its healthy balance sheet (net debt/adjusted LTM EBITDA = 0.5x), improving business prospects (particularly in the oilfield, military and mega-yacht markets), significant international presence, and leading market share positions, Twin (which generated adjusted earnings per share of almost $4 over the past twelve months) continues to trade at a valuation significantly below those of its peers. Twin has remained undervalued for some time and we have repeatedly advised Twin’s management and Board on how to close this valuation gap. Despite the inordinate amount of time we have spent trying to help the Company (including, but not limited to, the attached letter from June 12, 2007), the Board’s response has been slow, limited and insufficient.

We are puzzled by your lack of action and wonder if the Board is truly interested in enhancing shareholder value. We note that Twin’s independent board members personally own very little Twin stock, despite their years of being paid by Twin shareholders to serve on the Board. Based on Twin’s latest proxy, it appears that Mssrs. Mellowes, Rayburn, Stratton, Swift and Zimmer, each own only 1,200 shares of stock (excluding options), despite each being board members for an average of 8 years. These board members therefore have little financial incentive to maximize shareholder value. This lack of financial incentive, combined with the Board’s apparent reluctance to proactively address basic public company issues, makes us question if the Board is truly acting in shareholders’ best interests. Our concern about the Board’s lack of motivation to enhance shareholder value was further heightened by the Board’s recent decision to vote itself a 40% cash pay raise and then not even buy a single share of Twin’s stock (despite the stock being down almost 40% from its recent high).

For some time we have been concerned that Twin is a publicly traded company that is largely run as a privately held company. After all, Twin has an overcapitalized and suboptimal balance sheet, an illiquid stock, no sell-side equity analyst coverage, and an unresponsive Board. However, Twin is owned by its public shareholders and the company should be operated with their best interests in mind. Given the stock’s continued undervaluation, we hereby ask the Board to retain a prominent investment bank to explore various alternatives

for enhancing shareholder value, including a more aggressive stock buyback (which would be highly accretive) and the outright sale of all or part of the Company. We believe the Board may currently (and belatedly) be getting advise from outside advisors regarding certain issues; however, we believe it would be a clear violation of its fiduciary responsibilities if the Board did not also seek advise regarding whether shareholders would best be served by an outright sale of all or part of Twin. We have analyzed Twin extensively and believe its shareholders would best be served through the outright sale of the company. Furthermore, we believe there are strategic and financial buyers who would be interested in acquiring the company at a significant premium to its current stock price.

We have been patient, long term and constructive shareholders of Twin; however, we find the Board’s apparent disregard for shareholder value to be irresponsible and shameful. Twin’s shareholders deserve better from their leaders. If you are unable or unwilling to fulfill your fiduciary responsibilities to enhance shareholder value, we will take the steps necessary to protect and enhance the value of our investment in Twin.

Sincerely,

Ephraim Fields
Clarus Capital Group Management LP

EXHIBIT B

June 12, 2007

Board of Directors
Twin Disc, Inc.
1328 Racine St.
Racine, WI 53403

To the Board of Directors:

As of March 31, 2007 Clarus Capital Group Management LP beneficially owned over 370,000 common shares of Twin Disc, Inc. (“TWIN”) and we believe we are the company’s second largest shareholder. We have been investors in the company for over three years and commend TWIN’s management for the company’s dramatic operational improvements. However, despite the stock’s recent strength, we believe TWIN’s stock remains significantly undervalued and that you should consider several initiatives which would easily create additional shareholder value, without jeopardizing the company’s long-term objectives. On multiple occasions we have expressed these suggestions to management, but our suggestions have in general been (politely) rejected. As a result, we felt it was appropriate to bring our concerns to the company’s Board of Directors (the “Board”).

The basis of our frustration is our belief that TWIN is a publicly traded company that in many ways operates like a privately held company. Consequently, the company does a major disservice to its shareholders (the true owners of the company) by not making itself investor friendly and by failing to utilize an appropriate capital structure.

Our concern that the company is not investor friendly is based on the fact that despite its $375 million market capitalization, TWIN is a highly illiquid stock with no analyst coverage. TWIN’s management does not hold earnings calls and rarely visits investors or participates in conferences. TWIN is an amazing company with bright prospects and a strong management team. We fail to understand why management wants to keep this a secret.

Our concern about TWIN’s balance sheet is that the company is inappropriately capitalized since the company utilizes very little debt. As a result, shareholders fail to benefit from the tax advantages and increased ROE that a prudent and appropriate level of debt would provide.

In order to address the above problems, we strongly encourage the company to:

1)

Implement a stock split, which would increase the stock’s liquidity. There are many institutions who like to buy TWIN’s stock, but can not due to its illiquidity. A split would also address the significant (and needless) volatility in TWIN’s stock price which scares away many investors. We see no downside to implementing a stock split and frankly were gravely disappointed that a split was not approved at the last Board meeting.

	2)		Proactively seek quality analyst coverage to help increase TWIN’s awareness in the investment community. We have introduced the company to several research firms (B. Riley, CJS Securities and CRT) but to date management appears unwilling to embrace the concept of analyst coverage. This is shocking because most publicly traded companies are starving for research coverage, with some even going so far as to pay for it. We believe management’s reluctance to embrace analyst coverage is based on its: (a) concern that it would have to divulge confidential or proprietary information such as profitability by segments and (b) reluctance to conduct investor meetings arranged by the research firms. If true, both of these excuses are naïve and completely unacceptable. First of all, TWIN would never have to divulge proprietary information to a research firm nor would TWIN have to provide earnings guidance. Regarding management’s reluctance to travel to meet with investors, we believe management must be reminded that part of its responsibility as a publicly traded company is to visit existing and potential investors. While we don’t want investor relations to distract management from running its business, there is a happy medium that all public companies must find between operating their business and communicating with the investment community.
	3)		Begin conducting quarterly earnings calls, which is common practice for most companies of TWIN’s size. Even if participation in these calls is low initially, holding these calls will send the appropriate message that management is willing to communicate with the investment community.
	4)		Increase the company’s utilization of debt. As TWIN’s second largest shareholder, we would never want the company to be overleveraged. However, given the company’s current capitalization, we believe the company could easily utilize additional debt without jeopardizing its ability to finance acquisitions, expand capacity or weather a downturn in its business. We don’t how (or even if) the Board assesses TWIN’s capital structure, but we note that TWIN’s various leverage ratios are very low and given the company strong outlook, we expect these already very healthy ratios to improve in coming quarters. TWIN has been and remains one of the least leveraged companies among its peers. Consequently, TWIN has one of the lowest ROEs and least tax efficient capital structures. We feel very strongly about this suggestion and can not think of a justifiable explanation as to why TWIN’s capital structure continues to be so inappropriate. We would consider the Board’s failure to address this situation to be a gross dereliction of its fiduciary responsibility. We would strongly encourage you to seek the advice of a prominent investment bank to help determine what the appropriate capital structure for TWIN should be.
	5)		Significantly increase the quarterly cash dividend. TWIN’s dividend yield is meaningfully lower than most of its peers’ and increasing the dividend would heighten investor awareness and partially help address TWIN’s over capitalization. We would also strongly urge you to consider a one time special dividend to help the company achieve a more optimal capital structure.

We hope you appreciate the constructive spirit under which we are writing this letter. As significant TWIN shareholders we are highly motivated to ensure the company’s long term success. We have patiently attempted to convince management to address the concerns mentioned above, but to date have seen little progress. Our patience is running out and as a result, we have elected to bring our

concerns to the Board, as part of our first (and hopefully last) step to ensure that all shareholders’ interests are being addressed. As directors, you have a fiduciary responsibility to enhance shareholder value and we hope you do not take this responsibility lightly.

We (disappointing) note that many of TWIN’s Board members own very little stock in the company. This is especially surprising considering how many years some of you have served on the Board and how much you have been paid by TWIN shareholders for your services. A lack of outright stock ownership often means directors have little incentive to ensure that shareholder value is being maximized....we hope that is not the case here.

We have extensively analyzed TWIN and provided you several well researched and easy to implement suggestions. To summarize, we believe that if TWIN wants to remain a publicly traded company, it should start acting more like as a publicly traded company by being more investor friendly and by utilizing a more efficient capital structure. If management is not interested in acting like a public company, TWIN should put itself up for sale in an effort to maximize shareholder value. We believe there are many parties who would be interested in acquiring TWIN at a significant premium to its current stock price.

Please note that we have elected to keep this communication private and hope to work with you in a constructive and friendly manner to improve TWIN for the benefit of all shareholders. We understand you have a Board meeting in a few weeks and we hope this letter will encourage some discussion prior to that meeting so that the Board can take tangible actions at the upcoming meeting. We look forward to hearing from you and can be reached at 212-808-7330.

Sincerely,

Ephraim Fields