AMENDMENT NO. 2

                               Form 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended September 30, 1995  Commission File Number 1-7635

                         TWIN DISC, INCORPORATED

        (Exact name of registrant as specified in its charter)
    Wisconsin                                           39-0667110  
(State or other jurisdiction of                       (I.R.S. Employer 
 Incorporation or organization)                     Identification No.)

 1328 Racine Street, Racine, Wisconsin                       53403
(Address of principal executive offices)                   (Zip Code)   

Registrant's telephone number, including area code      (414)  638-4000

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes X  No  .

At September 30, 1995, the registrant had 2,777,024 shares of its common
stock outstanding.


Report of Independent Accountants

Board of Directors
Twin Disc, Incorporated
Racine, Wisconsin

We have reviewed the condensed consolidated balance sheet of Twin Disc,
Incorporated and subsidiaries as of September 30, 1995, and the related
condensed consolidated statements of operations and cash flows for the
three and nine-month periods ended September 30, 1995 and 1994.  These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical review
procedures to financial data, and making inquiries of persons
responsible for financial accounting matters.  It is substantially less
in scope than an audit in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.  Accordingly, we do
not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements
referred to above for them to be in conformity with generally accepted
accounting principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of June 30, 1995,
and the related consolidated statements of operations, changes in
shareholders' equity, and cash flows for the year then ended (not
presented herein); and in our report dated July 28, 1995, we expressed
an unqualified opinion on those consolidated financial statements.  In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of June 30, 1995, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from
which it has been derived.

- ------------------------------------
Coopers & Lybrand

Milwaukee, Wisconsin
October 11, 1995



  Pursuant to the requirements of the Securities Exchange Act of 1934,   
  the registrant has duly caused this report to be signed on its behalf
  by the undersigned thereunto duly authorized.

                                   TWIN DISC, INCORPORATED

- ------------------------           -----------------------------------
       (Date)                      Fred H. Timm, Corporate Controller/
                                    Secretary (Chief Accounting Officer) 

                                      EXHIBIT 15

Awareness Letter of Independent Accountants

Securities and Exchange Commission
Washington, D.C.

RE: Twin Disc, Incorporated

We are aware that our report dated October 11, 1995 on our review of
interim financial information of Twin Disc, Incorporated for the
three-month periods ended September 30, 1995 and 1994 and included in
the Company's quarterly report on Form 1O-Q for the quarter then ended,
is incorporated by reference in the registration statements of Twin
Disc, Incorporated on Form S-8 (Twin Disc, Incorporated 1988 Incentive
Stock Option Plan and Twin Disc, Incorporated 1988 Non-Qualified Stock
Option Plan for Officers, Key Employees and Directors).  Pursuant to
Rule 436(c) under the Securities Act of 1933, this report should not be
considered a part of the registration statement prepared or certified by
us within the meaning of Sections 7 and 11 of that Act.

- ---------------------------------------
Coopers & Lybrand

Milwaukee, Wisconsin
October 24, 1995