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1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* TWIN DISC INC (tdi) ----------------------------------------- (Name of Issuer) Common Stock ----------------------------------------- (Title of Class of Securities) 90147610 ----------------------------------------- (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 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 following page(s)) Page 1 of 6 Pages 2 CUSIP NO. 90147610 13G PAGE 2 OF 6 PAGES 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kennedy Capital Management, Inc. Tax ID #43-1225960 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ X ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Missouri Corporation 5 SOLE VOTING POWER 189,950 6.84% NUMBER OF 6 SHARED VOTING POWER SHARES BENEFICIALLY None OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 222,950 8.03% 8 SHARED DISPOSITIVE POWER None 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 222,950 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES * 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.03% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTION BEFORE FILLING OUT! 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 10549 --------------------------------- SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 --------------------------------- Item 1. (a). Name of Issuer: TWIN DISC INC (b). Address of Issuer's Principal Executive Offices: 1328 Racine St. Racine, WI 53403 Item 2. (a). Name of Person Filing: Kennedy Capital Management, Inc. (b). Address of Principal Business Office: 10829 Olive Blvd. St. Louis, MO 63141 Page 3 of 6 Pages 4 Item 2. (c). Citizenship: Missouri Corporation (d). Title of Class of Securities: Common Stock (e). CUSIP Number: 90147610 Item 3. This statement is filed pursuant to Rule 13D-1(B)(ii)(G). The entity filing is an Investment Adviser registered under section 203 of the Investment Advisers Act of 1940. Item 4. Ownership. (a). Amount Beneficially Owned 222,950 shares (b). Percent of Class: 8.03% (c). Number of Shares as to which such entity has: (i) sole power to vote or to direct the vote 189,950 shares (ii) shared power to vote or to direct the vote None (iii) sole power to dispose or to direct the disposition of 222,950 shares (iv) shared power to dispose or to direct the disposition of None Page 4 of 6 Pages 5 Item 5. 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. [ ] Item 6. Ownership of More Than Five Percent on Behalf of Another Person: Item 7. Identification and Classification of Subsidiaries which Acquired the Security Being Reported on by the Parent Holding Company: Item 8. Identification and Classification of Members of the Group: Page 5 of 6 Pages 6 Item 9. Notice of Dissolution of Group: 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. Signature: 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. By: Gerald Kennedy ---------------------------- Title: President Dated: 2/10/97 Page 6 of 6 Pages