SecProbe.io

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Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

RE:	Twin Disc, Incorporated
	June 30, 2004 Form 10K
	Comment letter dated
	May 18, 2005

Responses to May 18, 2005 comment letter:

Item 1.

Generally revenue is recognized upon shipment under our F.O.B. shipping point
terms.  Certain foreign shipments are recognized upon reaching their
destination (F.O.B. destination).

Disclosure in future filings will be modified to include the following:

     Revenue is recognized at the time product is shipped to the customer,
     except for certain domestic shipments to overseas customers where revenue
     is recognized upon receipt by the customer.

Item 2.

The product liability claims noted in our legal proceedings disclosure on
page 3 are neither estimable nor probable or are considered immaterial and
as such have not been accrued based on the requirements of SFAS 5.

Any required additional disclosures will be incorporated in future filings.

Item 3.

Accruals related to contingent liabilities are recorded when required based on
guidance in SFAS 5 and recorded on a gross basis before consideration of
insurance proceeds, when required.   We do not have any liabilities recorded on
a net basis.

Item 4.

Additional information as required will be incorporated in additional filings.

Item 5.

An amended form 10K together with the revised certifications will be filed.
In addition we will file the amended form 10Q for September 30, 2004,
December 31, 2004 and March 31, 2005.

Attached is an example of the revised certification.

Item 6.

Our September 30, 2004, December 31, 2004 and March 31, 2005 forms 10Q will be
amended to disclose management's conclusion regarding the effectiveness of our
disclosure controls and procedures.

Item 7.

The forms 10Q for the quarters ended September 30, 2004, December 31, 2004 and
March 31, 2005 will be appropriately amended.

The company acknowledges that:

     * the company is responsible for the adequacy and accuracy of the
       disclosure in the filings;
     * staff comments or changes to disclosure in response to staff comments
       in the filings reviewed by the staff do not foreclose the Commission
       from taking any action with respect to the filing; and
     * the company may not assert staff comments as a defense in any proceeding
       initiated by the Commission or any person under the federal securities
       laws of the United States.

                                  Sincerely,
                                  /s/ Fred H. Timm
                                  ----------------
                                  Vice President - Administration and Secretary
                                  Chief Accounting Officer
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Revised certifications (Comment  5):

                                   EXHIBIT 31a or 31b
                                     CERTIFICATIONS

I, [certifying individual], certify that:

1.    I have reviewed this annual [quarterly]report on Form 10-K [10Q]of
      Twin Disc, Incorporated;

2.    Based on my knowledge, this report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered
      by this report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and have:

      a)  designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          registrant, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report is being prepared;
      b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the
          end of the period covered by this report based on such evaluation;
          and
      c)  disclosed in this report any change in the registrant's internal
          control over financial reporting that occurred during the
          registrant's most recent fiscal quarter (the registrant's fourth
          fiscal quarter in the case of an annual report) that has materially
          affected, or is reasonably likely to materially affect, the
          registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial
      reporting, to the registrant's auditors and the audit committee of the
      registrant's board of directors (or persons performing the equivalent
      functions):

      a)   all significant deficiencies and material weaknesses in the design
           or operation of internal control over financial reporting which are
           reasonably likely to adversely affect the registrant's ability to
           record, process, summarize and report financial information; and
      b)   any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal control over financial reporting.

Date: xxxxxxx,xx,xxxx               Signature
                                    Certifying individual
                                    Title

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Revised Item 4. Controls and Procedures (Comments 6 and 7):

Item 4. Controls and Procedures.

(a)	Evaluation of Disclosure Controls and Procedures.

As required by new Rules 13a-15 and 15d-15 of the Securities Exchange Act of
1934, under the supervision and with the participation of management, including
the Chief Executive Officer and the Chief Financial Officer, the Company has
evaluated the effectiveness of the design and operation of its disclosure
controls and procedures. Based on such evaluation, the Chief Executive Officer
and Chief Financial Officer have concluded that, as of the end of the fiscal
quarter covered by this report, such disclosure controls and procedures are
effective in ensuring that material information relating to the Company,
including its consolidated subsidiaries, is made known to the certifying
officers by others within the Company and its consolidated subsidiaries.

(b)	Changes in Internal Controls.

There were no changes in the Company's internal controls for financial
reporting during the fiscal quarter covered by this report that materially
affected or are reasonably likely to materially affect such internal controls.
However, in connection with the new rules, the Company has been engaged in the
process of further reviewing and documenting its disclosure controls and
procedures, including its internal accounting controls.  The Company may from
time to time make changes aimed at enhancing the effectiveness of its
disclosure controls and procedures, including its internal controls, to ensure
that the Company's systems evolve with its business.

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