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                                   exhibit 10d

                  AMENDMENT TO 1988 NON-QUALIFIED STOCK OPTION PLAN
                     FOR OFFICERS, KEY EMPLOYEES AND DIRECTORS
                           OF TWIN DISC, INCORPORATED

     The following is the text to Paragraph 2 of the 1988 Non-Qualified Stock
Option Plan for Officers, Key Employees and Directors of Twin Disc,
Incorporated. The proposed change is in italics.

     2.     STOCK.  The total number of shares of common stock to be subject to
options upon the exercise of options granted under this Plan will not exceed
125,000 shares of the Company's common stock, subject to adjustment as provided
in Paragraph 8(a) hereof. Such shares may be authorized and unissued shares of
common stock, or issued shares of common stock which have been reacquired by the
Company, or a combination thereof. Shares subject to an option under this Plan
which is not exercised in full, or shares as to which the right to purchase is
forfeited through default or otherwise, shall remain available for other options
under this Plan.

     The following is the text of Paragraph 4(e) of the 1988 Non-Qualified Stock
Option Plan for Officers, Key Employees and Directors of Twin Disc,
Incorporated.

     4.     ADMINISTRATION.  Each Director of the Company may be granted options
each year to purchase shares of the Company's common stock based upon the number
of years which each Director has served the Company as Director. Each Director
who has served as Director for one year or more is entitled to an annual base
award of options for three hundred (300) shares. In addition, after the first
year of service, each Director is entitled to an additional award of options
for one hundred (100) shares for each year of service, up to a maximum total
award of options for one thousand (1,000) shares. After the first year of
service as a Director, each Director is entitled to automatic award of base
and additional options based upon years of service as follows: 0 to 1 year, no
award; 1 to 2 years, 400 options; 2 to 3 years, 500 options; 3 to 4 years, 600
options; 4 to 5 years, 700 options; 5 to 6 years, 800 options; 6 to 7 years,
900 options; 7 or more years, 1,000 options. Each option shall bear an exercise
price equal to the fair market value of the Company's common stock on the date
of grant of such option. Other than to comply with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act or any other
applicable law or rules promulgated thereunder, this Paragraph 4(e) may not be
modified or amended more than once every six (6) months. Except as specified
in this Paragraph 4(e), all other terms and conditions under the Plan shall
apply to options granted to Directors pursuant to this paragraph.