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                                  EEXHIBIT 24

                               POWER OF ATTORNEY


The undersigned directors of Twin Disc, Incorporated hereby severally
constitute Michael E. Batten and Christopher J. Eperjesy, and each of them
singly, true and lawful attorneys with full power to them, and each of them,
singly, to sign for us and in our names as directors the Form 10-K Annual
Report for the fiscal year ended June 30, 2005 pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934, and generally do all such things in our
names and behalf as directors to enable Twin Disc, Incorporated to comply with
the provisions  of the Securities and Exchange Act of 1934 and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures so they may be signed by our attorneys, or either of them, as set
forth below.



 /s/ JOHN A. MELLOWES                     )
John A. Mellowes, Director                )
                                          )
                                          )
 /s/ Harold M. Stratton II                )
Paul J. Powers, Director                  )
                                          )
                                          )
 /s/ DAVID B. RAYBURN                     )
David B. Rayburn, Director                )
                                          )             July 29, 2005
 /s/ DAVID L. SWIFT                       )
David L. Swift, Director                  )
                                          )
                                          )
 /s/ GEORGE E. WARDEBERG                  )
George E. Wardeberg, Director             )
                                          )
                                          )
 /s/ DAVID R. ZIMMER                      )
David R. Zimmer, Director                 )