Issuer Delisting; Notice of Application of Twin Disc, Incorporated To Withdraw Its Common Stock, No Par Value, and Its Preferred Stock Purchase Rights, From Listing and Registration on the New York Stock Exchange, Inc.

On October 19, 2004, Twin Disc, Incorporated, a Wisconsin corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) and Rule 12d2-2(d) thereunder, to withdraw its common stock, no par value, and its preferred stock purchase rights (“Securities”), from listing and registration on the New York Stock Exchange, Inc. (“NYSE” or “Exchange”).

The Board of Directors (“Board”) of the Issuer unanimously approved a resolution on April 16, 2004 to withdraw the Issuer's Securities from listing on the NYSE and to list the Securities on the Nasdaq Stock Market (“Nasdaq”). The Board states that the following reason factored into its decision to withdraw the Issuer's Securities from the Exchange and to list on the Nasdaq: In February 2004, the NYSE informed the Issuer of the NYSE's decision to change its continued quantitative listing standards. Among other changes, the NYSE proposed to increase the minimum market capitalization and shareholders' equity requirements of companies listed on the Exchange. The Issuer's Security began trading on the Nasdaq on October 21, 2004.

The Issuer stated in its application that it has complied with all the applicable laws in effect in Wisconsin, in which it is incorporated, and with the NYSE's rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer stated in its application that it has met the requirements of the NYSE rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Issuer's application relates solely to the Securities' withdrawal from listing on the NYSE and from registration under Section 12(b) of the Act, and shall not affect its obligation to be registered under Section 12(g) of the Act.

Any interested person may, on or before December 7, 2004, comment on the facts bearing upon whether the application has been made in accordance with the rules of the NYSE, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

• Send an e-mail to rule-comments@sec.gov. Please include the File Number 1-07635 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-07635. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site ( http://www.sec.gov/rules/delist.shtml ). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.