8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 11, 2008

Twin Disc, Incorporated

(exact name of registrant as specified in its charter)

WISCONSIN	001-7635	39-0667110
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1328 Racine Street Racine, Wisconsin 53403

(Address of principal executive offices)

Registrant's telephone number, including area code: (262) 638-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

The executive officers of Twin Disc intend to present materials at meetings with investors and analysts and at investor conferences on or after November 11, 2008.  A copy of the presentation materials to be used at those meetings and from time to time thereafter is filed as Exhibit 99.1 hereto.  The presentation materials will also be posted on the Company’s website, www.twindisc.com  The Company does not intend to file any update of these presentation materials.  The fact that these presentation materials are being furnished should not be deemed an admission as to the materiality of any information contained in the materials.

The information included in the presentation includes financial information determined by methods other than in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s management uses these non-GAAP measures in its analysis of the Company’s performance. The Company believes that the presentation of certain non-GAAP measures provides useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

The information in this Form 8-K being furnished under Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the Company’s expectations and involve risks and uncertainties that could cause the Company’s actual results to differ materially from those set forth in the statements. These risks are discussed in the Company’s filings with the Securities and Exchange Commission, including an extensive discussion of these risks in the Company’s Annual Report on Form 10-K for the year ended June 30, 2008.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

EXHIBIT NUMBER	DESCRIPTION
99.1	Presentation Materials - 1st Quarter Fiscal 2009.

SIGNATURE

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 11, 2008	Twin Disc, Inc.
	/s/THOMAS E. VALENTYN
	Thomas E. Valentyn
	General Counsel & Secretary

21092029-1

EX-99.1

Twin Disc, Incorporated

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Twin Disc, Incorporated

Safe Harbor Statement

This presentation contains statements that are forward-looking
within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended.These statements are based on
management’s current expectations that are based on
assumptions that are subject to risks and uncertainties.Actual
results may vary because of variations between these
assumptions and actual performance.Investors are referred to
Twin Disc’s fiscal year 2008 Annual Report and Form 10-K,
“Management’s Discussion and Analysis of Financial Condition
and Results of Operations - Forward-Looking Information,” which
outlines certain risks regarding the Company’s forward-looking
statements.Copies of the Company’s SEC filings may be
obtained from the SEC, and are available on Twin Disc’s web site
(www.twindisc.com), or by request from the Investor Relations
department at the Company.

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Twin Disc, Incorporated

Manufacturing

2

1

1

#

Manufacturing location (# of facilities in each location)

Company owned distribution/service location

Purchasing/sourcing offices

Twin Disc At A Glance

•Founded in 1918

•Headquartered in Racine, WI

•1,000+ employees

•FY08 Revenues of $332M

•We are a global company

–Well-known customers
around the world

–Mfg Operations in the U.S.,
Italy, Belgium, Switzerland
and Japan

–World-wide distributor
network

–61% of fiscal 2008 sales to
international markets

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Twin Disc, Incorporated

Corporate Profile - Market Diversity

Pleasure Craft Market:

•Target Markets: High speed
planing and displacement yachts
from 50’ to 150’, diesel powered

•Products:Transmissions,
Surface Drives, Propellers,
Steering/Thruster/Trim Systems,
Water Jets, Controls

•Channels: Engine OEMs &
dealers, & boat builders

•Customers: CAT, CMD, MAN,
MTU, Volvo / Azimuth, Baia,
Ferretti, Palmer Johnson, Riviera,
Sanlorenzo, Sunseeker

•Competition: ZF, Reintjes /
Kamewa /Side Power, Ultraflex

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Twin Disc, Incorporated

Corporate Profile - Market Diversity

Work Boat Market:

•Target Markets: planing and
displacement vessels from 30’ to
250’, diesel powered

•Products:Transmissions,
Propellers, MCD’s, Water Jets,
Controls

•Channels: Engine OEMs &
dealers, boat builders &
distribution

•Customers: CAT, Cummins,
IVECO, Mitsubishi, Volvo /
Damen / Sewart Supply
(operators: Secor, Tidewater)

•Competition: ZF, Reintjes /
Kamewa, Hamilton

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Twin Disc, Incorporated

Corporate Profile - Market Diversity

Patrol Boat Market:

•Target Markets: military, patrol
and coast guard vessels from 30’
to 90’, diesel powered

•Products:Transmissions,
Surface Drives, Propellers,
Steering/Thruster/Trim Systems,
Water Jets, Controls

•Channels: Engine OEMs &
dealers, & boat builders

•Customers: CAT, CMD, MAN,
MTU, Volvo / Israeli Navy, Turkish
Coast Guard, USCG, US Navy,
RCMP

•Competition: ZF / Kamewa

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Twin Disc, Incorporated

QuickShift®Transmissions

Electronic Controls

Bow Thrusters

Anchor Winches

Gangways

Trim Tabs, Stern Thrusters

Power Steering

Marine Transmissions, Propulsion & Boat Management Systems

Corporate Profile - Market Diversity

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Twin Disc, Incorporated

Corporate Profile - Market Diversity

Industrial Transmissions:

•Target Market:Off-highway and
all-terrain specialty vehicles,
diesel powered

•Products:Powertrain
components - - 400 to 3,000 HP

•Channel:OEM vehicle mfrs.

•Customers: BAE, Oshkosh, Tatra
/ BJ Services, Cisco High-Lift,
Crown Energy, Enerflo, Fractec,
Trican

•Competitors: Allison, ZF

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Twin Disc, Incorporated

Corporate Profile - Market Diversity

Industrial Products:

•Target Market:Heavy duty
industrial disconnect applications

•Products: Mechanical & hydraulic
clutches, PTOs & pump mount
drives, 100 - 2,500 HP

•Channels:Distribution & OEMs

•Customers: Bandit, Morbark,
Peterson Pacific / OEM engine
dealers

•Competitors: Funk, NACD, PT
Tech, Stiebel, Transfluid, WPT

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Twin Disc, Incorporated

2006

2007

2008

48% International Sales

61% International Sales

USA

Italy

Rest of

World

Corporate Profile - Geographic Diversity

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Twin Disc, Incorporated

What Differentiates Us?

•Technology

–Land-Based

•8500 Series

•“Pump & Roll”

•“Legacy” Contracts

•Electronic Control Systems

•Global Distribution and Service Network

•Product/Market & Geographic Diversity

•Niche Market Focus

•90 Years of Proven Application Know-How

•Core Manufacturing Capabilities

–Marine

•QuickShift®

•Dynamic Positioning

•Rolla CFD

•Electronic/Hydraulic Boat
Management Systems

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Twin Disc, Incorporated

Managing Our Cost Structure
Investing in Core Competencies

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Twin Disc, Incorporated

Lower Cost

Low Cost

Sourcing Offices

Managing Our Cost Structure
Global Sourcing

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Twin Disc, Incorporated

FY 2008 Financial Highlights

•Major Markets Remained Strong

–Continued growth from mega-yacht and commercial marine
markets

–Strong demand for land based transmission products for the
Airport Rescue and Fire Fighting (ARFF) and military markets

–Experienced cyclical softening in industrial product markets

–2nd Quarter slow down in demand for oil and gas transmissions,
but increasing inquiries at year end

•Gross margins remain >30%

•Exceeded FY 2007’s record net earnings

•4th Qtr Six Month Backlog >> $121 million

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Twin Disc, Incorporated

$ millions

$ millions

* See Appendix III for reconciliation of TTM (trailing 12 month) figures to reported figures.

Net Sales & Net Earnings
(Fiscal Year)

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Twin Disc, Incorporated

$ millions

$ millions

Net Sales & Net Earnings
(First Fiscal Quarter)

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Twin Disc, Incorporated

EBITDA
(See Appendices I & II for note on non-GAAP Financial Disclosures and a
reconciliation of net earnings to EBITDA)

$ millions

% sales

* See Appendix III for reconciliation of TTM figures to reported figures.

Twin Disc, Incorporated

Looking Ahead

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Twin Disc, Incorporated

FY04

FY05

FY06

FY07

$ millions

FY08

FY09

Corporate Six Month Backlog
(Orders to be shipped in the next 6 months)

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Twin Disc, Incorporated

Fiscal Year 2009 Outlook

•Cautiously optimistic

•Key markets remain strong

–Commercial marine and mega yacht, defense and
airport firefighting and rescue markets continue to
be strong

•Seeing signs of improving in demand from
customers in the industrial markets

•Increase in inquiries related to the oil and gas
market

•Continue to monitor potential impact of recent
global economic crisis

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Twin Disc, Incorporated

Fiscal Year 2009 Outlook

•Technology differentiation/new products

•Opportunity for operating leverage continues

–Increasing volume

–Expanding global outsourcing

–Investing in core competencies

•Active Acquisition Program

•Active stock buyback program (Board
authorized repurchase of up to an additional
500,000 shares)

Twin Disc, Incorporated

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Twin Disc, Incorporated

Appendices

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Twin Disc, Incorporated

Non-GAAP Financial Disclosures

Financial information excluding the impact of certain significant items in this presentation are not measures that
are defined in U.S. Generally Accepted Accounting Principles (“GAAP”).These items are measures that
management believes are important to adjust for in order to have a meaningful comparison to prior and future
periods and to provide a basis for future projections and for estimating our earnings growth prospects.Non-
GAAP measures are used by management as a performance measure to judge profitability of our business
absent the impact of foreign currency exchange rate changes and acquisitions.Management analyzes the
company’s business performance and trends excluding these amounts.These measures, as well as EBITDA,
provide a more consistent view of performance than the closest GAAP equivalent for management and
investors.Management compensates for this by using these measures in combination with the GAAP
measures.The presentation of the non-GAAP measures in this presentation are made alongside the most
directly comparable GAAP measures.

Definition - - Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)

The sum of, net earnings and adding back provision for income taxes, interest expense, depreciations and
amortization expenses:this is a financial measure of the profit generated excluding the above mentioned
items.

Appendix I
Non-GAAP Financial Disclosures

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Twin Disc, Incorporated

* See Appendix III for reconciliation of TTM figures to reported figures.

Appendix II
Reconciliation of Net Earnings to EBITDA

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Twin Disc, Incorporated

Appendix III
Reconciliation of TTM Data to Reported Quarterly Figures

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Twin Disc, Incorporated

Appendix IV
Fiscal Year Condensed Consolidated Statements of Operations

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Twin Disc, Incorporated

Appendix V
1st Fiscal Quarter Condensed Consolidated Statements of Operations

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Twin Disc, Incorporated

$243

$219

$186

$317

$332

Appendix VI
Net Sales by Segment

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Twin Disc, Incorporated

Appendix VII
Net Earnings by Segment (before Corporate Expense)

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Twin Disc, Incorporated

$ millions

% sales

Appendix VIII
Operating Cash Flows

Twin Disc, Incorporated

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