Abstract: A retarder and friction brake system having vehicle service brakes and a shaft brake unit having a hydrodynamic retarder and friction brake. Manual brake controls provide for initial brake apply of the brake unit and then apply of the service brakes or independent apply of the service brakes. The brake unit has a dual chamber, hydrodynamic retarder with opposed bladed stators and a central rotor member having opposed bladed rotors mounted between the stator members for limited axial movement and rotation with a drum fixed to the shaft, and a friction brake having plates located concentrically within the retarder chambers on opposite sides of the rotor and splined to the drum and stators and a brake apply motor.