WOODWARD GOVERNOR COMPANY EXHIBIT 3

                           AMENDMENT TO BY-LAWS

     
The second sentence of Section 3.2 of Article III of the By-laws of
the Company was amended effective June 22, 1994 to read as follows:

          The number of directors which shall constitute the whole
          Board of Directors shall be ten, consisting of four Class
          I directors, three Class II directors, and three Class
          III directors.