UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-K

(Mark One)
{ X }Annual report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 (Fee Required)
For the fiscal year ended September 30, 1995 or
{  } Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 (No Fee Required)
For the transition period from _____________ to ___________

Commission file number 0-8408

               WOODWARD GOVERNOR COMPANY             
 (Exact name of registrant as specified in its charter)

      Delaware                                 36-1984010
(State or other jurisdiction of     (I.R.S. Employer Identification No.)
incorporation or organization)                         	     

5001 North Second Street, Rockford, Illinois		61125-7001
(Address of principal executive offices)                (Zip Code)
 
Registrant's telephone number, including area code	(815) 877-7441  
 
Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange on
Title of each class                                   which registered

None                                                        None
 
Securities registered pursuant to Section 12(g) of the Act:
 
Common stock, par value $.0625 per share
(Title of Class)

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. {X}
 
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.   
Yes  X   No    

As of November 30, 1995, 2,901,578 shares of common stock with a par value
of $.0625 per share were outstanding.  The aggregate market value on this
date of the voting stock held by non-affiliates of the registrant was
approximately $131,251,419 (such aggregate market value does not include
voting stock beneficially owned by directors, officers, the Woodward
Governor Company Profit Sharing Trust or the Woodward Governor Company
Charitable Trust).


DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's annual report for the fiscal year ended
September 30, 1995, a copy of which is attached hereto, are incorporated by
reference into Parts I, II and IV hereof, to the extent indicated herein.

Portions of the registrant's proxy statement dated December 4, 1995, are
incorporated by reference into Part III hereof, to the extent indicated
herein.



Part I

Item 1.	Business

	(a)General Description of Business

           Woodward Governor Company, established in 1870,designs and
           manufactures engine fuel delivery and engine control
           systems, subsystems and components.  Products range from
           devices that are used on diesel engines, steam turbines,
           industrial and aircraft gas turbines and hydraulic turbines.

           Woodward sells directly to original equipment manufacturers,
           service providers and equipment users world wide.

           There have been no material changes in the mode of
           conducting the business during the last five years.

	(b)Industry Segments

           Information with respect to business segments is set forth
           in Note M to the consolidated financial statements on Page
           29 of the registrant's annual report for the fiscal year
           ended September 30, 1995 and is hereby incorporated by
           reference.

	(c)(1) Narrative Description of Business

         (i)   Information with respect to business segments is set
               forth in Note M to the consolidated financial
               statements on Page 29 of the registrant's annual
               report for the fiscal year ended September 30, 1995
               and is hereby incorporated by reference.

        (ii)   There has been no public information regarding a new
               product or line of business requiring the investment
               of a material amount of total assets.
	
       (iii)   Most of the Company's products are machined from cast
               iron, cast aluminum and bar steel.  In addition to the
               machined parts, there is an increasing number of
               purchased electrical components used.  There are
               numerous sources of most of the raw materials and
               components used by the Company in its operations, and
               they are believed to be in adequate supply.  Woodward
               products utilize software or purchased electromagnetic
               products as their core technology.
    
        (iv)   The Company has pursued a policy of applying for
               patents in both the United States and certain other
               countries on inventions made in the course of its
               development work.  The Company regards its patents
               collectively as important, but does not consider its
               business dependent upon any one of such patents.


Item 1.	Business (Con't)
	
         (v)   The Company's business is not subject to significant
               seasonal variation.

        (vi)   The Company maintains inventory levels sufficient to
               meet customer demands.  The Company's working capital
               requirements are not materially affected by return
               policies or extended credit terms provided to
               customers.

       (vii)   One customer, General Electric Company, accounted for
               approximately 16% of consolidated sales during the
               fiscal year ended September 30, 1995.  Nine other
               customers in total accounted for approximately 18% of
               consolidated sales in the fiscal year ended September
               30, 1995.  Sales to these customers involve several
               autonomous divisions and agencies.  Products are supplied
               on the basis of individual purchase orders and contracts.
               There are no other material relationships between the
               Company and such customers.

       (viii)  Unfilled orders at September 30, 1995 totalled
               $175,336,000 or 13% higher than the September 30, 1994
               total of $155,006,000.  Management believes that
               unfilled orders is not necessarily an indicator of
               future shipment levels.  As customers demand shorter
               lead times and flexibility in delivery schedules, they
               have also revised their purchasing practices.  As a result,
               orders may become firm only within thirty to sixty days of
               delivery.  Consequently, the backlog of unfilled orders at
               the year-end cannot be relied upon as a valid indication of
               profitability in a subsequent year.  Of the September 30,
               1995 total, $152,599,000 currently is scheduled for fiscal
               year 1996 delivery.
 
         (ix)  The Company does business with various U.S. government
               agencies, principally in the defense area, as both a
               prime contractor and a subcontractor.  Substantially
               all contracts are firm fixed price and may require
               cost data to be submitted in connection with contract
               negotiations.  The contracts are subject to government
               audit and review.  It is anticipated that adjustments,
               if any, with respect to determination of reimbursable
               costs, will not have a material effect on the
               Company's financial condition.  Substantially all of
               the Company's business, including both commercial and
               government contracts, is subject to cancellation by
               the customer.  The military portion of all shipments
               has dropped from almost 10 percent of total company
               shipments last year to approximately 7 percent this
               year.  Military shipments are principally made by the
               Company's Aircraft Controls business.


Item 1.	Business (Con't)

        (x)    The Company competes with several other manufacturers,
               including divisions of large diversified and
               integrated manufacturers.  The Company also competes
               with other divisions of its major customers.  Although
               competition has increased worldwide, the Company
               believes it maintains a significant competitive
               position within its line of business.  The Company has
               several competitors in all product applications.  Published
               information pertinent to the Company's product line
               is not available in sufficient detail to permit an accurate
               assessment of its current relative competitive position.
               The principal methods of competition in the industry are
               price, product quality and customer service.  In the opinion
               of management, the Company's prices are generally competitive
               and its product quality and customer service are favorable
               competitive factors.

        (xi)   Information with respect to research and development
               is set forth in Note A to the consolidated financial
               statements on Page 24 of the registrant's annual
               report for the fiscal year ended September 30, 1995
               and is hereby incorporated by reference.  The
               Company's products, whether proposed by the Company or
               requested by a customer, are offered for sale as
               proprietary designs and products of the Company.
               Consequently, all activities associated with basic research,
               the development of new products and the refinement of
               existing products are Company-sponsored.

       (xii)   Compliance with provisions regulating the discharge of
               materials into the environment has caused and will
               continue to require capital expenditures. The Company
               is involved in certain environmental matters, in
               several of which it has been designated a "de minimis
               potentially responsible party" with respect to the
               cost of investigation and cleanup of third-party sites.
               The Company's current accrual for these matters is based
               on costs incurred to date that have been allocated to the
               Company and its estimate of the most likely future
               investigation and cleanup costs.  There is, as in the case
               of most environmental litigation, the theoretical possibility
               of joint and several liability being imposed upon the Company
               for damages which may be awarded.
		
               It is the opinion of management, after consultation
               with legal counsel, that additional liabilities, if
               any, resulting from these matters are not expected to
               have a material adverse effect on the financial
               condition of the Company, although such matters could
               have a material effect on quarterly or annual
               operating results when (or if) resolved in a future period.

      (xiii)   Information with respect to the number of persons
               employed by the Company is set forth in the "Summary
               of Operations/Ten Year Record" on Page 31 of the
               registrant's annual report for the fiscal year ended
               September 30, 1995 and is hereby incorporated by
               reference.  As of November 30, 1995, 3094 members were
               employed by the Company.
 

Item 1.	Business (Con't)
	(d) Company Operations

            Information with respect to operations in the United States
            and other countries is set forth in Note M to the
            consolidated financial statements on Page 29 of the
            registrant's annual report for the fiscal year ended
            September 30, 1995 and is hereby incorporated by reference.
            Management is of the opinion there are no unusual risks
            attendant to the conduct of its operations in other countries.

Item 2.	Description of Property

        The registrant has plants located in six communities in the United
        States.  Aircraft controls are manufactured in Rockford, Illinois,
        and Buffalo, New York while industrial controls are manufactured
        in Fort Collins and Loveland, Colorado.  Test equipment is
        manufactured in Avon, Connecticut.  The overhaul and repair of
        aircraft controls and sales of aircraft controls spare parts are
        done in the Rockton, Illinois facility.  The registrant has nine
        facilities located overseas.  Industrial controls are manufactured
        in Hoofddorp, The Netherlands; Reading, England; Aken, Germany;
        and Tomisato, Chiba, Japan.  Aircraft controls are assembled in
        Reading as well.  A European aircraft product service center for
        overhaul and repair of aircraft controls is located in Hoofddorp,
        The Netherlands.  Service shops are maintained in Sydney,
        Australia; Kobe, Japan; Campinas, Sao Paulo, Brazil; Singapore,
        Republic of Singapore; and Ballabgarh, India.

        In 1995, the Stevens Point plant was closed except for a small
        portion of the plant currently being leased to a Woodward
        contractor who was established through Company assistance.  The
        plant has been placed for sale with an international real estate
        broker.  As yet, no offers have been received.  The Company has
        also attempted to sell Bauer Aerospace in Avon, Connecticut during
        1995.  No acceptable offer has been made and the efforts to sell
        this business will continue.  Further information is set forth in
        "Financial Summary and Analysis" on pages 13 and 14 of the
        registrant's annual report for the fiscal year ended September 30,
        1995 and is hereby incorporated by reference.

        All other facilities were in excellent condition at the year-end
        and adequate production capacity is available to satisfy the
        Company's customers' needs throughout the coming year.
	
        Corporate offices are maintained at the plant in Rockford,
        Illinois.  Plants located in Rockford and Rockton, Illinois; Fort
        Collins and Loveland, Colorado; Buffalo, New York; Hoofddorp, The
        Netherlands; and Chiba, Japan are owned by the Company.  The
        facilities in Avon, Connecticut; Kobe, Japan; Campinas, Sao Paulo,
        Brazil; Reading, England; Sydney, Australia; Ballabgarh, India;
        Aken, Germany; and Singapore, Republic of Singapore are leased.
        Additional leased sales offices are maintained worldwide.



Item 3.	Legal Proceedings

        The Company is currently involved in matters of litigation arising
        from the normal course of business, including certain
        environmental and product liability matters.  For a further
        discussion of these issues refer to Note K to the consolidated
        financial statements on page 28 of the registrant's annual report
        for the fiscal year ended September 30, 1995 which is hereby
        incorporated by reference.

Item 4.	Submission of Matters to a Vote of Shareholders

        There were no matters submitted during the fourth quarter of the
        year ended September 30, 1995 to a vote of shareholders, through
        the solicitation of proxies or otherwise.




			Executive Officers of the Registrant



John A. Halbrook, age 50, is Chairman and Chief Executive Officer.  On
January 10, 1995 he was elected Chairman of the Board in addition to his
duties as President and Chief Executive Officer.  He was elected Chief
Executive Officer on November 16, 1993 and served as President since
November 1991.  He also served as Chief Operating Officer from November
1991 until November 16, 1993.  He had formerly been Senior Vice President
in charge of Domestic Operations since January 1990.

Vern H. Cassens, age 63, is Senior Vice President and Treasurer and Chief
Financial Officer and was elected to this position during 1988.  Prior to
this appointment he had been a Vice President since 1983 and Treasurer of
the Company from 1968 to 1983.

Ronald E. Fulkrod, age 51, is a Vice President of the Company and Corporate
Facilities Manager and Facilities Planner.  He was elected to the Vice
President position in January 1993.  He has been employed by the Company in
management positions for the last five years.

Peter A. Gomm, age 64, is a Vice President of the Company and
Asia/Pacific/Brazil General Manager.  He was elected a Vice President in
1983 and was General Manager of the International Industrial Controls
Division from January 1988 to January 1992.  

Duane L. Miller, age 47, is a Vice President of the Company and General
Manager of Industrial Controls.  He was elected to the position of Vice
President in January 1993 and has been employed by the Company in management
positions for the last five years.

C. Phillip Turner, age 55, is a Vice President of the Company and Manager of
Aircraft Controls.  He was elected Vice President in 1988.  He was Treasurer
of the Company from 1983 to 1988, and Secretary of the Company from 1977 to
1991.

Carol J. Manning, age 46, is Secretary of the Company.  She was elected to
this position in June 1991.  She also served as Administrative Assistant to
the Chairman of the Board from 1984 to 1994.

All of the executive officers were elected to their present positions at the
January 11, 1995 Board of Directors' meeting to serve until the organizational
meeting of the Board of Directors to be held on January 10, 1996 and until
their respective successors shall have been elected and qualified.



Part II

Item 5. Market for the Registrant's Common Stock
        and Related Shareholder Matters
	
        Information with respect to number of shareholders is set forth
        in "Financial Highlights" which appears on Page 1 in the
        registrant's annual report for the fiscal year ended September
        30, 1995 and is hereby incorporated by reference.  Information
        with respect to common stock and dividends is set forth in the
        "Financial Summary and Analysis" on Page 18 of the registrant's
        annual report for the fiscal year ended September 30, 1995 and
        is hereby incorporated by reference.

Item 6.	Selected Financial Data

        Information with respect to this matter is set forth in the
        "Summary of Operations/Ten Year Record" on Page 31 of the
        registrant's annual report for the fiscal year ended September
        30, 1995 and is hereby incorporated by reference.

Item 7. Management's Discussion and Analysis of
        Financial Condition and Results of Operations

        Management's Discussion and Analysis of Financial Condition and
        Results of Operations is set forth in the "Financial Summary and
        Analysis" on Pages 13 through 18 of the registrant's annual
        report for the fiscal year ended September 30, 1995 and is hereby
        incorporated by reference.

Item 8. Financial Statements and Supplementary Data

        Information with respect to this matter is set forth in the
        registrant's annual report for the fiscal year ended September
        30, 1995 (Financial Statements), as further set forth in the
        Index to Consolidated Financial Statements and Schedules (See
        Item 14) and is hereby incorporated by reference.

Item 9. Changes in and Disagreements on Accounting and Financial
        Disclosure

        The accounting firm of Coopers & Lybrand L.L.P. has been engaged
        since 1940.  There have been no disagreements on any matter of
        accounting principles or practices or financial statement
        disclosure.



Part III

Item 10.Directors and Executive Officers of the Registrant

        Information with respect to directors and executive officers,
        except for the information with respect to executive officers
        which appears in Part I of this report, is set forth under the
        caption "Election of Directors" on Pages 7 and 8 of the
        registrant's proxy statement dated December 4, 1995, which was
        filed with the Securities and Exchange Commission within 120
        days following the end of the registrant's fiscal year ended
        September 30, 1995, and is made a part hereof.

Item 11.Executive Compensation

        Information with respect to executive compensation is set forth
        under the caption "Executive Compensation" on Pages 9 through 12
        of the registrant's proxy statement dated December 4, 1995,
        which is made a part hereof.

Item 12.Security Ownership of Certain
        Beneficial Owners and Management

        Information with respect to security ownership of certain
        beneficial owners and management is set forth under the captions
        "Security Ownership of Principal Holders and Executive Officers"
        on Page 6 and "Election of Directors" on Pages 7 and 8 of the
        registrant's proxy statement dated December 4, 1995, which is
        made a part hereof.

Item 13.Certain Relationships and Related Transactions

        Information with respect to certain relationships and related
        transactions is set forth under the caption "Executive
        Compensation" on Page 10 of the registrant's proxy statement
        dated December 4, 1995, which is made a part hereof.


Part IV

Item 14.	
Exhibits, Financial Statement
Schedule, and Reports on Form 8-K

(a)  Index to Consolidated Financial Statements and Schedule
 
                                                      Reference
                                              Form 10-K       Annual Report
                                            Annual Report    to Shareholders
                                                 Page              Page

Data incorporated by reference to the 
registrant's annual report to shareholders
for the fiscal year ended September 30, 1995:
 
Statements of Consolidated Earnings (Loss)
for the years ended September 30, 1995,
1994 and 1993

Consolidated Balance Sheets
at September 30, 1995 and 1994

Statements of Consolidated Shareholders'
Equity for the years ended September 30,	
1995, 1994 and 1993                                

Statements of Consolidated
Cash Flows for the years ended
September 30, 1995, 1994 and 1993

Notes to Consolidated Financial Statements

Report of Independent Accountants

Financial Statement Schedule:

Report of Independent Accountants						

II.	Valuation and Qualifying Accounts					








Item 14 (Con't)
Exhibits, Financial Statement
Schedule, and Reports on Form 8-K (continued)

Financial statements and schedule other than those listed on the preceding
page are omitted for the reason that they are not applicable, are not
required, or the information is included in the financial statements or the
footnotes therein.

(b)There were no reports filed on form 8-K during the fourth quarter of
the fiscal year ended September 30, 1995.

(c)The following exhibits are filed as part of this report:
 
    (3)Articles of incorporation       Articles of incorporation are
       and by-laws                     set forth in the exhibits
                                       filed with Form 10-K for the
                                       fiscal year ended September
                                       30, 1977 and are hereby
                                       incorporated by reference.

                                       Two amendments to the Articles
                                       of incorporation effective
                                       January 14, 1981 are set forth
                                       in the exhibits filed with
                                       Form 10-K for the fiscal year
                                       ended September 30, 1981 and
                                       are hereby incorporated by
                                       reference.

                                       Two amendments to the Articles
                                       of incorporation effective
                                       January 11, 1984 are set forth
                                       in exhibits filed with Form
                                       10-K for the fiscal year ended
                                       September 30, 1984 and are
                                       hereby incorporated by reference.

                                       One amendment to the Articles
                                       of incorporation effective
                                       January 13, 1988 is set forth
                                       in exhibits filed with Form
                                       10-K for the fiscal year ended
                                       September 30, 1988 and is hereby
                                       incorporated by reference.
			
                                       By-laws as amended through
                                       September 30, 1992 together
                                       with three amendments to the
                                       By-laws effective November 16,
                                       1993 are set forth in exhibits
                                       filed with Form 10-K for the
                                       fiscal year ended September 30,
                                       1993 and are hereby incorporated
                                       by reference.


Item 14 (Con't)
Exhibits, Financial Statement
Schedule, and Reports on Form 8-K (continued)

    (3)Articles of incorporation       One amendment to the by-laws
       and by-laws (continued)         effective June 22, 1994 is
                                       set forth in exhibits filed
                                       with Form 10-K for the fiscal
                                       year ended September 30, 1994
                                       and is hereby incorporated
                                       by reference.

                                       Three amendments to the by-
                                       laws effective January 11,
                                       1995, March 29, 1995 and June
                                       28, 1995 are filed herewith.
	
    (4)Instruments defining the        Instruments with respect to
       rights of security holders,     long-term debt and the ESOP
       including indentures            debt guarantee are not being
                                       filed as they do not
                                       individually exceed 10
                                       percent of the registrant's
                                       assets.  The registrant agrees
                                       to furnish a copy of each such
                                       instrument to the Commission
                                       upon request.

	
    (13)Annual report to shareholders  Except to the extent
        for the fiscal year ended      specifically incorporated
        September 30, 1995             herein by reference, said
                                       report is furnished solely
                                       for the information of the
                                       Commission and is not deemed
                                       "filed" as part of this
                                       report.

    (21)Subsidiaries of the registrant Information with respect to
                                       subsidiary operations is filed
                                       as an exhibit hereto.






SIGNATURES
This report has been prepared in accordance with the rules and regulations
of the Securities and Exchange Commission and the financial statements
referenced herein have been prepared in accordance with such rules and
regulations and with generally accepted accounting principles, by officers
and worker members of Woodward Governor Company.  This has been done under
the general supervision of Vern H. Cassens, Senior Vice President and
Treasurer and Chief Financial Officer.  The consolidated financial
statements have been audited by Coopers & Lybrand L.L.P.,  independent
accountants, as indicated in their report in the annual report to
shareholders for the fiscal year ended September 30, 1995.

This report contains much detailed information of which the various
signatories cannot and do not have independent personal knowledge.  The
signatories believe, however, that the preparation and review processes
summarized above are such as to afford reasonable assurance of compliance
with applicable requirements.

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.

       Woodward Governor Company
           (Registrant)
            Name

       /s/ John A. Halbrook                    Director, Chairman of
       John A. Halbrook                        the Board and Chief
                                               Executive Officer
 
       /s/ Vern H. Cassens                     Director, Senior Vice
       Vern H. Cassens                         President and Treasurer
                                               and Chief Financial and
       Date 12/21/95                           Accounting Officer
					
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:
          Signature               Title                    Date

     /s/ J. Grant Beadle         Director
     J. Grant Beadle

     /s/ Carl J. Dargene         Director                12/19/95
     Carl J. Dargene

     /s/ Lawrence E. Gloyd       Director                12/19/95
     Lawrence E. Gloyd

     /s/ Thomas W. Heenan        Director                12/20/95
     Thomas W. Heenan
 
     /s/ J. Peter Jeffery        Director
     J. Peter Jeffrey

     /s/ Mark Leum               Director                12/21/95
     Mark Leum

     /s/ Michael T. Yonker       Director                12/20/95
     Michael T. Yonker



INDEPENDENT ACCOUNTANTS





Shareholder and Worker Members
Woodward Governor Company


Our report on the consolidated financial statements of Woodward Governor
Company and Subsidiaries has been incorporated by reference in this Form
10-K from Page 30 of the 1995 Annual Report to Shareholders and Worker
Members of Woodward Governor Company and Subsidiaries.  In connection with
our audits of such financial statements, we have also audited the related
financial statement schedule listed in the index on Page 11 of this Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be
included therein.




COOPERS & LYBRAND L.L.P.




Rockford, Illinois
November 13, 1995




WOODWARD GOVERNOR COMPANY AND SUBSIDIARIES
SCHEDULE II -VALUATION AND QUALIFYING ACCOUNTS
for the years ended September 30, 1995, 1994 and 1993
(In thousands of dollars)


    Col. A               Col. B          Col. C              Col. D   Col. E

                                        Additions
                       Balance at  Charged to Charged to               Balance
                       Beginning   Costs and     Other                  at End
DESCRIPTION             of Year    Expenses    Accounts(B) Deduction(A) of Year

1995:
  Allowance for
    Doubtful accounts    $3,021     $2,192        $32           $640     $4,605

1994:
  Allowance for
    Doubtful accounts    $1,989       $977       $218           $163     $3,021

1993:
  Allowance for
    Doubtful accounts    $2,316       $455       $127           $909     $1,989



NOTE:
  (A)  Represents accounts written off during the year with overseas currency
         translation adjustments increasing the deduction from reserves by $84
         in 1993 and decreasing the deduction from reserves by $80 in 1995 and
         $71 in 1994.

  (B)  Recovery of accounts previously written off.