AMENDMENTS TO BYLAWS
OF WOODWARD GOVERNOR COMPANY

RESOLVED, that Section 4.1 of the ByLaws of the Corporation is hereby amended
and restated in its entirety to read as follows:

SECTION 4.1.  COMMITTEES OF THE BOARD OF DIRECTORS.

The Board of Directors shall designate an Executive Committee, an Audit
Committee, a Compensation Committee, a Selection Committee, a Management
Operations Committee, and a Stock Option Committee, each of which shall have
and may exercise the powers and authority of the Board of Directors to the
extent hereinafter provided.  The Board of Directors may designate one or more
additional committees of the Board of Directors with such powers and authority
and shall be specified in the resolution of the Board of Directors.  Each
committee shall consist of such number of directors not less than two as shall
be determined from time to time by resolution of the Board of Directors.  The
Chairman of the Board of Directors shall be ex-officio a member of all
committees of the Board of Directors other than the Audit Committee and the
Stock Option Committee, and he shall be chairman of the Executive Committee.
All actions of the Board of Directors designating committees, or electing or
removing members of such committees, shall be taken by a resolution passed by
a majority of the whole Board of Directors.  Each committee shall keep a
written record of all action taken by it.  All action taken by a committee
shall be reported to the Board of Directors at its meeting next succeeding
such action and shall be subject to approval and revision by the Board
of Directors, provided that no legal rights of third parties shall be affected
by such revisions and in no event shall the Board of Directors take any action
with respect to the Stock Option Committee which would cause the 1996 Long Term
Incentive Compensation Plan as amended from time to time (the "Long Term
Incentive Plan") to fail to comply with Rule 16b-3 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") or cause the members of the Stock
Option Committee not to qualify as "disinterested persons" under said Rule
16b-3.

RESOLVED FURTHER, that the ByLaws of the Corporation are hereby amended by
adding the following new Section 4.9 thereto immediately following Section 4.8:

SECTION 4.9.  STOCK OPTION COMMITTEE.

The Stock Option Committee shall have the power to administer the Corporation's
Long Term Incentive Plan in accordance with the terms of the Long Term 
Incentive Plan, and to make all determinations and to take all such action in 
connection therewith or in relation thereto as it deems necessary or 
advisable, including the granting of all incentives to eligible worker 
members in accordance with the terms of the Long Term Incentive Plan.



AMENDMENT TO BYLAWS OF WOODWARD GOVERNOR COMPANY

RESOLVED FURTHER, that the first sentence of Section 2.3 of the ByLaws of the 
Corporation is amended and restated in its entirety to read as follows:

Each stockholder entitled to vote in accordance with the terms 
of the Certificate of Incorporation and in accordance with the 
provisions of these bylaws shall, except as otherwise provided 
by the Certificate of Incorporation, be entitled to one vote, in 
person or by proxy, for each share of stock entitled to vote 
held by such stockholder, but no proxy shall be voted after 
three years from its date unless such proxy provides for a 
longer period.