CERTIFICATE OF DESIGNATIONS

OF

SERIES A PREFERRED STOCK

OF

WOODWARD GOVERNOR COMPANY

(Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware)

Woodward Governor Company, a corporation organized 
and existing under the General Corporation Law of the 
State of Delaware (hereinafter referred to as the 
"Corporation"), hereby certifies that the following
resolution was adopted by the Board of Directors of the 
Corporation (hereinafter referred to as the "Board of 
Directors") pursuant to Section 151(g) of the General 
Corporation Law of the State of Delaware at a meeting 
of the Board of Directors held on January 17, 1996:

RESOLVED, that pursuant to the authority granted to 
and vested in the Board of Directors in accordance with 
the provisions of the Certificate of Incorporation of 
the Corporation, the Board of Directors hereby creates 
a series of the Preferred Stock, par value $.01 per 
share (hereinafter referred to as the "Preferred
Stock"), of the Corporation and hereby states the
designation and number of shares, and fixes the 
relative rights, preferences and limitations thereof as 
follows:

SERIES A PREFERRED STOCK:

	Section 1.	Designation and Amount. The shares of 
such series shall be designated as "Series A Preferred
Stock" (hereinafter referred to as the "Series A
Preferred Stock") and the number of shares constituting
the Series A Preferred Stock shall be 250,000.  Such 
number of shares may be increased or decreased by 
resolution of the Board of Directors; provided, 
however, that no decrease shall reduce the number of 
shares of Series A Preferred Stock to a number less 
than the number of shares then outstanding plus the 
number of shares reserved for issuance upon the 
exercise of outstanding options, rights or warrants or 
upon the conversion of any outstanding securities 
issued by the Corporation convertible into Series A 
Preferred Stock.

	Section 2.	Dividends and Distributions.  (A)  
Subject to the rights of the holders of any shares of 
any series of Preferred Stock (or any similar stock) 
ranking prior and superior to the Series A Preferred 
Stock with respect to dividends, the holders of shares


of Series A Preferred Stock, in preference to the 
holders of Common Stock, par value $.0625 per share 
(hereinafter referred to as the "Common Stock"), of the
Corporation, and of any other junior stock, shall be 
entitled to receive, when, as and if declared by the 
Board of Directors out of funds legally available for 
the purpose, quarterly dividends payable in cash on the 
first day of March, June, September and December in 
each year (each such date being referred to herein as a 
"Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first 
issuance of a share or fraction of a share of Series A 
Preferred Stock, in an amount per share (rounded to the 
nearest cent) equal to the greater of (a) $1.00 or (b) 
subject to the provision for adjustment hereinafter set 
forth, 100 times the aggregate per share amount of all 
cash dividends, and 100 times the aggregate per share 
amount (payable in kind) of all non-cash dividends or 
other distributions, other than a dividend payable in 
shares of Common Stock or a subdivision of the 
outstanding shares of Common Stock (by reclassification 
or otherwise), declared on the Common Stock since  the 
immediately preceding Quarterly Dividend Payment Date 
or, with respect to the first Quarterly Dividend 
Payment Date, since the first issuance of any share or 
fraction of a share of Series A Preferred Stock.  In 
the event the Corporation shall at any time declare or 
pay any dividend on the Common Stock payable in shares 
of Common Stock, or effect a subdivision or combination 
or consolidation of the outstanding shares of Common 
Stock (by reclassification or otherwise than by payment 
of a dividend in shares of Common Stock) into a greater 
or lesser number of shares of Common Stock, then in 
each such case the amount to which holders of shares of 
Series A Preferred Stock were entitled immediately 
prior to such event under clause (b) of the preceding 
sentence shall be adjusted by multiplying such amount 
by a fraction, the numerator of which is the number of 
shares of Common Stock outstanding immediately after 
such event and the denominator of which is the number 
of shares of Common Stock that were outstanding 
immediately prior to such event.

	(B)	The Corporation shall declare a dividend or 
distribution on the Series A Preferred Stock as 
provided in paragraph (A) of this Section immediately 
after it declares a dividend or distribution on the 
Common Stock (other than a dividend payable in shares 
of Common Stock); provided that, in the event no 
dividend or distribution shall have been declared on 
the Common Stock during the period between any 
Quarterly Dividend Payment Date and the next subsequent 
Quarterly Dividend Payment Date, a dividend of $1.00 
per share on the Series A Preferred Stock shall 
nevertheless be payable on such subsequent Quarterly 
Dividend Payment Date.

	(C)	Dividends shall begin to accrue and be 
cumulative on outstanding shares of Series A Preferred 
Stock from the Quarterly Dividend Payment Date next 
preceding the date of issue of such shares, unless the 
date of issue of such shares is prior to the record 
date for the first Quarterly Dividend Payment Date, in 
which case dividends on such shares shall begin to 
accrue from the date of issue of such shares, or unless 
the date of issue is a Quarterly Dividend Payment Date 
or is a date after the record date for the 
determination of holders of shares of Series A 
Preferred Stock entitled to receive a quarterly 
dividend and before such Quarterly Dividend Payment 
Date, in either of which events such dividends shall 
begin to accrue and be cumulative from such Quarterly 
Dividend Payment Date.  Accrued but unpaid dividends 
shall not bear interest.  Dividends paid on the shares 
of Series A Preferred Stock in an amount less than the 
total amount of such dividends at the time accrued and


payable on such shares shall be allocated pro rata on a 
share-by-share basis among all such shares at the time 
outstanding.  The Board of Directors may fix a record 
date for the determination of holders of shares of 
Series A Preferred Stock entitled to receive payment of 
a dividend or distribution declared thereon, which 
record date shall be not more than 60 days prior to the 
date fixed for the payment thereof.

	Section 3.	Voting Rights.  The holders of shares 
of Series A Preferred Stock shall have the following 
voting rights:
  
	(A)	Subject to the provision for adjustment 
hereinafter set forth, each share of Series A 
Preferred Stock shall entitle the holder thereof 
to 100 votes on all matters submitted to a vote of 
the stockholders of the Corporation.  In the event 
the Corporation shall at any time declare or pay 
any dividend on the Common Stock payable in shares 
of Common Stock, or effect a subdivision or 
combination or consolidation of the outstanding 
shares of Common Stock (by reclassification or 
otherwise than by payment of a dividend in shares 
of Common Stock) into a greater or lesser number 
of shares of Common Stock, then in each such case 
the number of votes per share to which holders of 
shares of Series A Preferred Stock were entitled 
immediately prior to such event shall be adjusted 
by multiplying such number by a fraction, the 
numerator of which is the number of shares of 
Common Stock outstanding immediately after such 
event and the denominator of which is the number 
of shares of Common Stock that were outstanding 
immediately prior to such event.

	(B)	Except as otherwise provided herein, in 
any other Certificate of Designations creating a 
series of Preferred Stock or any similar stock, or 
by law, the holders of shares of Series A 
Preferred Stock and the holders of shares of 
Common Stock and any other capital stock of the 
Corporation having general voting rights shall 
vote together as one class on all matters 
submitted to a vote of stockholders of the 
Corporation.

	(C)	Except as set forth herein, or as 
otherwise provided by law, holders of Series A 
Preferred Stock shall have no special voting 
rights and their consent shall not be required 
(except to the extent they are entitled to vote 
with holders of Common Stock as set forth herein) 
for the taking of any corporate action.

	Section 4.	Certain Restrictions.  (A)  Whenever 
quarterly dividends or other dividends or distributions 
payable on the Series A Preferred Stock as provided in 
Section 2 are in arrears, thereafter and until all 
accrued and unpaid dividends and distributions, whether 
or not declared, on shares of Series A Preferred Stock 
outstanding shall have been paid in full, the 
Corporation shall not:

	(i)	declare or pay dividends, or make any 
other distributions, on any shares of stock 
ranking junior (either as to dividends or upon 
liquidation, dissolution or winding up) to the 
Series A Preferred Stock;



	(ii)	declare or pay dividends, or make any 
other distributions, on any shares of stock 
ranking on a parity (either as to dividends or 
upon liquidation, dissolution or winding up) with 
the Series A Preferred Stock, except dividends 
paid ratably on the Series A Preferred Stock and 
all such parity stock on which dividends are 
payable or in arrears in proportion to the total 
amounts to which the holders of all such shares 
are then entitled;

	(iii)	redeem or purchase or otherwise acquire 
for consideration shares of any stock ranking 
junior (either as to dividends or upon 
liquidation, dissolution or winding up) to the 
Series A Preferred Stock, provided that the 
Corporation may at any time redeem, purchase or 
otherwise acquire shares of any such junior stock 
in exchange for shares of any stock of the 
Corporation ranking junior (either as to dividends 
or upon dissolution, liquidation or winding up) to 
the Series A Preferred Stock; or

	(iv)	redeem or purchase or otherwise acquire 
for consideration any shares of Series A Preferred 
Stock, or any shares of stock ranking on a parity 
with the Series A Preferred Stock, except in 
accordance with a purchase offer made in writing 
or by publication (as determined by the Board of 
Directors) to all holders of such shares upon such 
terms as the Board of Directors, after 
consideration of the respective annual dividend 
rates and other relative rights and preferences of 
the respective series and classes, shall determine 
in good faith will result in fair and equitable 
treatment among the respective series or classes.

	(B)	The Corporation shall not permit any 
subsidiary of the Corporation to purchase or otherwise 
acquire for consideration any shares of stock of the 
Corporation unless the Corporation could, under 
paragraph (A) of this Section 4, purchase or otherwise 
acquire such shares at such time and in such manner.

	Section 5.	Reacquired Shares.  Any shares of 
Series A Preferred Stock purchased or otherwise 
acquired by the Corporation in any manner whatsoever 
shall be retired and cancelled promptly after the 
acquisition thereof.  All such shares shall upon their 
cancellation become authorized but unissued shares of 
Preferred Stock and may be reissued as part of a new 
series of Preferred Stock subject to the conditions and 
restrictions on issuance set forth herein, in the 
Certificate of Incorporation or in any other 
Certificate of Designations creating a series of 
Preferred Stock or any similar stock or as otherwise 
required by law.

	Section 6.	Liquidation, Dissolution or Winding 
Up.  Upon any liquidation, dissolution or winding up of 
the Corporation, no distribution shall be made (1) to 
the holders of shares of stock ranking junior (either 
as to dividends or upon liquidation, dissolution or 
winding up) to the Series A Preferred Stock unless, 
prior thereto, the holders of shares of Series A 
Preferred Stock shall have received $100.00 per share, 
plus an amount equal to accrued and unpaid dividends 
and distributions thereon, whether or not declared, to 
the date of such payment, provided that the holders of 
shares of Series A Preferred Stock shall be entitled to 
receive an aggregate amount per share, subject to the


provision for adjustment hereinafter set forth, equal 
to 100 times the aggregate amount to be distributed per 
share to holders of shares of Common Stock, or (2) to 
the holders of shares of stock ranking on a parity 
(either as to dividends or upon liquidation, 
dissolution or winding up) with the Series A Preferred 
Stock, except distributions made ratably on the Series 
A Preferred Stock and all such parity stock in 
proportion to the total amounts to which the holders of 
all such shares are entitled upon such liquidation, 
dissolution or winding up.  In the event the 
Corporation shall at any time declare or pay any 
dividend on the Common Stock payable in shares of 
Common Stock, or effect a subdivision or combination or 
consolidation of the outstanding shares of Common Stock 
(by reclassification or otherwise than by payment of a 
dividend in shares of Common Stock) into a greater or 
lesser number of shares of Common Stock, then in each 
such case the aggregate amount to which holders of 
shares of Series A Preferred Stock were entitled 
immediately prior to such event under the proviso in 
clause (1) of the preceding sentence shall be adjusted 
by multiplying such amount by a fraction the numerator 
of which is the number of shares of Common Stock 
outstanding immediately after such event and the 
denominator of which is the number of shares of Common 
Stock that were outstanding immediately prior to such 
event.

        Section 7.      Consolidation, Merger, etc.  In case
the Corporation shall enter into any consolidation, 
merger, combination or other transaction in which the 
shares of Common Stock are exchanged for or changed 
into other stock or securities, cash and/or any other 
property, then in any such case each share of Series A 
Preferred Stock shall at the same time be similarly 
exchanged or changed into an amount per share, subject 
to the provision for adjustment hereinafter set forth, 
equal to 100 times the aggregate amount of stock, 
securities, cash and/or any other property (payable in 
kind), as the case may be, into which or for which each 
share of Common Stock is changed or exchanged.  In the 
event the Corporation shall at any time declare or pay 
any dividend on the Common Stock payable in shares of 
Common Stock, or effect a subdivision or combination or 
consolidation of the outstanding shares of Common Stock 
(by reclassification or otherwise than by payment of a 
dividend in shares of Common Stock) into a greater or 
lesser number of shares of Common Stock, then in each 
such case the amount set forth in the preceding 
sentence with respect to the exchange or change of 
shares of Series A Preferred Stock shall be adjusted by 
multiplying such amount by a fraction, the numerator of 
which is the number of shares of Common Stock 
outstanding immediately after such event and the 
denominator of which is the number of shares of Common 
Stock that were outstanding immediately prior to such 
event.

	Section 8.	No Redemption.  The shares of Series A 
Preferred Stock shall not be redeemable.

	Section 9.	Rank.  The Series A Preferred Stock 
shall rank, with respect to the payment of dividends 
and the distribution of assets, junior to all series of 
any other class of the Preferred Stock of the 
Corporation.

	Section 10.	Amendment.  The Certificate of 
Incorporation of the Corporation shall not be amended 
in any manner which would materially alter or change 
the powers, preferences or special rights of the Series 
A Preferred Stock so as to affect them adversely


without the affirmative vote of the holders of at least 
two-thirds of the outstanding shares of Series A 
Preferred Stock, voting together as a single class.


IN WITNESS WHEREOF, this Certificate of Designations 
is executed on behalf of the Corporation by its 
Chairman of the Board and attested by its Secretary 
this 17th day of January, 1996, who do hereby affirm, 
under penalties of perjury, that the foregoing 
Certificate of Designations is the act and deed of the 
Corporation and that the facts stated therein are true.

WOODWARD GOVERNOR COMPANY



By    /S/ JOHN A. HALBROOK
   John A. Halbrook, Chairman,
   Chief Executive Officer and
   President

Attest:



By   /S/ CAROL J. MANNING       
    Carol J. Manning, Secretary