EXHIBIT 5.1

August 15, 1996


Woodward Governor Company
5001 North Second Street
Rockford, Illinois 61125-7001

Re:  Woodward Governor Company
     Form S-8 Registration Statement
     (1934 Act File No. 0-8408)

Gentlemen:

We have acted as counsel for Woodward Governor Company (the 
"Company") in connection with the registration statement on Form 
S-8 (the "Registration Statement") of the Company which is being 
filed with the Securities and Exchange Commission on August 19, 
1996 covering up to 200,000 shares of the Company's Common Stock, 
$.0625 par value (the "Common Stock"), issuable to eligible 
participants in the Company's 1996 Long-Term Incentive 
Compensation Plan (the "Plan").

As such counsel, we have examined the Certificate of 
Incorporation and Bylaws of the Company, the Plan, the 
Registration Statement and such other corporate documents and 
records and have made such other inquiries as we have deemed 
necessary or advisable in order to enable us to render the 
opinions hereinafter set forth.

The Plan provides that shares of Common Stock issuable to 
participants in the Plan may be authorized but unissued shares of 
Common Stock or issued shares of Common Stock held in the 
Treasury.

Based on the foregoing, we are of the opinion that:

1.  When authorized but unissued shares of Common Stock issuable 
to participants in the Plan have been issued, sold and delivered 
pursuant to and as provided by the Plan, such shares of Common 
Stock will be legally issued, fully paid and nonassessable.

2.  The shares of Common Stock issued as of the date hereof which 
will be deliverable to participants in the Plan have been duly 
authorized and are legally issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to 
the Registration Statement.

Respectfully submitted,

/s/Chapman and Cutler

TTOMeara