EXHIBIT 23.2



CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in the registration 
statement of Woodward Governor Company on Form S-8 of our report 
dated November 13, 1995, on our audits of the consolidated 
financial statements and financial statement schedules of 
Woodward Governor Company as of September 30, 1995 and 1994, and 
for the years ended September 30, 1995, 1994 and 1993, which 
report is incorporated herein by reference.



/s/Coopers & Lybrand L.L.P.

Rockford, Illinois
August 19, 1996