CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration 
statement of Woodward Governor Company and Subsidiaries on Form S-8 (File 
No. 333-104-09) of our report dated November 12, 1996, on our audits of 
the consolidated financial statements and financial statement schedule of 
Woodward Governor Company and Subsidiaries as of September 30, 1996 and 
1995, and for the years then ended September 30, 1996, 1995 and 1994, 
which report is incorporated by reference in this Annual Report on Form 
10-K.


Coopers & Lybrand L.L.P.
Chicago, Illinois
December 19, 1996