CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
WOODWARD GOVERNOR COMPANY



	Pursuant to Section 242 of the General Corporation Law 
of the State of Delaware, WOODWARD GOVERNOR COMPANY, a 
corporation organized and existing under and by virtue of 
the provisions of the General Corporation Law of the State 
of Delaware (hereinafter referred to as the "Corporation"), 
does hereby certify:

		(1)  That the original Certificate of 	
	Incorporation of the Corporation was
	filed in the Office of the Secretary of State of 	
	Delaware on November 18, 1976.

		(2)  That at the regular meeting of the Board of 	
	Directors of the Corporation held on November 19, 1996,
	resolutions were duly adopted settingforth a proposed
	amendment to the Certificate of Incorporation of the
	Corporation, declaring the amendment to be advisable,
	and directing that the proposed amendment be considered at
	the next annual meeting of the stockholders of the 	
	Corporation.

		(3)  That the resolutions of the Board of 	
	Directors of the Corporation setting forth the 	
	proposed amendment to the Certificate of 	
	Incorporation of the Corporation are as follows:


		RESOLVED, that it is hereby declared advisable by 
	the Board of Directors of the Corporation, that Article 
	FOURTH of the Certificate of Incorporation of the 
	Corporation be amended to read as follows:

		"FOURTH.  The total number of shares of all 	
		classes of stock which the Corporation shall 
		have authority to issue is 60,000,000, of 	
		which 50,000,000 shares shall be Common Stock 
		with a par value of $0.00875 per share, and 	
		10,000,000 shares shall be Preferred Stock 	
		with a par value of $0.003 per share.




		The Preferred Stock may be issued from time 
		to time in one or more series, with each such 
		series to consist of such number of shares 	
		and to have such voting powers (whether less 
		than, equal to or greater than one vote per 	
		share), or limited voting powers or no voting 
		powers, and such designations, preferences 	
		and relative, participating, optional or 	
		other special rights, and qualifications, 	
		limitations or restrictions thereof, as shall 
		be stated in the resolution or resolutions 	
		providing for the issue of such series 		
		adopted by the Board of Directors, and the 	
		Board of Directors is expressly vested with 	
		authority to the full extent now or hereafter 
		provided by law, to adopt any such resolution 
		or resolutions.  The number of authorized 	
		shares of Preferred Stock may be increased or 
		decreased (but not below the number of shares 
		then outstanding) by the affirmative vote of 
		the holders of two-thirds of the outstanding 
		shares of Common Stock without a vote of the 
		holders of the shares of Preferred Stock, or 
		of any series thereof, unless a vote of any 	
		such holders is required pursuant to the 	
		resolution or resolutions of the Board of 	
		Directors providing for the issue of the 	
		series of Preferred Stock."

		RESOLVED FURTHER, that upon this amendment to the 
	Certificate of Incorporation of the Corporation 
	becoming effective pursuant to the provisions of the 
	General Corporation Law of the State of Delaware,

		(a)  The total number of shares of Common 
	Stock which the Corporation is authorized to issue 
	shall be changed from 7,000,000 shares of Common 
	Stock with a par value of $0.0625 per share to 
	50,000,000 shares of Common Stock with a par value 
	of $0.00875 per share;

		(b)  Each issued share of Common Stock of the 
	Corporation with a par value of $0.0625 per share 
	(including shares held in the treasury of the 
	Corporation) shall be changed into four issued 
	shares of Common Stock of the Corporation with a 
	par value of $0.00875 per share authorized by this 
	amendment;

		(c)  Each certificate representing issued 
	shares of Common Stock of the Corporation with a 
	par value of $0.0625 per share shall be deemed to 
	represent the same number of shares of Common 
	Stock of the Corporation with a par value of 
	$0.00875 per share authorized by this amendment; 
	and



		(d)  Each holder of record of a certificate 
	representing shares of Common Stock of the 
	Corporation with a par value of $0.0625 per share 
	shall be entitled to receive as soon as 
	practicable without surrender of such certificate 
	a certificate representing three additional shares 
	of common Stock of the Corporation of the par 
	value of $0.00875 per share authorized by this 
	amendment for each share of Common Stock 
	represented by the certificate of such holder 
	immediately prior to this amendment becoming 
	effective.

		RESOLVED FURTHER, that the above and foregoing 
	proposed amendment to the Certificate of Incorporation 
	of the Corporation shall not result in any change in 
	the capital of the Corporation as determined pursuant 
	to the General Corporation Law of the State of 
	Delaware.

		RESOLVED FURTHER, that the above and foregoing 
	proposed amendment to the Certificate of Incorporation 
	of the Corporation shall not result in any change in 
	the paid-in capital of the Corporation as determined 
	pursuant to the Illinois Business Corporation Act. 

		(4)  That thereafter, pursuant to the resolutions
 	of the Board of Directors of the Corporation, the stock-
	holders of the Corporation at the annual meeting of the
	Corporation held on Wednesday, January 8, 1997, duly adopted
	said amendments by the affirmative vote of the holders of in
	excess of two-thirds of the outstanding shares of Common Stock
	of the Corporation entitled to vote thereon.

		(5)  That said amendment was duly adopted in accordance
	 with the provisions of Section 242 of the General Corporation
	 law of the State of Delaware.

		(6)  That said amendment to the Certificate of
	 Incorporation shall become effective at the close of business
	 on January 23, 1997, at 5:01 P.M. Eastern Standard Time.



		IN WITNESS WHEREOF, WOODWARD GOVERNOR COMPANY has 
	caused this Certificate of Amendment to be executed by 
	John A. Halbrook, its Chairman of the Board and Chief 
	Executive Officer, and has caused its corporate seal to 
	be hereunto affixed and attested by Carol J. Manning, 
	its Secretary, this 8th day of January, 1997.

					WOODWARD GOVERNOR COMPANY 


												
					By________________________________
					  John A. Halbrook Chairman of the 
					  Board and Chief Executive Officer


(Corporate Seal)

Attest:


________________________________
Carol J. Manning, Secretary	



WOODWARD GOVERNOR COMPANY
BOARD OF DIRECTORS
RESOLUTION TO INCORPORATE THE COMPANY'S
DIRECTOR SHARE OWNERSHIP GUIDELINE




	RESOLVED, that Section 3.4 of the Bylaws of the 
Corporation is hereby amended and restated in its entirety 
to read as follows:

	SECTION 3.4.  QUALIFICATIONS.

Unless otherwise determined by the Board of Directors, 
the term of any director shall end on September 30th 
next following said director's seventieth birthday.  
No person may serve as a director unless such person 
agrees in writing that in connection with such service 
he or she will be guided by the philosophy and concepts 
of human and industrial association of the corporation 
as expressed in its Constitution.