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 8, 1997, on our audits of the 
consolidated financial statements and financial statement schedule of 
Woodward Governor Company and Subsidiaries as of September 30, 1997 and 
1996, and for the years ended September 30, 1997, 1996 and 1995, which 
report is incorporated by reference in this Annual Report on Form 10-K.


Coopers & Lybrand L.L.P.
Chicago, Illinois
December 23, 1997





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 October 17, 1997, on our audit of the financial statements
of GENXON(tm) Power Systems, L.L.C. as of September 30, 1997 and for the
year then ended, which report is incorporated by reference in this Annual
Report on Form 10-K.



Coopers & Lybrand L.L.P.
San Jose, California
December 23, 1997