RESOLUTION
WOODWARD GOVERNOR COMPANY
BOARD OF DIRECTORS


		WHEREAS, the number of directors of the Company 
constituting the whole Board of Directors of the Company 
presently is nine, consisting of three Class I directors, 
three Class II directors, and three Class III directors;

		WHEREAS, the retirement of Mark E. Leum has reduced the 
number of Class III directors presently holding office from 
three to two, and the Board of Directors of the Company 
desires to reduce the total number of authorized directors 
from nine to eight until such time as a qualified candidate 
has been selected to fill the vacancy caused by the 
retirement of Mark E. Leum;

		NOW, THEREFORE, BE IT AND IT IS HEREBY RESOLVED,  that 
the second sentence of Section 3.2 of Article III of the 
Bylaws of the Company is amended to read as follows:

		  "The number of directors which shall constitute
		  the whole Board of Directors shall be eight, 
		  consisting of three Class I directors, three
		  Class II directors, and two Class III directors."