SECURITIES AND EXCHANGE COMMISSION

	Washington, D.C. 20549


	FORM 8-K

CURRENT REPORT

	PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934


	Date of Report (Date of earliest event reported):  June 1, 1998 
 

	              WOODWARD GOVERNOR COMPANY               
	(Exact name of registrant as specified in its charter)


Commission File #0-8408


            Delaware                                 36-1984010     
______ 
(State or other jurisdiction of       (IRS Employer Identification No.)
incorporation or organization)


5001 North Second Street, Rockford, Illinois 61125-7001
	(Address of principal executive offices)
	

Registrant's telephone number - (815) 877-7441




Item 5.  Other Events
	
On June 1, 1998, Woodward Governor Company (the Company) and 
Textron Inc. (Textron) announced that a definitive agreement has 
been signed under which the Company will acquire Fuel Systems 
Textron Inc. (FST), a subsidiary of Textron, for $160 million in 
cash.  The transaction, which is subject to the Hart-Scott-Rodino 
Act, is expected to be completed by the end of June 1998.

FST is a leading designer, developer, and manufacturer of fuel 
injection nozzles, spray manifolds, and fuel metering and 
distribution valves for gas turbine engines in the aircraft 
(commercial and military) and industrial markets, and also 
provides commercial repair and overhaul services.  FST's 
facilities are located in Zeeland, MI, Harvard, IL, and 
Greenville, SC and employs over 440 people.  Total 1997 revenues 
approximated $82 million.

The Company plans to finance this acquisition with a bank line of 
credit facility.  The transaction is expected to have a minimal 
impact on fiscal 1998 results and be non-dilutive to fiscal 1999 
earnings per share.

The Company's press release dated June 1, 1998 regarding the 
pending transaction is attached as an Exhibit.

This report and the attached Exhibit contain forward-looking 
statements reflecting management's current expectations concerning 
the pending acquisition's impact on financial results and earnings 
per share, the possibility of new products, and the potential for 
further revenue growth. These statements involve risks and 
uncertainty.  Actual future results and trends may differ 
materially depending on a variety of factors, including the volume 
and timing of orders, the impact of acquisition transition and 
integration efforts, and changes in pricing, product demand, 
competition, product life cycles and business cycles.  All of 
these matters are difficult to forecast.

Item 7.  Financial Statements and Exhibits

(c)  Exhibit 99 - Press Release dated June 1, 1998



SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on 
its behalf by the undersigned hereunto duly authorized.


		WOODWARD GOVERNOR COMPANY

June 2, 1998 	                         
					 Stephen P. Carter, Vice 
                                         President, Chief Financial
					 Officer and Treasurer