Exhibit 18
Letter regarding change in accounting principle


The Board of Directors
Woodward Governor Company

We are providing this letter to you for inclusion as an
exhibit to your Form 10-K filing pursuant to Item 601 of
Regulation S-K.

We have read management's justification for the change in
accounting from the declining-balance method of depreciating
property, plant and equipment to the straight-line method of
depreciation for property, plant and equipment acquired after
September 30, 1998, contained in the financial statement
section of the  Company's Form 10-K for the year ended
September 30, 1998.  Based on our reading of the data and
discussions with Company officials about the business
judgment and business planning factors relating to the
change, we believe management's justification to be
reasonable.  Accordingly, in reliance on management's
determination as regards elements of business judgment and
business planning, we concur that the newly adopted
accounting principle described above is preferable in the
Company's circumstances to the method previously applied.

We have not audited any financial statements of Woodward
Governor Company as of any date or for any period subsequent
to September 30, 1998; accordingly, our comments are subject
to revision on completion of an audit of the September 30,
1999 financial statements that will include the accounting
change.


PricewaterhouseCoopers LLP

Chicago, Illinois
December 23, 1998