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Exhibit 23
Consent of Independent Accountants

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File No. 333-10409) of Woodward Governor Company of our
report dated October 31, 2002 relating to the consolidated financial statements,
which appears in the Annual Report to Shareholders, which is incorporated in
this Annual Report on Form 10-K. We also consent to the incorporation by
reference of our report dated October 31, 2002 relating to the financial
statement schedule, which appears in this Form 10-K.



PricewaterhouseCoopers LLP
Chicago, Illinois
December 6, 2002