S-8

Commission File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

WOODWARD GOVERNOR COMPANY
(Exact name of Registrant as specified in its charter)
	Delaware		36-1984010
	(State or other jurisdiction of		(I.R.S. Employer
	incorporation or organization)		Identification No.)
5001 North Second Street
Rockford, Illinois  61125-7001
(815) 877-7441
(Address, including zip code, and telephone number, including area code, 
of Registrant's principal executive offices)
1996 LONG-TERM INCENTIVE
COMPENSATION PLAN
(Full title of the plan)

John A. Halbrook
Chairman and Chief Executive Officer
5001 North Second Street
Rockford, Illinois  61125-7001
(815) 877-7441
(Name, address and telephone number, including area code, of agent for 
service)

Copies of Communications to:
Stathy Darcy
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois  60603
(312) 845-3000



CALCULATION OF REGISTRATION FEE


											
Title of securities to	Amount to be	Proposed maximum	Proposed maximum	Amount of
be registered		registered	offering price per		aggregate offering	registration fee
					share(1)	price

Common stock,
$.0625 par value		200,000 Shares	$89.125			$17,825,000		$6,147




Estimated pursuant to Rule 457 of the General Rules and Regulations under the 
Securities Act of 1933 solely for the purpose of computing the 
registration fee.
PART II 	INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Certain Documents by Reference
The documents listed below which have been filed with the Securities and 
Exchange Commission (the "Commission") by Woodward Governor Company (the 
"Company") pursuant to the Securities Exchange Act of 1934, as amended (the 
"Exchange Act") are incorporated herein by reference to the extent not 
modified or superseded by documents subsequently filed or furnished:
	(a)	The Company's Annual Report on Form 10-K for the fiscal year 
ended September 30, 1995;
	(b)	The Company's Quarterly Reports on Form 10-Q for the periods 
ended December 31, 1995, March 31, 1996 and June 30, 1996.
	(c)	The Company's Current Report on Form 8-K filed on 
January 22, 1996; and
	(d)	Description of the Common Stock of the Company contained in 
the Registrant's Form A-2 (File No. 2-4446) filed with the Commission on 
June 28, 1940.
All documents subsequently filed by the Company pursuant to 
Sections 13(a) and (c), 14 and 15(d) of the Exchange Act, prior to the filing 
of a post-effective amendment which indicates that all securities offered 
hereby have been sold or which deregisters all such securities then remaining 
unsold, shall be deemed to be incorporated by reference into this Registration 
Statement and to be a part hereof from the date of filing such documents.
The Company undertakes to provide without charge to each person to whom 
a copy of the Prospectus relating to this Registration Statement has been 
delivered, upon the written or oral request of such person, a copy of any or 
all of the documents referred to above which have been or may be incorporated 
in such Prospectus by reference, other than exhibits to such documents.  
Requests for such copies should be directed to Woodward Governor Company, 5001 
North Second Street, Rockford, Illinois  61125-7001, Attention:  Carol J. 
Manning, Corporate Secretary (telephone:  815-877-7441).
Item 6.  Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law gives Delaware 
corporations the power to indemnify present and former officers and directors 
under certain circumstances.  The Certificate of Incorporation and Bylaws of 
the Company provide for indemnification by the Company of certain persons 
(including officers and directors) in connection with any action, suit or 
proceeding brought or threatened against such person by reason of his position 
with the Company or service at the request of the Company.  The Bylaws further 
provide that indemnification shall not be exclusive of any rights to which 
those indemnified may be entitled under any bylaw, agreement, vote of 
stockholders or disinterested directors or otherwise.
In addition, the Company maintains a directors' and officers' liability 
insurance policy to insure its liability under the above-described provision 
of its Certificate of Incorporation and to insure its individual directors and 
officers against certain obligations not covered by such provisions.
Item 8.  Exhibits
See List of Exhibits on page II-6 hereof.
Item 9.  Undertakings
	(a)	The Registrant hereby undertakes:
	(1)	To file, during any period in which offers or sales are 
being made, a post-effective amendment to this Registration Statement;
	(i)	To include any prospectus required by Section 10(a)(3) 
of the Securities Act of 1933, as amended (the "Securities Act");
	(ii)	To reflect in the prospectus any facts or events 
arising after the effective date of the Registration Statement (or 
the most recent post-effective amendment thereof) which, 
individually or in the aggregate, represent a fundamental change 
in the information set forth in the Registration Statement;
	(iii)	To include any material information with respect to 
the plan of distribution not previously disclosed in the 
Registration Statement or any material change to such information 
in the Registration Statement;
	Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not 
apply if the information required to be included in a post-effective amendment 
by those paragraphs is contained in periodic reports filed by the Registrant 
pursuant to Section 13 or Section 15(d) of the Exchange Act that are 
incorporated by reference in the Registration Statement.
	(2)	That, for the purpose of determining any liability under the 
Securities Act, each such post-effective amendment shall be deemed to be 
a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be 
the initial bona fide offering thereof.
	(3)	To remove from registration by means of a post-effective 
amendment any of the securities being registered which remain unsold at 
the termination of the offering.
	(b)	The Registrant hereby undertakes that, for the purpose of 
determining any liability under the Securities Act, each filing of the 
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 
Exchange Act (and, where applicable, each filing of an employee benefit plan's 
annual report pursuant to Section 15(d) of the Exchange Act) that is 
incorporated by reference in the Registration Statement shall be deemed to be 
a new registration statement relating to the securities offered therein, and 
the offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.
	(c)	Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the Commission such 
indemnification is against public policy as expressed in the Securities Act 
and is, therefore, unenforceable.  In the event that a claim for 
indemnification against such liabilities (other than the payment by the 
Registrant of expenses incurred or paid by a director, officer or controlling 
person of the Registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the Registrant will, unless 
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether 
such indemnification by it is against public policy as expressed in the 
Securities Act and will be governed by the final adjudication of such issue.



		
EXHIBIT	
NUMBER	DESCRIPTION	

   4.1		1996 Long-Term Incentive Compensation Plan

   4.2		Specimen Certificate (incorporated by reference from the
		Registrant's Form A-2 (File No. 2-4446) filed with the
		Commission on June 28, 1940)

   5.1		Opinion of counsel for the Registrant regarding the
		legality of the securities registered hereunder

  23.1          Consent of counsel for the Registrant (included in
		Exhibit 5.1 hereto)

  23.2          Consent of Coopers & Lybrand L.L.P.

  24.1          Power of Attorney

EX-4.1

EXHIBIT 4.1

WOODWARD GOVERNOR COMPANY
1996 LONG-TERM INCENTIVE COMPENSATION PLAN
(EFFECTIVE JANUARY 1, 1996)

The 1996 Long-Term Incentive Compensation Plan (the "Plan"), effective January
1, 1996, is established to further the long-term growth and profitability of 
the Woodward Governor Company (the "Company") by offering long-term incentives
in addition to current compensation to certain key management worker members 
of the Company and to provide such participating worker members with an equity 
position in the Company to further align their interests with those of the 
shareholders of the Company. It is believed that the Plan will stimulate such 
worker members' efforts on the Company's behalf, will tend to maintain and
strengthen their desire to remain with the Company, will be in the interest of 
the Company and its shareholders, and will encourage such worker members to 
have a greater personal financial investment in the Company through ownership 
of its Common Stock.
1.	Administration
The Plan shall be administered by the Stock Option Committee or any successor 
thereto of the Board of Directors of the Company (the "Committee") as shall be
determined by the Board of Directors. The Committee shall consist of not less 
than two members of the Board of Directors, each of whom shall qualify as a 
"disinterested person" to administer the Plan as contemplated by Rule 16b-3,
as amended, or other applicable rules under Section 16(b) of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act"). So long as the members
of the Compensation Committee of the Board of Directors qualify as 
"disinterested persons" as herein provided, the Compensation Committee may
also serve as the Stock Option Committee from time to time. The Committee is 
authorized, subject to the provisions of the Plan, to establish such rules and 
regulations as it deems necessary for the proper administration of the Plan, 
and to make such determinations and to take such action in connection 
therewith or in relation to the Plan as it deems necessary or advisable, 
consistent with the Plan.
The Committee shall report to the Board of Directors of the Company the 
eligible participants and, in general terms, the terms and conditions of their 
participation.
2.	Eligibility
Key management worker members of the Company, its subsidiaries and its 
affiliates, whether or not directors of the Company, shall be eligible to 
participate in the Plan ("Eligible Worker Members") if designated by the
Committee. Those directors who are not regular worker members are not 
eligible.
3.	Incentives
Incentives under the Plan may be granted in any one or a combination of (a) 
Incentive Stock Options and (b) Nonqualified Stock Options (together 
"Incentives"). All Incentives shall be subject to the terms and conditions set
forth herein and to such other terms and conditions as may be established by 
the Committee. Determinations by the Committee under the Plan including 
without limitation, determinations of the Eligible Worker Members, the form, 
amount and timing of Incentives, the terms and provisions of Incentives, and 
the agreements evidencing Incentives, need not be uniform and may be made 
selectively among Eligible Worker Members who receive, or are eligible to 
receive, Incentives hereunder, whether or not such Eligible Worker Members are 
similarly situated. Incentives granted shall be based primarily upon the 
attainment of objective performance goals established in writing by the 
Committee and such other factors as the Committee deems appropriate. The 
performance goals may be expressed in terms of financial, operating, or other 
criteria as deemed appropriate. It is the intent of the Plan that the goals 
established by the Committee can be expected to result in current or future 
increase in shareholder value.
4.	Shares Available for Incentives
(a) 	Shares Subject to Issuance or Transfer. Subject to adjustment as 
provided in Section 4(b) hereof, there is hereby reserved for issuance 
under the Plan 200,000 shares of the Company's Common Stock ("Common
Stock"); provided, however, that the maximum number of shares available for
granting Incentives for the following periods shall be limited as set forth 
below:
	Period	Maximum Shares Available
01/01/96 TO 12/31/98	100,000
01/01/99 TO 12/31/01	100,000
 
The shares available for granting Incentives for any such period described 
above shall be increased by the number of shares to which options granted 
under the Plan during such period have lapsed, expired, terminated or been 
canceled for any reason, including by reason of the failure to obtain 
performance targets applicable thereto. Shares under this Plan may be 
delivered by the Company from its authorized but unissued shares of Common 
Stock or from Common Stock held in the Treasury.
(b) 	Maximum Shares to any Eligible Worker Member. Subject to adjustment as 
provided in Section 4(c) hereof, during the period from January 1, 1996 
through December 31, 2001, no Eligible Worker Member shall receive 
Incentives covering more than 80,000 shares of the Common Stock.
(c)	Recapitalization Adjustment. In the event of a reorganization, 
recapitalization, stock split, stock dividend, combination of shares, 
merger, consolidation, rights offering, or any other change in the 
corporate structure or shares of the Company, the Committee shall make such 
adjustment, if any, as it may deem appropriate in the number and kind of 
shares authorized by the Plan, in the number and kind of shares covered by 
Incentives granted, and in the option price.
5.	Stock Options
The Committee may grant options qualifying as Incentive Stock Options under 
the Internal Revenue Code of 1986, as amended, or any successor statute 
thereto (the "Code") and Nonqualified Stock Options (collectively "Stock
Options"). Such Stock Options shall be subject to the following terms and
conditions and such other terms and conditions as the Committee may prescribe:
(a) 	Option Price. The option price per share with respect to each Stock 
Option shall be determined by the Committee and shall not be less than 100% 
of the fair market value of the Common Stock, as determined by the 
Committee, on the October 1 coincident with or immediately preceding the 
date the Stock Option is granted. Notwithstanding the preceding sentence, 
in the case of Incentive Stock Options or options for which the Company 
desires to preserve the Company's tax deduction pursuant to Section 162(m)
of the Code for compensation paid, the purchase price shall not be less 
than 100% of the fair market value of the Common Stock on the date the 
Stock Option is granted, as determined by the Committee.
(b)	 Period of Option. The period of each Stock Option shall be fixed by 
the Committee but shall not exceed ten years.
(c) 	Payment. The option price shall be payable in cash or, if permitted by 
the Committee, in shares of Common Stock previously owned by the grantee or 
in shares of the Common Stock that otherwise would be distributed to such 
grantee upon exercise of the Stock Option. Such payment shall be made at 
the time the Stock Option is exercised. No shares shall be issued until 
full payment therefor has been made. A grantee of a Stock Option shall have 
none of the rights of a shareholder until the shares are issued.
(d) 	Exercise of Option. The shares covered by a Stock Option may be 
purchased in such installments, on such exercise dates and during such 
periods as the Committee may determine.
(e) 	Performance Targets. The Committee may require that specified 
performance targets be attained before a Stock Option becomes exercisable.
(f) 	Termination of Membership. Upon the termination of a Stock Option 
grantee's membership (for any reason other than retirement, death,
disability or cause), Stock Option privileges shall be limited to the 
shares which were immediately exercisable at the date of such termination. 
The Committee, however, in its discretion, may provide that any Stock 
Options outstanding but not yet exercisable upon the termination of a Stock 
Option grantee's membership may become exercisable in accordance with a
schedule to be determined by the Committee. Such Stock Option privileges 
shall expire unless exercised within such period of time after the date of 
termination of membership as may be established by the Committee, but in no 
event later than the expiration date of the Stock Option. If a Stock Option 
grantee's membership is terminated for cause, as defined by the Committee,
the Committee may provide that all rights under the Stock Option shall 
expire upon receipt of the notice of such termination.
(g) 	Retirement. Upon retirement, as defined by the Committee, of a Stock 
Option grantee, Stock Option privileges shall apply to those shares 
immediately exercisable at the date of retirement. The Committee, however, 
in its discretion, may provide that any Stock Options outstanding but not 
yet exercisable upon the retirement of a Stock Option grantee may become 
exercisable in accordance with a schedule to be determined by the 
Committee. Stock Option privileges shall expire unless exercised within 
such period of time as may be established by the Committee, but in no event 
later than the expiration date of the Stock Option.
(h) 	Death.  Upon the death of a Stock Option grantee, Stock Option 
privileges shall apply to those shares which were immediately exercisable 
at the time of death. The Committee, however, in its discretion, may 
provide that any Stock Options outstanding but not yet exercisable upon the 
death of a Stock Option grantee may become exercisable in accordance with a 
schedule to be determined by the Committee. Such privileges shall expire 
unless exercised by legal representatives within a period of time as 
determined by the Committee but in no event later than the expiration date 
of the Stock Option.
(i)     Disability. Upon termination of a Stock Option grantee's membership by
reason of disability, as defined by the Committee, Stock Option privileges 
shall apply to those shares which were immediately exercisable at the time 
of the termination on account of disability. The Committee, however, in its 
discretion, may provide that any Stock Options outstanding but not yet 
exercisable upon the termination of a Stock Option grantee's membership by
reason of disability may become exercisable in accordance with a schedule 
to be determined by the Committee. Such privileges shall expire unless 
exercised within such period of time as may be established by the 
Committee, but in no event later than the expiration date of the Stock 
Option.
(j)	Change of Control. Notwithstanding anything in the Plan to the 
contrary, the Committee, in its discretion, may provide that any Stock 
Option outstanding but not yet exercisable may become exercisable upon a 
change in control of the Company, as defined by the Committee.
(k)	Limits on Incentive Stock Options. Except as may otherwise be permitted 
by the Code, the Committee shall not grant to an Eligible Worker Member 
Incentive Stock Options that, in the aggregate, are first exercisable 
during any one calendar year to the extent that the aggregate fair market 
value of the Common Stock, at the time the Incentive Stock Options are 
granted, exceeds $100,000.
(l)	Compliance with Securities Laws. The Stock Options shall provide that 
the Company shall not be obligated to sell or issue any shares pursuant to 
any Stock Option unless the shares with respect to which the option is 
being exercised are at that time effectively registered or exempt from 
registration under the Securities Act of 1933, as amended, and applicable 
state securities laws.
6.	Discontinuance or Amendment of the Plan
The Board of Directors may discontinue the Plan at any time and may from time 
to time amend or revise the terms of the Plan as permitted by applicable 
statues, except that it may not revoke or alter, in a manner unfavorable to 
the grantees of any Incentives hereunder, any Incentives then outstanding, nor 
may the Board amend the Plan without shareholder approval where the absence of 
such approval would cause the Plan to fail to comply with Rule 16b-3 under the 
Exchange Act, or any other requirement of applicable law or regulation. No 
Incentive shall be granted under the Plan after December 31, 2001.
7.	Nontransferability
Each Incentive Stock Option granted under the Plan shall not be transferable 
other than by will or the laws of descent and distribution or as otherwise 
permitted by the Committee in compliance with Section 422 of the Code. Each 
Nonqualified Option granted under the Plan may be transferable subject to the 
terms and conditions as may be established by the Committee in accordance with 
regulations promulgated under the Exchange Act, or any other applicable law or 
regulation.
8.	No Right of Membership
The Plan and the Incentives granted hereunder shall not confer upon any 
Eligible Worker Member the right to continued membership with the Company, its 
subsidiaries and its affiliates or affect in any way the right of such 
entities to terminate the membership of an Eligible Worker Member at any time 
and for any reason.
9.	Taxes
The Company shall be entitled to withhold the amount of any tax attributable 
to any option granted, any amount payable or shares deliverable under the Plan 
after giving the person entitled to receive such amount or shares notice as 
far in advance as practicable. Alternatively, the Committee may require the 
grantee to remit an amount in cash or in Common Stock to satisfy such tax 
withholding requirements.
10.	Written Agreements
Each award of Stock Options shall be evidenced by a written agreement, 
executed by the Eligible Worker Member and the Company, which shall contain 
such restrictions, terms and conditions as the Committee may require.
11.	Stockholder Approval
The Plan is subject to and contingent upon approval of the Plan by the 
shareholders of the Company.

EX-5.1

EXHIBIT 5.1

August 15, 1996


Woodward Governor Company
5001 North Second Street
Rockford, Illinois 61125-7001

Re:  Woodward Governor Company
     Form S-8 Registration Statement
     (1934 Act File No. 0-8408)

Gentlemen:

We have acted as counsel for Woodward Governor Company (the 
"Company") in connection with the registration statement on Form 
S-8 (the "Registration Statement") of the Company which is being 
filed with the Securities and Exchange Commission on August 19, 
1996 covering up to 200,000 shares of the Company's Common Stock, 
$.0625 par value (the "Common Stock"), issuable to eligible 
participants in the Company's 1996 Long-Term Incentive 
Compensation Plan (the "Plan").

As such counsel, we have examined the Certificate of 
Incorporation and Bylaws of the Company, the Plan, the 
Registration Statement and such other corporate documents and 
records and have made such other inquiries as we have deemed 
necessary or advisable in order to enable us to render the 
opinions hereinafter set forth.

The Plan provides that shares of Common Stock issuable to 
participants in the Plan may be authorized but unissued shares of 
Common Stock or issued shares of Common Stock held in the 
Treasury.

Based on the foregoing, we are of the opinion that:

1.  When authorized but unissued shares of Common Stock issuable 
to participants in the Plan have been issued, sold and delivered 
pursuant to and as provided by the Plan, such shares of Common 
Stock will be legally issued, fully paid and nonassessable.

2.  The shares of Common Stock issued as of the date hereof which 
will be deliverable to participants in the Plan have been duly 
authorized and are legally issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to 
the Registration Statement.

Respectfully submitted,

/s/Chapman and Cutler

TTOMeara

EX-23.2

EXHIBIT 23.2



CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in the registration 
statement of Woodward Governor Company on Form S-8 of our report 
dated November 13, 1995, on our audits of the consolidated 
financial statements and financial statement schedules of 
Woodward Governor Company as of September 30, 1995 and 1994, and 
for the years ended September 30, 1995, 1994 and 1993, which 
report is incorporated herein by reference.



/s/Coopers & Lybrand L.L.P.

Rockford, Illinois
August 19, 1996

EX-24.1

EXHIBIT 24.1

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the 
Registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Rockford, State of Illinois, on 
August 15, 1996.

WOODWARD GOVERNOR COMPANY

BY:  /S/JOHN A. HALBROOK
JOHN A. HALBROOK
CHAIRMAN AND CHIEF EXECUTIVE 
OFFICER 

POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and 
appoints John A. Halbrook and Vern H. Cassens and each of them, his true and 
lawful attorneys-in-fact and agents, with full power of substitution and 
resubstitution for him and in his name, place and stead, in any and all 
capacities to sign any and all post-effective amendments to this Registration 
Statement and to file the same, with all exhibits thereto, and other documents 
in connection therewith with the Securities and Exchange Commission under the 
Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on August 15, 1996.
SIGNATURE	TITLE

/s/JOHN A. HALBROOK	Chairman and Chief Executive
John A. Halbrook	Officer
                       		 (Principal executive officer)

/s/VERN H. CASSENS	Vice President, Treasurer
Vern H. Cassens         and Chief Financial Officer
                        		(Principal financial officer)

/s/MARK LEUM            Director
Mark Leum

/s/MICHAEL T. YONKER	Director
Michael T. Yonker

/s/CARL J. DARGENE	Director
Carl J. Dargene

/s/THOMAS W. HEENAN	Director
Thomas W. Heenan

/s/J. GRANT BEADLE	Director
J. Grant Beadle

/s/LAWRENCE E. GLOYD	Director
Lawrence E. Gloyd

/s/J. PETER JEFFREY	Director
J. Peter Jeffrey