8-K

	


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
 



 

 

EX-99

FOR IMMEDIATE RELEASE
CONTACTS: 	Textron Inc.	Woodward Governor Company
Mary Lovejoy (investors)	Steve Carter (investors)
(401) 457-6009	(815) 639-6800

Steve Capoccia (media)		Rick Holm (media)
(401) 457-2364			(815) 639-6218
		
WOODWARD GOVERNOR COMPANY TO ACQUIRE FUEL SYSTEMS TEXTRON

PROVIDENCE, RI, AND ROCKFORD, IL, JUNE 1, 1998--Textron Inc. 
(NYSE: TXT) and Woodward Governor Company (Nasdaq: WGOV) today 
announced a definitive agreement under which Woodward will 
purchase Textron's Fuel Systems subsidiary 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.

With 1997 revenues of $82 million, Fuel Systems Textron (FST), 
designs, develops, and manufactures fuel injection nozzles, spray 
manifolds, and fuel metering and distribution valves for gas 
turbine engines.  FST serves the aircraft (military and 
commercial) and industrial engine markets, and also provides 
commercial repair and overhaul services. 

"This acquisition is an important step towards our long-term 
objective of broadening our aircraft product lines to include 
integrated fuel delivery systems in addition to components," said 
John A. Halbrook, Woodward's chairman and chief executive 
officer. "FST's innovative technology, large installed base, and 
excellent relationships with key engine manufacturers will 
complement our capabilities in fuel metering and control devices, 
and open possibilities for new products and revenue growth in 
both our aircraft and industrial markets," he added.

"Woodward's commitment to being a systems integrator in the 
aircraft market makes them an excellent fit for Fuel Systems," 
said Textron President and COO Lewis B. Campbell. "This sale 
provides us with additional capital to redeploy into our core 
businesses in support of our stated goal of double-digit revenue 
growth. Textron is well positioned to achieve this goal for the 
third year in a row in 1998," he added.



Woodward plans to finance the acquisition with a bank line of 
credit.  The transaction is expected to have minimal impact on 
fiscal 1998 results, and be non-dilutive to Woodward's earnings 
per share in the 1999 fiscal year.

Textron will record a gain from this transaction, which will be 
used to enhance the competitiveness and profitability of 
Textron's core businesses. Actions being considered include 
acquisitions integration activity and the combining of certain 
businesses and product lines. It is expected the costs associated 
with these actions will approximate the after-tax gain.

Woodward Governor Company, with fiscal 1997 sales of $442 
million, was founded in 1870 and provides innovative engine 
controls and fuel delivery systems designed for a wide variety of 
applications. Serving global markets with locations worldwide, 
the company is a leading producer of controls systems and 
components for aircraft and industrial engines and turbines. In 
addition to the aviation industry, the company's products and 
services are used in the marine, locomotive, large off-road 
vehicle, power generation, gas generation and process 
manufacturing industries. Woodward employs more than 3,400 
people.

Fuel Systems Textron Inc., based in Zeeland, MI, is a leading 
maker of fuel systems components for aircraft and industrial gas 
turbine engines with facilities located in Zeeland, MI; Harvard, 
IL; and Greenville, SC. FST employs over 440 people.

Textron Inc. is a $10.5 billion, global multi-industry company 
with market leading operations in Aircraft, Automotive, 
Industrial, and Finance.

The Woodward Governor Company  designs and manufactures engine 
fuel delivery and engine controls systems, subsystems and 
components. 

With corporate headquarters and a plant in Rockford, Illinois, 
USA, the company has additional plants in Fort Collins, Colorado; 
Loveland, Colorado; Rockton, Illinois; and Buffalo, New York, 
USA. It also has plants in Sydney, Australia; Campinas, Brazil; 
Tianjin, China; Reading, England; Aken, Germany; Kelbra, Germany; 
Ballabgarh, Haryana, India; Tomisato, Japan; Kobe, Japan; 
Hoofddorp, The Netherlands; Rotterdam, The Netherlands; 
Prestwick, Scotland; and Singapore.
 
WOODWARD GOVERNOR COMPANY
SERVING PRIME MOVER CONTROL AND ACCESSORY MARKETS
CORPORATE HEADQUARTERS     ROCKFORD, ILLINOIS  61125-7001   U.S.A.
ESTABLISHED 1870