Woodward, Inc. — Director's Dealing 2003

Nov 24, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WOODWARD GOVERNOR CO (WGOV)
CIK: 0000108312
Period of Report: 2003-11-21

Reporting Person: HALBROOK JOHN A (Director, Chairman & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-11-21	Nonqualified Stock Option (Right to Buy)	$46.42	A	28000	Acquired	2013-11-20	Common Stock (28000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8904	Direct
Common Stock	1290	Indirect
Common Stock	5697	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nonqualified Stock Option (Right to Buy)	$41.813	2010-11-20	Common Stock (40000)	40000	Direct
Nonqualified Stock Option (Right to Buy)	$23.5	2006-11-17	Common Stock (53600)	53600	Direct
Nonqualified Stock Option (Right to Buy)	$24.75	2009-11-15	Common Stock (35000)	35000	Direct
Nonqualified Stock Option (Right to Buy)	$16.625	2006-01-17	Common Stock (30960)	30960	Direct
Nonqualified Stock Option (Right to Buy)	$49	2011-09-30	Common Stock (50000)	50000	Direct
Nonqualified Stock Option (Right to Buy)	$32.25	2007-11-16	Common Stock (57794)	57794	Direct
Nonqualified Stock Option (Right to Buy)	$22	2008-11-15	Common Stock (50000)	50000	Direct
Nonqualified Stock Option (Right to Buy)	$47.72	2012-10-06	Common Stock (25000)	25000	Direct
Nonqualified Stock Option (Right to Buy)	$32	2008-01-13	Common Stock (21721)	21721	Direct
Phantom Stock	$0		Common Stock (89548)	89548	Direct

Footnotes

F1: The phantom stock units were accrued under the Woodward Executive Benefit Plan and are to be settled in 100% cash upon separation from the Company.