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: 2003-11-20

Reporting Person: GENDRON THOMAS A (President, COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-11-20	Common Stock	P	200	$45.41	Acquired	1800	Direct
2003-11-20	Common Stock	P	800	$45.5	Acquired	2600	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1985	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nonqualified Stock Option (Right to Buy)	$22	2008-11-15	Common Stock (9000)	9000	Direct
Nonqualified Stock Option (Right to Buy)	$47.72	2012-10-06	Common Stock (20000)	20000	Direct
Nonqualified Stock Option (Right to Buy)	$32	2008-01-13	Common Stock (2990)	2990	Direct
Nonqualified Stock Option (Right to Buy)	$23.5	2006-11-17	Common Stock (8000)	8000	Direct
Nonqualified Stock Option (Right to Buy)	$41.813	2010-11-20	Common Stock (13000)	13000	Direct
Nonqualified Stock Option (Right to Buy)	$16.625	2006-01-17	Common Stock (2880)	2880	Direct
Nonqualified Stock Option (Right to Buy)	$46.42	2013-11-20	Common Stock (0)	0	Direct
Nonqualified Stock Option (Right to Buy)	$24.75	2009-11-15	Common Stock (8000)	8000	Direct
Nonqualified Stock Option (Right to Buy)	$32.25	2007-11-16	Common Stock (7954)	7954	Direct
Nonqualified Stock Option (Right to Buy)	$49	2011-09-30	Common Stock (20000)	20000	Direct
Phantom Stock	$		Common Stock (2424)	2424	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.

F2: 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.

F3: 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.