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: CARTER STEPHEN P (Exec VP, CFO, Treasurer)

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	13000	Acquired	2013-11-20	Common Stock (13000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2723	Direct
Common Stock	3100	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nonqualified Stock Option (Right to Buy)	$32	2008-01-13	Common Stock (7542)	7542	Direct
Nonqualified Stock Option (Right to Buy)	$47.72	2012-10-06	Common Stock (10000)	10000	Direct
Nonqualified Stock Option (Right to Buy)	$22	2008-11-15	Common Stock (18000)	18000	Direct
Nonqualified Stock Option (Right to Buy)	$41.813	2010-11-20	Common Stock (10000)	10000	Direct
Nonqualified Stock Option (Right to Buy)	$23.5	2006-11-17	Common Stock (17600)	17600	Direct
Nonqualified Stock Option (Right to Buy)	$49	2011-09-30	Common Stock (15000)	15000	Direct
Nonqualified Stock Option (Right to Buy)	$16.625	2006-01-17	Common Stock (3000)	3000	Direct
Nonqualified Stock Option (Right to Buy)	$24.75	2009-11-15	Common Stock (13000)	13000	Direct
Nonqualified Stock Option (Right to Buy)	$32.25	2007-11-16	Common Stock (20068)	20068	Direct
Phantom Stock	$		Common Stock (25234)	25234	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.