Woodward, Inc. — Director's Dealing 2003

Nov 12, 2003

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: WOODWARD GOVERNOR CO (WGOV)
CIK: 0000108312
Period of Report: 2003-09-30

Reporting Person: CARTER STEPHEN P (Exec. VP, CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-30	Woodward Governor Company Common Stock	J	60	—	Acquired	2723	Direct
2003-09-30	Woodward Governor Company Common Stock	A	293	—	Acquired	3100	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-11-05	Phantom Stock Units	$	A	3652	Acquired		Woodward Governor Company Common Stock (25234)	Direct

Footnotes

F1: Annual update for automatic reinvestment of dividends

F2: Annual update of company contributions to stock plan

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.