Woodward, Inc. — Director's Dealing 2004

Dec 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WOODWARD GOVERNOR CO (WGOV)
CIK: 0000108312
Period of Report: 2004-11-29

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-29	Phantom Stock Units	$	A	7721	Acquired		Common Stock (7721)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward Governor Common Stock	9007	Direct
Woodward Governor Company Common Stock	5860	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nonqualified Stock Option	$16.625	2006-01-10	Common Stock (30960)	30960	Direct
Nonqualified Stock Option	$23.50	2006-11-18	Common Stock (53600)	84560	Direct
Nonqualified Stock Option	$32.25	2007-11-17	Common Stock (57794)	142354	Direct
Nonqualified Stock Option	$32.00	2008-01-14	Common Stock (21721)	164075	Direct
Nonqualified Stock Option	$22.00	2008-11-16	Common Stock (50000)	214075	Direct
Nonqualified Stock Option	$24.75	2009-11-15	Common Stock (35000)	249075	Direct
Nonqualified Stock Option	$41.813	2010-11-21	Common Stock (40000)	289075	Direct
Nonqualified Stock Option	$49.00	2011-10-01	Common Stock (50000)	339075	Direct
Nonqualified Stock Option	$47.72	2012-10-07	Common Stock (25000)	364075	Direct
Nonqualified Stock Option	$46.42	2013-11-21	Common Stock (28000)	392075	Direct
Nonqualified Stock Option	$71.45	2014-11-24	Common Stock (8000)	400075	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: Shares become exercisable at the rate of 25% per year beginning one year from date of grant.