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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-11-29	Phantom Stock Units	$	A	2201	Acquired		Common Stock (2201)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Woodward Governor Company Common Stock	2768	Direct
Woodward Governor Company Common Stock	3246	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nonqualified Stock Option	$16.625	2006-01-10	Common Stock (3000)	3000	Direct
Nonqualified Stock Option	$23.50	2006-11-18	Common Stock (17600)	20600	Direct
Nonqualified Stock Option	$32.25	2007-11-17	Common Stock (20068)	40668	Direct
Nonqualified Stock Option	$32.00	2008-01-14	Common Stock (7542)	48210	Direct
Nonqualified Stock Option	$22.00	2008-11-16	Common Stock (18000)	66210	Direct
Nonqualified Stock Option	$24.75	2009-11-15	Common Stock (13000)	79210	Direct
Nonqualified Stock Option	$41.813	2010-11-21	Common Stock (10000)	89210	Direct
Nonqualified Stock Option	$49.00	2011-10-01	Common Stock (15000)	104210	Direct
Nonqualified Stock Option	$47.72	2012-10-07	Common Stock (10000)	114210	Direct
Nonqualified Stock Option	$46.42	2013-11-21	Common Stock (13000)	127210	Direct
Nonqualfied Stock Option	$71.45	2014-11-24	Common Stock (3000)	130210	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.