Woodward, Inc. — Director's Dealing 2004

Jan 31, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WOODWARD GOVERNOR CO (WGOV)
CIK: 0000108312
Period of Report: 2004-01-28

Reporting Person: O NEAL RODNEY (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-28	Nonqualified Stock Option (Right to Buy)	$59	A	1000	Acquired	2014-01-27	Common Stock (1000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4553	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Nonqualified Stock Option (Right to Buy)	$69.22	2011-04-25	Common Stock (1000)	1000	Direct
Nonqualified Stock Option (Right to Buy)	$36.91	2013-01-21	Common Stock (1000)	1000	Direct
Nonqualified Stock Option (Right to Buy)	$54.57	2012-01-23	Common Stock (1000)	1000	Direct