Woodward, Inc. — Director's Dealing 2006

Feb 6, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WOODWARD GOVERNOR CO (WGOV)
CIK: 0000108312
Period of Report: 2006-01-20

Reporting Person: GENDRON THOMAS A (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-01-20	Phantom Stock Units	$	A	44	Acquired		Common Stock (44)	Direct
2006-02-03	Phantom Stock Units	$	A	42	Acquired		Common Stock (42)	Direct

Footnotes

F1: The reporting person participates in the Woodward Executive Benefit Plan and has elected to have payroll deductions deferred and denominated in Company stock. Phantom stock units are accrued under the Plan and are to be settled in 100% stock on a one-for-one basis upon separation from the Company. Also includes dividend reinvestment shares.