Woodward, Inc. — Director's Dealing 2007

Jun 25, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WOODWARD GOVERNOR CO (WGOV)
CIK: 0000108312
Period of Report: 2007-06-22

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-06-22	Phantom Stock Units	$	A	81.879	Acquired		Common Stock (81.879)	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. The total shown represents the dollar amount of deferrals divided by the current share price and, therefore, the number of shares reported may fluctuate from period to period. The total shown also includes shares acquired under the Company's Dividend Reinvestment Plan.