Woodward, Inc. — Director's Dealing 2011

May 13, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Woodward, Inc. (WWD)
CIK: 0000108312
Period of Report: 2011-02-08

Reporting Person: HALBROOK JOHN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-08	Woodward, Inc. common stock	G	115000	$0.00	Disposed	1602688	Direct
2011-02-08	Woodward, Inc. common stock	G	230000	$0.00	Disposed	1372688	Direct
2011-02-08	Woodward, Inc. common stock	G	230000	$0.00	Acquired	1602688	Indirect
2011-02-10	Woodward, Inc. common stock	S	260000	$34.37	Disposed	1342688	Direct
2011-03-08	Woodward, Inc. common stock	G	352962	$0.00	Disposed	989726	Direct
2011-03-08	Woodward, Inc. common stock	G	352962	$0.00	Acquired	1342688	Indirect
2011-03-08	Woodward, Inc. common stock	G	5000	$0.00	Disposed	1337688	Direct
2011-03-08	Woodward, Inc. common stock	G	5000	$0.00	Acquired	1342688	Indirect

Footnotes

F1: This transaction involved a gift of securities by Mr. Halbrook to The Halbrook Family Irrevocable Trust, under which Mr. Halbrook's children are the beneficiairies and trustees. Mr. Halbrook's children have full investment and voting control of the trust and do not share Mr. Halbrook's household.

F2: This transaction involved a gift of securities by Mr. Halbrook to The Benita K. Halbrook Grantor Retained Annuity Trust, under which Mr. Halbrook's wife is the beneficiairy and Mr. Halbrook is the trustee.

F3: This transaction involved the sale of securities to The Halbrook Family Irrevocable Trust in exchange for a promissory note in a principal amount equal to the aggregate purchase price of the securities and accruing interest at the rate of 1.5% per year.

F4: This transaction involved a gift of securities by Mr. Halbrook to The John A. Halbrook Living Trust, under which Mr. Halbrook is the beneficiary and Mr. Halbrook and his wife are the trustees.

F5: This transaction involved a gift of securities by Mr. Halbrook to The Benita K. Halbrook Living Trust, under which Mr. Halbrook's wife is the beneficiary and Mr. Halbrook and his wife are the trustees.