FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Preiss Chad Robert

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/1/2008 

3. Issuer Name and Ticker or Trading Symbol

WOODWARD GOVERNOR CO [WGOV]

(Last)        (First)        (Middle)

1000 E. DRAKE ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Group Vice President /

(Street)

FORT COLLINS, CO 80525       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Woodward Governor Company Common Stock   10960   I   By Stock Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Nonqualified Employee Stock Option (Right to Buy)     (1) 10/1/2011   Woodward Governor Company Common Stock   18000   $8.1667   D    
Nonqualified Employee Stock Option (Right to Buy)     (1) 1/7/2012   Woodward Governor Company Common Stock   18000   $7.9534   D    
Nonqualified Employee Stock Option (Right to Buy)     (1) 11/21/2013   Woodward Governor Company Common Stock   36000   $7.7367   D    
Nonqualified Employee Stock Option (Right to Buy)     (2) 11/24/2014   Woodward Governor Company Common Stock   48000   $11.9084   D    
Nonqualified Employee Stock Option (Right to Buy)     (3) 11/23/2015   Woodward Governor Company Common Stock   43500   $13.50   D    
Nonqualified Employee Stock Option (Right to Buy)     (4) 11/15/2016   Woodward Governor Company Common Stock   29000   $18.49   D    
Nonqualified Employee Stock Option (Right to Buy)     (5) 11/16/2017   Woodward Governor Company Common Stock   10400   $32.73   D    
Phantom Stock Units     (6)   (6) Woodward Governor Company Common Stock   1283     (6) D    

Explanation of Responses:
( 1)  Options are fully vested.
( 2)  Options became exercisable at the rate of 25% per year beginning 11/24/2005.
( 3)  Options became exercisable at the rate of 25% per year beginning 11/23/2006.
( 4)  Options became exercisable at the rate of 25% per year beginning 11/15/2007.
( 5)  Options become exercisable at the rate of 25% per year beginning 11/16/2008.
( 6)  The reporting person participates in the Woodward Executive Benefit Plan. 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 account balance in dollars 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Preiss Chad Robert
1000 E. DRAKE ROAD
FORT COLLINS, CO 80525

Group Vice President

Signatures
Kathleen A Waelti by Power of Attorney 10/7/2008
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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