FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GENDRON THOMAS A 		2. Issuer Name and Ticker or Trading Symbol

WOODWARD GOVERNOR CO [ WGOV ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

1000 E. DRAKE ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/14/2009
(Street)

FORT COLLINS, CO 80525
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Woodward Governor Company Common Stock   12/14/2009     M    13   (1) A   (1) 88084   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units     (2) 12/14/2009     M   (3)       13      (2) 12/14/2009   Common Stock   13     (2) 74165.698   D    

Explanation of Responses:
( 1)  The reporting person received shares of Woodward Governor Company common stock in settlement of an equal number of shares of phantom stock held pursuant to the Woodward Executive Benefit Plan (the "Plan") in accordance with Rule 16b-3.
( 2)  The reporting person participates in the Plan. Each phantom stock unit accrued under the Plan entitled the reporting person to receive on December 14, 2009, one share of Woodward Governor Company common stock, less shares not distributed to the reporting person to cover tax liabilities. The total number of phantom stock units represents the account balance in dollars divided by the share price of Woodward Governor Company common stock on December 14, 2009, less the shares not distributed. The total number of phantom stock units also includes shares acquired under Woodward Governor Company's Dividend Reinvestment Plan.
( 3)  Phantom stock units disposed of incident to the settlement of a distribution from the Plan in accordance with Rule 16b-3.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GENDRON THOMAS A
1000 E. DRAKE ROAD
FORT COLLINS, CO 80525 		X
President and CEO

Signatures
Shannan M. Sullivan by Power of Attorney 12/16/2009
** 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 4(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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