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 *

HALBROOK JOHN 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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

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

8/2/2010
(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   8/2/2010     M    84800   (1) A $6.9689   1522317   D    
Woodward Governor Company Common Stock   8/2/2010     F    19471   (2) D $30.35   1502846   D    
Woodward Governor Company Common Stock   8/2/2010     S    23786   (3) D $30.2276   1479060   D    
Woodward Governor Company Common Stock   8/4/2010     S    165   (4) D $30.56   1478895   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
Nonqualified Stock Option (right to buy)   $6.9689   8/2/2010     M         84800    11/21/2001   (5) 11/21/2010   Common Stock   84800   $0.00   30534   D    

Explanation of Responses:
( 1)  The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 3, 2010.
( 2)  Shares delivered to the Company in payment of exercise price incident to the exercise of a security issued in accordance with Rule 16b-3.
( 3)  Shares sold to cover tax liability incident to the exercise of a security issued in accordance with Rule 16b-3. The reporting person executed a trade order through a broker-dealer which resulted in multiple same day, same-way open market sales, with the prices ranging from $30.03 to $30.49 per share. The reporting person has reported these sales on an aggregate basis using the weighted average price for the transactions. The reporting person undertakes to provide, upon request by the Securities and Exchange Commission staff, the Company or a security holder of the Company, full information regarding the number of shares sold at each separate price.
( 4)  In accordance with the terms of Mr. Halbrook's 10b5-1 plan, this amount represents additional shares that were required to be sold to cover a shortfall in required tax withholdings related to the transactions dated August 2, 2010.
( 5)  Options, which expire in November 2010, became exercisable at the rate of 25% per year beginning 11/21/2001.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HALBROOK JOHN A
1000 E. DRAKE ROAD
FORT COLLINS, CO 80525 		X



Signatures
Jody L. Harrell by Power of Attorney 8/4/2010
** 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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