Ownership Submission
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

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
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(Print or Type Responses)
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 (Month/Day/Year)
05/22/2007
(Street)

FORT COLLINS, CO 80525
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Common Stock 05/22/2007   M   11,931 (1) A $ 10.75 29,445 D  
Common Stock 05/22/2007   M   4,485 (1) A $ 10.6667 33,930 D  
Common Stock 05/22/2007   F   3,185 (2) D $ 55.28 30,745 D  
Common Stock 05/22/2007   F   5,484 (3) D $ 55.28 25,261 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(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) $ 10.75 (4) 05/22/2007   M     11,931 (4)   (5) 11/17/2007 Common Stock 11,931 (4) $ 0 (6) 0 (4) D  
Nonqualified Stock Option (Right to Buy) $ 10.6667 (7) 05/22/2007   M     4,485 (7)   (5) 01/14/2008 Common Stock 4,485 (7) $ 0 (6) 0 (7) D  
Nonqualified Stock Option (Right to Buy) $ 7.3333 (8)               (5) 11/16/2008 Common Stock 13,500 (8)   13,500 (8) D  
Nonqualified Stock Option (Right to Buy) $ 8.25 (9)               (5) 11/15/2009 Common Stock 15,000 (9)   15,000 (9) D  
Nonqualified Stock Option (Right to Buy) $ 13.9377 (10)               (5) 11/21/2010 Common Stock 29,250 (10)   29,250 (10) D  
Nonqualified Stock Option (Right to Buy) $ 16.3333 (11)               (5) 10/01/2011 Common Stock 52,500 (11)   52,500 (11) D  
Nonqualified Stock Option (Right to Buy) $ 15.9067 (12)               (5) 10/07/2012 Common Stock 60,000 (12)   60,000 (12) D  
Nonqualified Stock Option (Right to Buy) $ 15.4733 (13)               (14) 11/21/2013 Common Stock 72,000 (13)   72,000 (13) D  
Nonqualified Stock Option (Right to Buy) $ 23.8167 (15)               (16) 11/24/2014 Common Stock 60,000 (15)   60,000 (15) D  
Nonqualified Stock Option (Right to Buy) $ 27 (17)               (18) 11/23/2015 Common Stock 60,000 (17)   60,000 (17) D  
Nonqualified Stock Option (Right to Buy) $ 36.98               (19) 11/15/2016 Common Stock 87,000   87,000 D  

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

 Kathleen A Waelti by Power of Attorney   05/30/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares received incident to the exercise of a security issued in accordance with Rule 16b-3.
(2) Shares delivered in payment of exercise price incident to the exercise of a security issued in accordance with Rule 16b-3.
(3) Shares withheld to cover the tax liability incident to the exercise of a security issued in accordance with Rule 16b-3.
(4) This option was previously reported as covering 7,954 shares at an exercise price of $32.25 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (50% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006.
(5) Options are fully vested.
(6) Transaction is the exercise of a derivative security; exercise price reported in column 2.
(7) This option was previously reported as covering 2,990 shares at an exercise price of $32.00 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (50% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006.
(8) This option was previously reported as covering 9,000 shares at an exercise price of $22.00 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (50% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006.
(9) This option was previously reported as covering 8,000 shares at an exercise price of $24.75 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (37.5% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006.
(10) This option was previously reported as covering 13,000 shares at an exercise price of $41.813 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (25% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006.
(11) This option was previously reported as covering 20,000 shares at an exercise price of $49.00 per share but has been adjusted to reflect (i) a division of stock options pursuant to court order in a divorce settlement (12.5% of said options were transferred to the Reporting Person's former spouse), and (ii) the three-for-one stock split that occurred on February 1, 2006.
(12) This option was previously reported as covering 20,000 shares at an exercise price of $47.72 per share but has been adjusted to reflect the three-for-one stock split that occurred on February 1, 2006.
(13) This option was previously reported as covering 24,000 shares at an exercise price of $46.42 per share but has been adjusted to reflect the three-for-one stock split that occurred on February 1, 2006.
(14) Options become excersisable at the rate of 25% per year beginning 11/21/2004.
(15) This option was previously reported as covering 20,000 shares at an exercise price of $71.45 per share but has been adjusted to reflect the three-for-one stock split that occurred on February 1, 2006.
(16) Options become excersisable at the rate of 25% per year beginning 11/24/2005.
(17) This option was previously reported as covering 20,000 shares at an exercise price of $81.00 per share but has been adjusted to reflect the three-for-one stock split that occurred on February 1, 2006.
(18) Options become excersisable at the rate of 25% per year beginning 11/23/2006.
(19) Options become excersisable at the rate of 25% per year beginning 11/15/2007.

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