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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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) 09/17/2009 (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 Woodward Governor Company Common Stock 09/17/2009   M   30,000 (1) A $ 4.125 118,071 D   Woodward Governor Company Common Stock 09/17/2009   S   900 (2) D $ 25.35 117,171 D   Woodward Governor Company Common Stock 09/17/2009   S   4,000 (2) D $ 25.355 113,171 D   Woodward Governor Company Common Stock 09/17/2009   S   1,600 (2) D $ 25.36 111,571 D   Woodward Governor Company Common Stock 09/17/2009   S   1,500 (2) D $ 25.365 110,071 D   Woodward Governor Company Common Stock 09/17/2009   S   600 (2) D $ 25.3675 109,471 D   Woodward Governor Company Common Stock 09/17/2009   S   1,900 (2) D $ 25.37 107,571 D   Woodward Governor Company Common Stock 09/17/2009   S   1,100 (2) D $ 25.375 106,471 D   Woodward Governor Company Common Stock 09/17/2009   S   2,659 (2) D $ 25.3775 103,812 D   Woodward Governor Company Common Stock 09/17/2009   S   500 (2) D $ 25.38 103,312 D   Woodward Governor Company Common Stock 09/17/2009   S   100 (2) D $ 25.385 103,212 D   Woodward Governor Company Common Stock 09/17/2009   S   100 (2) D $ 25.3875 103,112 D   Woodward Governor Company Common Stock 09/17/2009   S   2,600 (2) D $ 25.39 100,512 D   Woodward Governor Company Common Stock 09/17/2009   S   700 (2) D $ 25.395 99,812 D   Woodward Governor Company Common Stock 09/17/2009   S   500 (2) D $ 25.3975 99,312 D   Woodward Governor Company Common Stock 09/17/2009   S   275 (2) D $ 25.4 99,037 D   Woodward Governor Company Common Stock 09/17/2009   S   5,500 (2) D $ 25.41 93,537 D   Woodward Governor Company Common Stock 09/17/2009   S   1,000 (2) D $ 25.415 92,537 D   Woodward Governor Company Common Stock 09/17/2009   S   600 (2) D $ 25.4175 91,937 D   Woodward Governor Company Common Stock 09/17/2009   S   500 (2) D $ 25.42 91,437 D   Woodward Governor Company Common Stock 09/17/2009   S   500 (2) D $ 25.4275 90,937 D   Woodward Governor Company Common Stock 09/17/2009   S   700 (2) D $ 25.43 90,237 D   Woodward Governor Company Common Stock 09/17/2009   S   300 (2) D $ 25.4675 89,937 D   Woodward Governor Company Common Stock 09/17/2009   S   1,666 (2) D $ 25.49 88,271 D   Woodward Governor Company Common Stock 09/17/2009   S   200 (2) D $ 25.4925 88,071 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 Employee Stock Option (Right to Buy)

$ 4.125

09/17/2009

M

30,000

11/15/2000(3)

11/15/2009

Woodward Governor Company Common Stock

30,000

$ 0

0

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		09/21/2009
**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)	If unexercised, these options granted to Mr. Gendron in accordance with Rule 16b-3 would expire and terminate on November 15, 2009.
(2)	The stock options exercised and shares sold were done so pursuant to a 10b5-1 Plan entered into on June 3, 2009 and disclosed by the Company on Form 8-K on June 8, 2009.
(3)	Options become exercisable at the rate of 25% per year beginning 11/15/2009.

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