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 * 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 __X__ Officer (give title below) _____ Other (specify below) Chairman (Last) (First) (Middle) 5001 N. SECOND STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/09/2005 (Street) ROCKFORD, IL 61111 4. If Amendment, Date Original Filed(Month/Day/Year) 12/13/2005 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 12/12/2005   F   1,966 (1) D $ 84.52 12,395 D   Woodward Governor Company Common Stock 12/13/2005   M   10,000 (2) A $ 16.625 22,395 D   Woodward Governor Company Common Stock 12/13/2005   F   3,169 (3) D $ 84.52 19,226 D

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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 Options (right to buy)

$ 16.625

12/13/2005

M

10,000

01/10/1996

01/10/2006

Common Stock

10,000

(4)

380,075

D

Phantom Stock Units

(5)

12/09/2005

A

25

(5)

(5)

Common Stock

25

$ 84.52

108,444

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HALBROOK JOHN A 5001 N. SECOND STREET ROCKFORD, IL 61111	X		Chairman

Signatures

Carol J. Manning by Power of Attorney		12/13/2005
**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 delivered in payment of exercise price incident to the exercise of a security issued in accordance with Rule 16b-3.
(2)	Shares received 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)	Transaction is the exercise of a derivative security; exercise price reported in column 2.
(5)	The reporting person participates in the Woodward Executive Benefit Plan and has elected to have payroll deductions deferred and denominated in Company stock. 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. Also includes dividend reinvestment shares.

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