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 * 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 (Month/Day/Year) 09/02/2010 (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 09/02/2010   M   84,800 (1) A $ 8.1667 1,602,578 D   Woodward Governor Company Common Stock 09/02/2010   F   24,367 (2) D $ 28.42 1,578,211 D   Woodward Governor Company Common Stock 09/02/2010   S   21,919 (3) D $ 28.1656 (3) 1,556,292 D   Woodward Governor Company Common Stock 09/03/2010   S   293 (4) D $ 28.95 1,555,999 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 Option (right to buy)

$ 8.1667

09/02/2010

M

84,800

10/01/2002(5)

10/01/2011

Common Stock

84,800

$ 0

160,934

D

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		09/07/2010
**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)	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 $28.00 to $28.42 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 September 2, 2010.
(5)	Options, which expire in October 2011, became exercisable at the rate of 25% per year beginning 10/01/2002.

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