Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *
Fawzy Christopher
 2. Issuer Name and Ticker or Trading Symbol
WOODWARD GOVERNOR CO [WGOV] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Gen Counsel & Corp Sec
(Last)
(First)
(Middle)

1000 E. DRAKE ROAD		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2010
(Street)


FORT COLLINS, CO 80525		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units   12/01/2009   A 12.181     (1)(2)   (1)(2) Woodward Governor Company Common Stock
12.181
$ 23.89 4,897.069
D
 
Phantom Stock Units   03/01/2010   A 9.972     (1)(3)   (1)(3) Woodward Governor Company Common Stock
9.972
$ 29.15 5,022.852
D
 
Phantom Stock Units   06/01/2010   A 10.777     (1)(4)   (1)(4) Woodward Governor Company Common Stock
10.777
$ 27.65 5,033.394
D
 
Phanton Stock Units   09/01/2010   A 10.738     (1)(5)   (1)(5) Woodward Governor Company Common Stock
10.738
$ 27.89 5,041.068
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fawzy Christopher
1000 E. DRAKE ROAD
FORT COLLINS, CO 80525		       VP, Gen Counsel & Corp Sec  

Signatures

Jody L. Harrell, by Power of Attorney 11/15/2010
**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) Represents dividends reinvested in phantom stock units under the terms of the Woodward Executive Benefit Plan (the "Plan"). Phantom stock units are accrued under the Plan and are to be settled in 100% stock on a one-for-one basis at the distribution date specified at the time of election, or if earlier, upon separation from the Company. The total shown represents the dollar amount of dividends reinvested divided by the then current share price and, therefore, the number of shares reported may fluctuate from period to period. The total shown also includes phantom stock units acquired in connection with supplemental excess benefit contributions, and other acquisitions made under the Plan.
(2) On December 1, 2009, dividends received by the reporting person in respect of phantom stock units held under the Plan were reinvested in Company stock under the Plan.
(3) On March 1, 2010, dividends received by the reporting person in respect of phantom stock units held under the Plan were reinvested in Company stock under the Plan.
(4) On June 1, 2010, dividends received by the reporting person in respect of phantom stock units held under the Plan were reinvested in Company stock under the Plan.
(5) On September 1, 2010, dividends received by the reporting person in respect of phantom stock units held under the Plan were reinvested in Company stock under the Plan.

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