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 * Glass Martin Val   2. Issuer Name and Ticker or Trading Symbol Woodward, Inc. [WWD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Turbine Systems (Last) (First) (Middle) 1000 E. DRAKE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 02/29/2012 (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, Inc. Common Stock 02/29/2012   M   12,750 A $ 7.9534 33,278 D   Woodward, Inc. Common Stock 02/29/2012   S   12,750 D $ 44.27 20,528 D   Woodward, Inc. Common Stock               19,781 (1) I By Woodward Retirement Savings Plan

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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)

$ 7.9534

02/29/2012

M

12,750

10/07/2003(2)

10/07/2012

Woodward, Inc. Common Stock

12,750

$ 0

0

D

Nonqualified Stock Option (right to buy)

$ 23.18

10/01/2010(3)

10/01/2019

Woodward, Inc. Common Stock

28,000

28,000

D

Nonqualified Stock Option (right to buy)

$ 7.7367

11/21/2004(3)

11/21/2013

Woodward, Inc. Common Stock

27,000

27,000

D

Nonqualified Stock Option (right to buy)

$ 18.49

11/15/2007(3)

11/15/2016

Woodward, Inc. Common Stock

29,000

29,000

D

Nonqualified Stock Option (right to buy)

$ 32.73

11/16/2008(3)

11/16/2017

Woodward, Inc. Common Stock

26,000

26,000

D

Nonqualified Stock Option (right to buy)

$ 18.67

11/24/2009(3)

11/24/2018

Woodward, Inc. Common Stock

14,000

14,000

D

Nonqualified Stock Option (right to buy)

$ 11.9084

11/24/2005(3)

11/24/2014

Woodward, Inc. Common Stock

48,000

48,000

D

Nonqualified Stock Option (right to buy)

$ 13.5

11/23/2006(3)

11/23/2015

Woodward, Inc. Common Stock

43,500

43,500

D

Nonqualified Stock Option (right to buy)

$ 32.04

10/01/2011(3)

10/01/2020

Woodward, Inc. Common Stock

27,500

27,500

D

Nonqualified Stock Option (right to buy)

$ 25.57

10/03/2012(3)

10/03/2021

Woodward, Inc. Common Stock

49,000

49,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Glass Martin Val 1000 E. DRAKE ROAD FORT COLLINS, CO 80525			President, Turbine Systems

Signatures

Lynsey L. Weimer, by Power of Attorney		03/02/2012
**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 information in this report regarding the number of shares held by Mr. Glass in the Woodward Retirement Savings Plan is based on a calculation as of February 29, 2012.
(2)	Options, which expire in October 2012, became exercisable at the rate of 25% per year beginning October 7, 2003.
(3)	Options become exercisable at a rate of 25% per year beginning on the exercisable date shown.

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