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 * CARTER STEPHEN P   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) Exec. VP, CFO & Treasurer (Last) (First) (Middle) 5001 N. SECOND STREET 3. Date of Earliest Transaction (Month/Day/Year) 11/29/2004 (Street) ROCKFORD, IL 61111 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               2,768 D   Woodward Governor Company Common Stock               3,246 I Stock 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

Phantom Stock Units

(1)

11/29/2004

A

2,201

(1)

(1)

Common Stock

2,201

(1)

27,435

D

Nonqualified Stock Option

$ 16.625

01/10/1996

01/10/2006

Common Stock

3,000

3,000

D

Nonqualified Stock Option

$ 23.5

11/18/1996

11/18/2006

Common Stock

17,600

20,600

D

Nonqualified Stock Option

$ 32.25

11/17/1997

11/17/2007

Common Stock

20,068

40,668

D

Nonqualified Stock Option

$ 32

01/14/1998

01/14/2008

Common Stock

7,542

48,210

D

Nonqualified Stock Option

$ 22

11/16/1998

11/16/2008

Common Stock

18,000

66,210

D

Nonqualified Stock Option

$ 24.75

11/15/1999

11/15/2009

Common Stock

13,000

79,210

D

Nonqualified Stock Option

$ 41.813

(2)

11/21/2010

Common Stock

10,000

89,210

D

Nonqualified Stock Option

$ 49

(2)

10/01/2011

Common Stock

15,000

104,210

D

Nonqualified Stock Option

$ 47.72

(2)

10/07/2012

Common Stock

10,000

114,210

D

Nonqualified Stock Option

$ 46.42

(2)

11/21/2013

Common Stock

13,000

127,210

D

Nonqualfied Stock Option

$ 71.45

(2)

11/24/2014

Common Stock

3,000

130,210

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARTER STEPHEN P 5001 N. SECOND STREET ROCKFORD, IL 61111			Exec. VP, CFO & Treasurer

Signatures

Carol J. Manning, by power of attorney		12/01/2004
**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 phantom stock units were accrued under the Woodward Executive Benefit Plan and are to be settled in 100% cash upon separation from the Company.
(2)	Shares become exercisable at the rate of 25% per year beginning one year from date of grant.

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