8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): November 14, 2006

Woodward Governor Company
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	0-8408	36-1984010
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
5001 North Second Street, Rockford, Illinois		61111
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 815-877-7441

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

By action of its Board of Directors on November 14, 2006, Woodward Governor Company (the "Registrant") amended its Bylaws to reflect delegation of full and exclusive discretionary authority to the Compensation Committee in regard to the grant of awards under the Woodward Governor Company 2006 Omnibus Incentive Plan.

A copy of the Amendments to the Bylaws is filed as Exhibit 99.1 to this report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 Amendments to the Bylaws of Woodward Governor Company, dated November 14, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Woodward Governor Company
November 20, 2006	By:	Robert F. Weber, Jr.
		Name: Robert F. Weber, Jr.
		Title: Chief Financial Officer and Treasurer

Exhibit Index

Exhibit No.	Description
99.1	Amendments to the Bylaws of Woodward Governor Company, dated November 14, 2006

EX-99.1

Exhibit 99.1

WOODWARD GOVERNOR COMPANY
BOARD OF DIRECTORS
RESOLUTION
ADOPTED ON NOVEMBER 14, 2006

WHEREAS, the Board of Directors of the Woodward Governor Company (the “Corporation”) has determined that, in order that the Bylaws of the Corporation better reflect the direction and intent of Section 3.2 of the 2006 Omnibus Incentive Plan (the “Plan”) to delegate full and exclusive discretionary authority to the Compensation Committee in regard to the grant of Awards under the Plan, Section 4.1 of the Bylaws be amended accordingly;

NOW, THEREFORE, BE IT RESOLVED, that the last sentence of Section 4.1 of the Bylaws of the Corporation is hereby amended as follows:

All action taken by a committee shall be reported to the Board of Directors at its meeting next succeeding such action and shall be subject to approval and revision by the Board of Directors, provided that no legal rights of third parties, including the rights of any participant under an award pursuant to an employee benefit plan, can be impaired by any such failure to approve or shall be affected by any such revisions, and in no event shall the Board of Directors take any action with respect to the Compensation Committee which would cause the Woodward Governor Company 2006 Omnibus Incentive Plan (the “2006 Omnibus Incentive Plan”) to fail to comply with Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or cause the members of the Compensation Committee not to qualify as “non-employee directors” under said Rule 16b-3.