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 28, 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.

By action of its Board of Directors on November 28, 2006, Woodward Governor Company (the "Registrant") amended its Bylaws to allow flexibility in determining the location of meetings of stockholders and of the Board of Directors.

Additional details are included in a copy of the news release furnished as Exhibit 99.1 to this Form 8-K.

A copy of the Amendments to the Bylaws is filed as Exhibit 99.2 to this report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 News Release issued by Woodward Governor Company, dated November 30, 2006
99.2 Amendments to the Bylaws of Woodward Governor Company, dated November 28, 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 30, 2006	By:	Robert F. Weber, Jr.
		Name: Robert F. Weber, Jr.
		Title: Chief Financial Officer & Treasurer

Exhibit Index

Exhibit No.	Description
99.1	99.1 News Release issued by Woodward Governor Company, dated November 30, 2006
99.2	99.1 Amendments to the Bylaws of Woodward Governor Company, dated November 28, 2006

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT: Rose Briani-Burden

Business Communications
815-639-6282

Woodward designates Fort Collins, Colorado as corporate headquarters

Rockford, Ill., November 30, 2006—Woodward Governor Company (NASDAQ: WGOV) announced today that it will designate Fort Collins, Colorado, as its corporate headquarters, effective January 1, 2007.

“Today, the Colorado site is the location of a number of our senior executives who have the primary responsibility for the majority of our global business activities,” commented Thomas Gendron, President and Chief Executive Officer. “In the past several months, we have relocated a few key leaders and functions to Colorado, which we believe has improved communication and realized efficiencies.”

“The designation of Fort Collins as Woodward’s corporate headquarters will have minimal impact on our employment and community support in Rockford and the surrounding areas,” said Gendron.

“The Rockford and Rockton facilities will remain as major centers for Woodward worldwide,” said Gendron. With recent aerospace contract wins, staffing levels at Rockford and Rockton have grown to more than 1,200 full-time members.

“We feel positive about Colorado and the Fort Collins community,” said Gendron. “Woodward’s employment level is strong at our Fort Collins and Loveland facilities with total employment at approximately 1,100 members.”

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About Woodward

Woodward is the world’s largest independent designer, manufacturer, and service provider of energy control solutions for aircraft engines, industrial engines and turbines, and power generation and mobile industrial equipment. The company’s innovative control, fuel delivery, and combustion systems help customers worldwide operate cleaner, more reliable, and cost effective equipment. Woodward is headquartered in Rockford, Illinois, and serves global power generation, transportation, process industries, and aerospace markets from locations worldwide. Visit our website at www.woodward.com.

The statements in this release concerning the company’s future sales, earnings, business performance, prospects, and the economy in general reflect current expectations and are forward-looking statements that involve risks and uncertainties. Actual results could differ materially from projections or any other forward-looking statement and we have no obligation to update our forward-looking statements. Factors that could affect performance and could cause actual results to differ materially from projections and forward-looking statements are described in Woodward’s Annual Report and Form 10-K for the year ended September 30, 2005 and Form 10-Q for the quarter ended June 30, 2006. Woodward’s Form 10-K for the year ended September 30, 2006 will be issued by mid-December 2006.

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Exhibit 99.2

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

WHEREAS, the Board of Directors of the Woodward Governor Company (the “Corporation”) have determined that it is in the best interests of the Corporation to amend the Bylaws of the Corporation to allow flexibility in determining the location of meetings of stockholders and of the Board of Directors;

NOW, THEREFORE, BE IT RESOLVED, that Section 2.1 of the Bylaws of the Corporation is hereby amended and restated in its entirety to read as follows:

SECTION 2.1. PLACE OF MEETINGS

All meetings of the stockholders for the election of directors shall be held at such place as may be fixed from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

BE IT RESOLVED FURTHER, that the third sentence of Section 3.8 of the Bylaws of the Corporation is hereby amended as follows:

Regular meetings shall be held at such place as may be fixed from time to time by the Board of Directors and stated in the notice of the meeting.