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): September 25, 2008

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.)
1000 E. Drake Road, Fort Collins, Colorado		80525
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 970-482-5811

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 8.01 Other Events.

On September 25, 2008, the Board of Directors of Woodward Governor Company approved a quarterly cash dividend of $0.06 per share, payable on December 1, 2008 to shareholders of record as of the close of business on November 17, 2008.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:
99.1 Press Release of Woodward Governor dated September 25, 2008

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
September 25, 2008	By:	A. Christopher Fawzy
		Name: A. Christopher Fawzy
		Title: Vice President, General Counsel and Corporate Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Woodward Governor dated September 25, 2008

EX-99.1

News Release

Woodward Governor Company
1000 East Drake Road
Fort Collins, Colorado 80525, USA
Tel: 970-482-5811
Fax: 970-498-3058

FOR IMMEDIATE RELEASE

CONTACT: Rose Briani-Burden

Business Communications
815-639-6282

Woodward Announces Declaration of Dividend

Fort Collins, Colo., September 25, 2008—Woodward Governor Company (Nasdaq:

WGOV) announced today that its Board of Directors has approved a quarterly cash
dividend of $0.06 per share, payable on December 1, 2008 to shareholders of
record as of the close of business on November 17, 2008.
About Woodward
Woodward is an independent designer, manufacturer, and service provider of
energy control and optimization solutions for engines, aircraft and industrial
turbines, and electrical power system equipment. The company’s innovative fluid
energy, combustion control, electrical energy, and motion control systems help
customers offer cleaner, more reliable and cost-effective equipment. Woodward
is headquartered in Fort Collins, Colo., USA and serves global markets in
aerospace, power and process industries, and transportation. 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, 2007, and the Quarterly Report Forms 10-Q for the quarters
ended December 31, 2007, March 31, 2008, and June 30, 2008.

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