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: November  21, 2005

(Date of earliest event reported)




Woodward Governor Company

(Exact name of registrant as specified in its charter)





IL

(State or other jurisdiction 
of incorporation)


000-8408

(Commission File Number)


36-1984010

(IRS Employer 
Identification Number)






5001 North Second Street

(Address of principal executive offices)

 

61111

(Zip Code)




815-877-7441
(Registrant's telephone number, including area code)




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:



 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  







Item 2.02. Results of Operations and Financial Condition



On November 21, 2005, Woodward Governor Company (the "Registrant") reported its results of operations for its fiscal fourth quarter and fiscal 2005 ended September 30, 2005. A copy of the news release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.



The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.






Item 9.01. Financial Statements and Exhibits


(a) Financial statements:

             None

(b) Pro forma financial information:

             None

(c) Exhibits






             99.1       Press Release of Woodward Governor Company dated November  21, 2005






SIGNATURE


      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.








Dated: November  21, 2005



WOODWARD GOVERNOR COMPANY


By:  /s/ Robert F. Weber, Jr.                      

     Robert F. Weber, Jr.

     Chief Financial Officer and Treasurer








Exhibit Index



Exhibit No.
Description


99.1
Press Release of Woodward Governor Company dated November  21, 2005