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: April     22, 2010

(Date of earliest event reported)




Woodward Governor Company

(Exact name of registrant as specified in its charter)





DE

(State or other jurisdiction 
of incorporation)


000-8408

(Commission File Number)


36-1984010

(IRS Employer 
Identification Number)






1000 East Drake Road, Fort Collins, Colorado

(Address of principal executive offices)

 

80525

(Zip Code)




970-482-5811
(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 April 22, 2010, Woodward Governor Company (the "Registrant") reported its results of operations for its second fiscal quarter ended March 31, 2010. A copy of the news release issued by the Registrant concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits



Press release of Woodward Governor Company dated April 22, 2010.

(a) Financial statements:

             None

(b) Pro forma financial information:

             None

(c) Shell company transactions:

             None

(d) Exhibits

             99.1       Press Release of Woodward Governor Company dated April     22, 2010




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: April     22, 2010



WOODWARD GOVERNOR COMPANY

By:  /s/ A. Christopher Fawzy                      

     A. Christopher Fawzy

     Corporate Vice President, General Counsel, Corporate Secretary & Chief Compliance Officer







Exhibit Index



Exhibit No.
Description


99.1
Press Release of Woodward Governor Company dated April     22, 2010