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  08, 2004

(Date of earliest event reported)




Woodward Governor Company

(Exact name of registrant as specified in its charter)



IL

(State or other jurisdiction of incorporation)


 


000-08408

(Commission File Number)


 


36-1984010

(IRS Employer Indentification Number)




 


5001 North Second Street, Rockford, Illinois 

(Address of principal executive offices)


61111

(Zip Code)


 




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






Item 2.05. Costs Associated with Exit or Disposal Activities



On November 8, 2004, Woodward Governor Company (the "Registrant") reported it will consolidate its manufacturing operations in Hoofddorp, The Netherlands and Cheltenham, England with existing manufacturing operations in Germany and the U.S. 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.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits





99.1       Press Release of Woodward Governor Company dated November  08, 2004



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  08, 2004



WOODWARD GOVERNOR COMPANY

By:  /s/ Stephen P. Carter                      

     Stephen P. Carter

     Executive Vice President, Chief Financial Officer and Treasurer