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  Woodward Governor

  Company

  5001 North Second Street

  P.O. Box 7001

  Rockford, IL 61125-7001

  USA

  Tel: 815-877-7441

  Fax: 815-639-6018

April 1, 2005

Via Facsimile to 202-942-9585

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, NW

Washington, DC 20549-0306

  Attention:

  Cindy C. Dalton, Staff Accountant

  Jay Webb, Review Accountant

  RE:

  Woodward Governor Company (File No. 0-08408)

  February 22, 2005 SEC Comment Letter

Ladies and Gentlemen:

This will respond to your comment letter of February
22, 2005 regarding the following periodic reports of Woodward Governor
Company:  Form 10-K for the year ended
September 30, 2004, Form 10-Q for the period ended December 31, 2004, and Form
8-K filed January 25, 2005.

As directed, the Company is filing this correspondence
via the EDGAR system and simultaneously delivering a copy via facsimile.  Set forth below are the responses of the
Company to the comments in your February 22, 2005 letter, with the number of
such responses corresponding to the numbers of your comments.

Form 10-K for the Fiscal Year Ended September 30, 2004

Item 8. Financial Statements and Supplementary Data — Page 5

1.               Article 2-02(a)(3) of Regulation S-X
requires that the accountants’ report indicate the city and state where
issued.  Please revise the report to
comply.

Response:

The Report of Independent Registered Public Accounting
Firm has been revised in Exhibit 13 to Form 10-K/A Amendment No. 1 for the
period ended September 30, 2004, which we have filed via the EDGAR system
concurrently with the filing of this correspondence.  The revised report indicates the city and
state where the report was issued, as required by Article 2-02(a)(3) of Regulation
S-X.  PricewaterhouseCoopers LLP issued
their report dated November 1, 2004, in Chicago, Illinois.

Item 9A. Controls and Procedures — Page 6

2.               Revise to clarify, if true, that your
officers concluded that your disclosure controls and procedures are also
effective to ensure that information required to be disclosed in the reports
that you file or submit under the Exchange Act is accumulated and
communicated to your management, including your CEO and CFO, to allow
timely decisions regarding required disclosure.  Refer to Exchange Act Rule 13(a)-15(e).

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Response:

Item 9A, Controls and Procedures, has been
revised in Form 10-K/A Amendment No. 1 for the fiscal year ended September 30,
2004, which we have filed via the EDGAR system concurrently with the filing of
this correspondence.  We have revised
Item 9A to clarify that John A. Halbrook, our chairman of the board and chief
executive officer, and Stephen P. Carter, our executive vice president, chief financial
officer and treasurer, concluded that our disclosure controls and procedures
were effective in achieving the objectives for which they were designed, which
include, without limitation, that information required to be disclosed in the
reports that we file or submit under the Act is accumulated and communicated to
management, including our principal executive officer (John A. Halbrook) and
principal financial officer (Stephen P. Carter), as appropriate to allow timely
decisions regarding required disclosure.
We referred to Exchange Act Rule 13(a)-15(e) in making this revision.

3.               Similarly, please apply the above comment
to Form 10-Q for the period ended December 31, 2004.  For your reference, see Item 4, Controls and
Procedures, on page 21 of Form 10-Q.

Response:

Item 4, Controls and Procedures, has been
revised in Form 10-Q/A Amendment No. 1 for the quarterly period ended December
31, 2004, which we have filed via the EDGAR system concurrently with the filing
of this correspondence.  We have revised
Item 4 to clarify that John A. Halbrook, our chairman of the board and chief
executive officer, and Stephen P. Carter, our executive vice president, chief
financial officer and treasurer, concluded that our disclosure controls and
procedures were effective in achieving the objectives for which they were
designed, which include, without limitation, that information required to be
disclosed in the reports that we file or submit under the Act is accumulated
and communicated to management, including our principal executive officer (John
A. Halbrook) and principal financial officer (Stephen P. Carter), as
appropriate to allow timely decisions regarding required disclosure.  We referred to Exchange Act Rule 13(a)-15(e)
in making this revision.

Signatures — Page 11

4.               Please note that modifications to the
signatory language are not permissible under the Form 10-K rules.  Amend your filing to remove the two
qualifying introductory paragraphs.

Response:

The Signatures section has been revised in Form 10-K/A
Amendment No. 1 for the fiscal year ended September 30, 2004, which we have
filed via the EDGAR system concurrently with the filing of this correspondence,
to remove the two qualifying introductory paragraphs that previously preceded
the signatory language.

5.               Please clearly identify the individual
signing in the following capacities: principal executive officer, principal
financial officer and principal accounting officer.  If an individual acts in more than one of the
listed capacities, the signature page should indicate all of the capacities in
which he/she is signing.

Response:

The Signatures section has been revised in Form 10-K/A
Amendment No. 1 for the fiscal year ended September 30, 2004, which we have
filed via the EDGAR system concurrently with the filing of this correspondence,
to clearly identify John A. Halbrook as the individual signing as the principal
executive officer and Stephen P. Carter as the individual signing as the
principal financial officer and principal accounting officer.

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General

6.               Additionally, please revise to correctly
identify the Annual Report pages which you intend to incorporate by
reference.  We note that the pages
intended to be incorporated by reference to your 2004 Annual Report do not
correspond to the actual pages in the annual report, as filed in Exhibit 13 on
EDGAR.  Similarly, we note this is also
true for the pages referenced to in your proxy statement dated December 8,
2004.

Response:

Page numbers have been revised in Form 10-K/A
Amendment No. 1 for the fiscal year ended September 30, 2004, which we have
filed via the EDGAR system concurrently with the filing of this
correspondence.  These revisions were
made to correctly identify the Annual Report pages and proxy statement pages as
filed on EDGAR that were incorporated by reference.

Page numbers have also been revised in Form 10-Q/A
Amendment No. 1 for the quarterly period ended December 31, 2004, which we have
filed via the EDGAR system concurrently with the filing of this
correspondence.  These revisions were
made to correctly identify the Annual Report pages as filed on EDGAR with our
Form 10-K/A Amendment No. 1 for the fiscal year ended September 30, 2004, that
were incorporated by reference.

Form 8-K filed January 25, 2005

7.               We note the sale of your aircraft
propeller synchronizer product line in the first quarter of fiscal 2005.  Please revise future filings to report the
revenues from external customers for each product and service or each group of
similar products and services unless it is impracticable to do so.  If providing the information is
impracticable, then please disclose that fact.
See paragraph 37 of SFAS 131.

Response:

Paragraphs 36 and 37 of Statement of Financial
Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and
Related Information” require enterprise-wide disclosure of “revenues from
external customers for each product and service or each group of similar
products and services unless it is impracticable to do so” (paragraph 37).  This requirement applies to all entities,
with the recognition that “some enterprises’ business activities are not
organized on the basis of differences in related products and services” and
that “an enterprise’s segments may report revenues from a broad range of
essentially different products and services, or more than one of its reportable
segments may provide essentially the same products and services” (paragraph
36).  Paragraph 36 concludes that the
information required by paragraph 37 “need be provided only if it is not
provided as part of the reportable operating segment information.”

In future filings, we will report the revenues from
external customers for each product and service or each group of similar
products and services unless it is impracticable to do so.  If providing the information is impracticable,
we will disclose that fact.  In
determining the information to be disclosed, we will consider the basis for the
organization of our business, the range of products and services from which
revenues from external customers are derived, and the information that is
provided as part of the reportable operating segment information.

As disclosed in Note 20 to our consolidated financial
statements at September 30, 2004 and 2003, and for each of the three years
ended September 30, 2004, our operations are organized based on the nature of
products and related services provided and consist of two operating segments —
Industrial Controls and Aircraft Engine Systems.  We view the products and related services
within each operating segment as a group of similar products and services.  The products we sell are all integral to
energy control systems.  Industrial
Controls provides energy control systems and components primarily to OEMs of
industrial

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engines, turbines, and other power equipment.  Aircraft Engine Systems provides energy
control systems and components primarily to OEMs of aircraft engines.  As a result, we believe that we met the
disclosure requirements of paragraph 37 of Statement No. 131 by disclosing
external net sales for each of our operating segments for each of the three
years ended September 30, 2004.

Aircraft propeller synchronizers, which are referred
to in your comment, are a part of the energy control system of an aircraft
engine and are viewed as similar to the other products of the Aircraft Engine
Systems’ operating segment.  External net
sales of aircraft propeller synchronizers were about $2 million annually, or
less than 0.3% of fiscal year 2004 consolidated net sales.

Form 10-Q for the Period Ended December 31, 2004

Item 1. Financial Statements - Page 2

Note (3) Revenue Recognition - Page 5

8.               We note you have added to your revenue
recognition disclosures the following:

“we account for payments made to customers as a
reduction of revenue unless they are made in exchange for identifiable goods or
services with fair values that can be reasonably estimated.  These reductions in revenues are recognized
immediately to the extent that the payments relate to past sales and are
recognized in future periods to the extent that the payments relate to future
sales, based on the specific facts and circumstances underlying each payment.”

Please supplementally clarify the nature of the
transactions to which this policy applies and tell us why this policy wasn’t
included in your 2004 Form 10-K disclosures.
Also, tell us the generally accepted accounting principles that support
such policy.  We may have further
comments after reviewing your response.

Response

The revenue recognition disclosure was expanded in our
Form 10-Q for the quarterly period ended December 31, 2004, to address the
situation where payments are made to customers, as described in Issue No. 01-09
of the Emerging Issues Task Force (EITF), “Accounting for Consideration Given
by a Vendor to a Customer (Including a Reseller of the Vendor’s Products.)”  The nature of the transaction that prompted
us to include the expanded disclosure in our financial statements relates to
payments associated with a customer’s engine program, as summarized in the
following paragraph.

In the quarter ended December 31, 2004, an agreement
was entered into under which one of our customers will purchase 100% of its
fuel system requirements for a specific new engine program from us, subject to
normal performance requirements customary to such agreements.  The production requirements of the fuel
system are expected to begin January 1, 2008, and run through at least December
31, 2017.  As part of the agreement, we
are obligated to provide consideration to the customer in the form of two
lump-sum payments payable by specified dates in calendar year 2005 totaling $5
million.

This policy was not included in our Form 10-K
disclosure for the fiscal year ended September 30, 2004, because all prior
comparable transactions, individually and in the aggregate, involved
significantly lesser amounts.  At $5
million, these payment obligations represented 0.7% of revenues for both the
twelve months ended September 30, 2004, and the twelve months ended December
31, 2004.  We concluded that expanding
our revenue recognition disclosure to cover such payments made to customers was
appropriate.

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The first portion of our expanded revenue recognition
disclosure — “we account for payments made to customers as a reduction of
revenue unless they are made in exchange for identifiable goods or services
with fair values that can be reasonably estimated” — was written to concisely
state the essence of the income characterization issue addressed by Paragraph 9
of the abstract of EITF Issue 01-09.

The second portion of our expanded revenue recognition
disclosure — “these reductions in revenues are recognized immediately to the
extent that the payments relate to past sales and are recognized in future
periods to the extent that the payments relate to future sales, based on the
specific facts and circumstances underlying each payment” — was written to
address recognition and measurement issues associated with payments made to
customers.  The EITF did not specifically
address when to recognize up-front nonrefundable consideration given by a
vendor to a customer in the vendor’s income statement (see paragraph 21 of the
abstract of EITF Issue 01-09), with the implication that recognition of an
asset is appropriate in certain situations and immediate income statement
recognition in other situations.  Our
policy focuses on the particular facts and circumstances of each customer
contract, including the likelihood of future product sales and the relationship
between payments and sales.  Our
objective is to most accurately reflect the amount of revenues associated with
sales in the period in which the sales occur.

Based on an analysis of specific facts and
circumstances for the transaction that triggered our expanded revenue
recognition disclosure, we concluded that the entire $5 million relates to
future sales and should be recognized as a reduction of revenues over our
exclusivity time period.  We believe such
costs are appropriately capitalized as the underlying exclusivity arrangement
related to the supply of aircraft components has attributes similar to an
intangible asset and meet the Financial Accounting Standard Board’s definition
of an asset in Concept Statement No. 6 (paragraph 25).  Some of the key facts and circumstances that
we considered were:  the exclusive nature
of the agreement; existing pricing agreements with this customer had
established pricing through the end of calendar year 2008 and were not being renegotiated;
the expected realization of the payments in future periods, as our analysis
indicates that margins on future new engine sales under this program will more
than exceed the $5 million paid up-front; the customer already has orders for
the engines on which our products are a key element; our demonstrated ability
to complete the development of products related to arrangements in this
industry in general a