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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Woodward Governor Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
980745103
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     þ Rule 13d-1(b)

     o Rule 13d-1(c)

     o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 

                     
CUSIP No.
  
980745103 
   Page  
2 
   of   
4 pages 

 

           
1   NAMES OF REPORTING PERSONS:
Woodward Governor Company Retirement Savings Plan
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 
    36-1984010
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
  (a)   o
  (b)   þ
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Rockford, Illinois
       
  5   SOLE VOTING POWER:
     
NUMBER OF   4,243,569
       
SHARES 6   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   0
       
EACH 7   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   4,243,569
       
WITH: 8   SHARED DISPOSITIVE POWER:
     
    0
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  4,243,569
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
  12.419%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  EP
 
(1)   All share numbers have been adjusted to reflect a three-for-one stock split effective February 1, 2006.

 

CUSIP No. 980745103
Item 1.
  (a)   Name of Issuer
 
      Woodward Governor Company
 
  (b)   Address of Issuer’s Principal Executive Offices
 
    5001 North Second Street
Rockford IL 61111
Item 2.
  (a)   Name of Person Filing
 
      Woodward Governor Company Retirement Savings Plan
 
  (b)   Address of Principal Business Office or, if none, Residence
 
    5001 North Second Street
Rockford, IL 61111
 
  (c)   Citizenship
 
      Rockford, IL
 
  (d)   Title of Class of Securities
 
      Common Stock
 
  (e)   CUSIP Number
 
      980745103
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
  (a)   o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)
 
  (b)   o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
  (c)   o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C.78c).
 
  (d)   o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
  (e)   o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f)   ý An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g)   o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h)   o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U>S.C. 1813);
 
  (i)   o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j)   o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
  (a)   Amount Beneficially Owned:
 
      4,243,569(1)
 
  (b)   Percent of class:
 
      12.419%
 
  (c)   Number of shares as to which the person has:
  (i)   Sole power to vote or direct the vote
 
      4,243,569(1)
 
  (ii)   Shared power to vote or to direct the vote
 
      ___
 
(1)   All share numbers have been adjusted to reflect a three-for-one stock split effective February 1, 2006.

Page 3 of 4 pages

 

  (iii)   Sole power to dispose or to direct the disposition of
 
      4,243,569(1)
 
  (iv)   Shared power to dispose or to direct the disposition of
 
      ___
Item 5. Ownership of Five Percent or Less of a Class o
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
          By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2007
/s/ Robert F. Weber, Jr.
By: Robert F. Weber, Jr., Chair, Investment Committee for the Plan

Page 4 of 4 pages