February 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Schedule 13G
Woodward Govenor Company
Dear Sirs:
This notice is to inform you of an electronic filing (via
EDGAR), for SoGen International Fund, Inc., a Maryland
corporation (the "Fund"), and its investment adviser,
Societe Generale Asset Management Corp., a Delaware
corporation (the "Adviser"), of an Amendment No. 1
("Amendment No. 1") to the Schedule 13G pursuant to Rule 13d
2(b) under the Securities Exchange Act of 1934, as amended,
relating to the ownership by the Fund of common stock of
Woodward Govenor Company, an Illinois manufacturing company.
The Fund is an investment company registered as such under
Section 8 of the Investment Company Act of1940, as amended,
and the Adviser is an investment adviser registered as such
under Section 203 of the Investment Advisers Act of 1940, as
amended.
The filing fee of $100.00 payable to the Commission pursuant
to Rule 13d-7 has been wired to your account at Mellon Bank
on February 15, 1995.
The Schedule 13G has been sequentially numbered in
conformity with Rule 0-3(b).
Should you have any further concerns or require additional
information do not hesitate to contact Margaret Hartman at
212 278-5848.
Sincerely yours,
Philip J. Bafundo
Secretary
cc: Woodward Govenor Comapny
National Association of SecuritiesDealers, Inc.
3045
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
SCHEDULE 13G
Information statement pursuant to Rule 13d-1 and 13d-2
(Amendment No. 1 )(1)
Woodward Govenor Company
(Name of issuer)
Common Stock $0.0625 Par Value Per Share
(Title of class of securities)
980745103
(CUSIP number)
Check the following box if a fee is being paid with this
statement [x].(A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule13d-7.)
(Continued on following page (s))
(Page 1 of 6 Pages)
_________
(1) 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 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.).
13G
Page 2 of 6 Pages
CUSIP No. 980745103
1. NAME OF REPORTING PERSONS S.S. OR I.R.S IDENTIFICATION
NO.OF ABOVE PERSONS
Sogen International Fund, Inc. 132672902
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
68,847 Shared with its investment adviser, Societe
Generale Asset Management Corp.
7. SOLE DISPOSITIVE POWER
0
8. SHARED DIPOSITIVE POWER
68,847, Shared with its investment adviser
SocieteGenerale Asset Management Corp.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
68,847
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.24%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTIONS BEFORE
FILLING OUT 13G
Page 3 of 6 Pages
CUSIP No. 980745103
1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION
NO. OF ABOVE PERSONS
Societe Generale Asset Management Corp. 133557071
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OF PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
68,847 Shared with its investment advisory client,
Sogen International Fund, Inc.
7. SOLE DISPOSITIVE POWER
0
8. SHARED DIPOSITIVE POWER
68,847 Shared with its investment advisory client,
Sogen International Fund, Inc.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
68,847
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.24%
12. TYPE OF REPORTING PERSON*
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
Item 1
(a) Name of Issuer: Woodward Govenor Company (the "Issuer").
(b) Address of Issuer's Principal Executive Offices: 5001
North Second St., Rockford, Illinois 61125-7001.
Item 2
(a) Names of Persons Filing: SoGen International Fund, Inc.,
a Maryland corporation (the "Fund"), and its investment
adviser Societe Generale Asset Management Corp., a Delaware
corporation (the "Adviser").
(b) Address of Principal Business Office: The principal
business offices of the Fund and the Adviser are located at
1221 Avenue of the Americas, New York, NY 10020.
(c) Citizenship: The Fund is a Maryland corporation. The
Adviser is a Delaware corporation.
(d) Title of Class of Securities: Common Stock
$0.0625 Par Value Per Share (the "Shares").
(e) CUSIP Number
980745103
Item 3
The persons filing this Schedule 13G are:
(c) an investment company registered under Section 8 of the
Investment Company Act of 1940, as amended (the "Fund"), and
(d) an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940, as amended (the
"Adviser").
Page 4 of 6
Schedule 13G
Item 4
Ownership
(a) Amount Beneficially Owned: The Fund beneficially owns
68,847 Shares. The Adviser, by virtue of its powers under
its investment advisory contract with the Fund, may be
deemed to be a beneficial owner of such Shares.
(b) Percentage of class: The Fund beneficially owns 6.24% of
the outstanding Shares. The Adviser may be deemed to be the
beneficial owner of 6.24% of the outstanding Shares.
(c) Number of Shares As to Which Such Persons Have:
(i) sole power to vote or direct the vote:
68,847
(ii) shared power to vote or direct the vote:
None
(iii) sole power to dispose or to direct the disposition
of:
68,847
(iv) shared power to dispose or to direct the disposition
of: None
Item 5
Ownership of Five Percent or Less of a Class
Not Applicable.
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.
Page 5 of 6
Schedule 13G
Item 10
Certification
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the Issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such 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.
Dated: January 31, 1995
SOGEN INTERNATIONAL FUND, INC.
By: /s/ JeanMarie Eveillard
JeanMarie Eveillard, President
SOCIETE GENERALE ASSET MANAGEMENT CORP.
By: /s/ JeanMarie Eveillard
Jean Marie Eveillard, President
Page 6 of 6
