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EXHIBIT 4.2




FIRST AMENDMENT TO RIGHTS AGREEMENT




     This agreement, effective as of December 1, 2004 (the “Effective Date”),
by and among Winland Electronics, Inc., a Minnesota corporation (the
“Company”), Wells Fargo Bank, N.A., f/k/a Wells Fargo Bank Minnesota, N.A.
(“Wells Fargo”) and Registrar and Transfer Company (“RTC”) amends the Rights
Agreement dated December 9, 2003 (the “Rights Agreement”) by and between the
Company and Wells Fargo.



RECITALS





	A.	 	The Company and Wells Fargo entered into that certain Rights Agreement
effective as of December 9, 2003;
	 
	B.	 	The Company desires to use RTC as the Rights Agent under the Rights
Agreement;
	 
	C.	 	The Company, Wells Fargo and RTC agree that, as of the Effective Date,
Wells Fargo shall cease to be the Rights Agent under the Rights Agreement
and RTC shall be named as the Rights Agent;
	 
	D.	 	The parties now desire to amend the Rights Agreement on the terms set
forth below.




AGREEMENTS




     The parties hereby agree as follows:




	1.	 	All capitalized terms not otherwise defined in this Amendment shall have
the meanings set forth in the Rights Agreement.
	 
	2.	 	As of the Effective Date, Wells Fargo shall cease to hold all rights and
responsibilities as “Rights Agent” under the Rights Agreement.
	 
	3.	 	As of the Effective Date, RTC agrees to serve as “Rights Agent” under the
Rights Agreement, as amended, and agrees to all terms of the Rights
Agreement, as amended.
	 
	4.	 	As of the Effective Date, all references to the “Rights Agent” in the
Rights Agreement shall mean Registrar and Transfer Company.
	 
	5.	 	The portion of Section 3(c) of the Rights Agreement describing the legend
is amended to read as follows:





“This certificate also evidences and entitles the holder hereof to
certain rights as set forth in an Agreement between Winland
Electronics, Inc. and Registrar and Transfer Company, as successor to
Wells Fargo Bank Minnesota, N.A., dated as of December 9, 2003, as
amended December 1, 2004, and as it may be amended from time to time
(the “Agreement”), the terms of which are hereby incorporated herein
by reference



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and a copy of which is on file at the principal executive offices of
Winland Electronics, Inc. Under certain circumstances, as set forth
in the Agreement, such Rights (as defined in the Agreement) will be
evidenced by separate certificates and will no longer be evidenced by
this certificate. Winland Electronics, Inc. will mail to the holder
of this certificate a copy of the Agreement without charge after
receipt of a written request therefor. As set forth in the Agreement,
Rights beneficially owned by any Person (as defined in the Agreement)
who becomes an Acquiring Person (as defined in the Agreement) become
null and void.”




	6.	 	The fifth sentence of Section 24 of the Rights Agreement is amended to
read as follows:





“Any successor Rights Agent, whether appointed by the Company or by
such a court, shall be (a) a legal business entity organized and doing
business under the laws of the United States or of any state in the
United States, in good standing which is authorized to conduct a stock
transfer business and is subject to supervision or examination by
federal or state authority and is registered as a Transfer Agent in
accordance with the applicable provisions of the Securities and
Exchange Act of 1934, as amended, and is qualified to act as a
Transfer Agent under the Rules of the New York Stock Exchange or (b)
an affiliate of a corporation described in clause (a) of this
sentence.”




	7.	 	Section 29 of the Rights Agreement is amended to read in full as follows:





“Notices. Notices or demands authorized by this Agreement to be given
or made by the Rights Agent or by the holder of any Right Certificate
to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is
filed in writing with the Rights Agent) as follows:



Winland Electronics, Inc.

1950 Excel Drive

Mankato, MN 56001

Attention: Corporate Secretary




Subject to the provisions of Section 21 hereof, any notice or demand
authorized by this Agreement to be given or made by the Company or by
the holder of any Right Certificate to or on the Rights Agent shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing with the
Company) as follows:



Registrar and Transfer Company

10 Commerce Drive

Cranford, NJ 07016

Attention: Winland Electronics Account Manager




Notices or demands authorized by this Agreement to be given or made by
the Company or the Rights Agent to the holder of any Right Certificate
shall be



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sufficiently given or made if sent by first-class mail, postage
prepaid, addressed to such holder at the address of such holder as
shown on the registry books of the Company.”




	8.	 	This amendment shall be governed by and construed in accordance with the
laws of the State of Minnesota applicable to contracts made and to be
performed entirely within such State.
	 
	9.	 	This Amendment may be executed in any number of counterparts and each of
such counterparts shall, for all purposes, be deemed to be an original,
and all such counterparts shall together constitute but one and the same
instrument.




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	 	 	IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.


	 	 	 	 	 
	 	WINLAND ELECTRONICS, INC.

 	 
	 	By:  	/s/ Jennifer A. Thompson
 	 
	 	 	Its:  Chief Financial Officer 	 
	 	 	 	 
	 


	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Cindy Gesme
 	 
	 	 	Its: Account Manager/Officer 	 
	 	 	 	 
	 


	 	 	 	 	 
	 	REGISTRAR AND TRANSFER COMPANY

 	 
	 	By:  	/s/ William P. Tatler
 	 
	 	 	Its: Vice President 	 
	 	 	 	 
	 





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