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# UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q

(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly
period ended 04/02/2005

OR

[ ] TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT
OF 1934

For the transition period from __________________ to __________________

Commission File Number
0-5971

WOODHEAD
INDUSTRIES, INC. (Exact name of registrant as specified in its charter)

|DELAWARE                                                       | 36-1982580                      
|-------------------------------------------------------------- | --------------------------------
|(State or other jurisdiction of
incorporation or organization) | (IRS EmployerIdentification No.)

|THREE PARKWAY NORTH
#550, Deerfield, IL  | 60015     
|---------------------------------------- | ----------
|(Address of principal
executive offices) | (Zip Code)

(Registrants
telephone number, including area code) (847)-236-9300

|                                                                                   
|-----------------------------------------------------------------------------------
|(Former
name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X  No.

Indicate by check mark whether the
registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)
Yes X  No.

The number of common shares
outstanding as of April 28, 2005 was 12,229,424.

---

1

TABLE OF CONTENTS

Part I - FINANCIAL INFORMATION

|                                                                                               | 
|---------------------------------------------------------------------------------------------- | 
|Item 1 - Financial Statements                                                                  | 
|Consolidated Balance Sheets                                                                    | 
|Consolidated Statements of Income                                                              | 
|Consolidated Statements of Cash Flows                                                          | 
|Consolidated Statements of Comprehensive Income                                                | 
|Notes to Financial Statements                                                                  | 
|Item 2 - Managements Discussion and Analysis of Financial Condition and Results of Operations | 
|Item 3 - Quantitative and Qualitative Disclosures about Market Risk                            | 
|Item 4 - Internal Controls and Procedures                                                      | 
|                                                                                              
|Part II - OTHER INFORMATION                                                                    | 
|Item 1 - Legal Proceedings                                                                     | 
|Item 4 - Submission of Matters to a Vote of Security Holders                                   | 
|Item 6 - Exhibits                                                                              | 
|Signatures                                                                                     | 

2

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# Part
I  FINANCIAL INFORMATIONItem 1  Financial
Statements

Woodhead Industries, Inc.Consolidated
Balance SheetsAs of April 2, 2005 and October 2,
2004 (Amounts in Thousands)

|                                                     |  | Unaudited
|---------------------------------------------------- |  | ---------
|
|
|Current Assets                                       |  |          
|Cash and short-term investments                      |  |          
|Accounts receivable, net                             |  |          
|Inventories                                          |  |          
|Prepaid expenses                                     |  |          
|Refundable income taxes                              |  |          
|Deferred income taxes                                |  |          
|                                                     | 
|Total current assets                                 |  |          
|Property, plant and equipment, net                   |  |          
|Other Intangible assets, net                         |  |          
|Goodwill, net                                        |  |          
|Deferred income taxes                                |  |          
|Other Assets                                         |  |          
|                                                     | 
|Total Assets                                         |  |          
|                                                     | 
|                                                    
|Liabilities and Stockholders Investment             |  |          
|Current Liabilities                                  |  |          
|Accounts payable                                     |  |          
|Accrued expenses                                     |  |          
|Income taxes payable                                 |  |          
|Current portion of long-term debt                    |  |          
|                                                     | 
|Total current liabilities                            |  |          
|Long-term debt                                       |  |          
|Deferred income taxes                                |  |          
|Other liabilities                                    |  |          
|                                                     | 
|Total Liabilities                                    |  |          
|                                                    
|Stockholders investment:                            |  |          
|Common stock at par (shares issued: 12,226 at 4/2/05 |  |          
|and 12,147 at 10/2/04)                               |  |          
|Additional paid-in capital                           |  |          
|Deferred stock compensation                          |  |          
|Accumulated other comprehensive income               |  |          
|Retained earnings                                    |  |          
|                                                     | 
|Total stockholders investment                       |  |          
|                                                     | 
|Total Liabilities and Stockholders Investment       |  |          
|                                                     | 

The accompanying notes are an
integral part of these statements.

3

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Woodhead Industries, Inc.Consolidated
Statements of IncomeFor the Three and Six Months ended
April 2, 2005 and March 27, 2004 (Amounts in Thousands, except per share data, unaudited)

|                                           |  | Three Months Ended |   | Six Months Ended
|------------------------------------------ |  | ------------------ | - | ----------------
|
|Net Sales                                  |  |                    | $ | 56,393          
|Cost of Sales                              |  |                    |   | 35,548          
|                                           |  |                    |   |                 
|Gross Profit                               |  |                    |   | 20,845          
|Operating Expenses                         |  |                    |   | 17,748          
|Restructuring and Other Related Charges    |  |                    |   |                
|                                           |  |                    |   |                 
|Total Operating Expenses                   |  |                    |   | 17,748          
|Income From Operations                     |  |                    |   | 3,097           
|Other Expenses                             |  |                   
|Interest Expense                           |  |                    |   | 544             
|Interest Income                            |  |                    |   | (67             
|Other (Income) / Expenses, Net             |  |                    |   | 515             
|                                           |  |                    |   |                 
|Income Before Taxes                        |  |                    |   | 2,105           
|Provision For Income Taxes                 |  |                    |   | 778             
|                                           |  |                    |   |                 
|Net Income                                 |  |                    | $ | 1,327           
|                                          
|Earnings per share                         |  |                   
|Basic                                      |  |                    | $ | 0.11            
|Diluted                                    |  |                    | $ | 0.11            
|                                          
|Weighted-average common shares outstanding |  |                   
|Basic                                      |  |                    |   | 12,124          
|Diluted                                    |  |                    |   | 12,287          
|Dividends Per Share                        |  |                    | $ | 0.10            

The accompanying notes are an
integral part of these statements.

4

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Woodhead Industries, Inc.Consolidated
Statements of Cash FlowsFor the Six Months ended April 2, 2005 and March 27, 2004
 (Amounts in Thousands, unaudited)

|                                                       |  | Six Months ended
|------------------------------------------------------ |  | ----------------
|
|Cash flows from operating activities:                  |  |                 
|Net income for the period                              |  |                 
|Adjustments to reconcile net income to net             |  |                 
|cash flows from operating activities:                  |  |                 
|Depreciation and amortization                          |  |                 
|Deferred tax expense                                   |  |                 
|(Increase) Decrease in:                                |  |                 
|Accounts receivable                                    |  |                 
|Inventories                                            |  |                 
|Prepaid expenses                                       |  |                 
|Other assets                                           |  |                 
|(Decrease) Increase in:                                |  |                 
|Accounts payable                                       |  |                 
|Accrued expenses                                       |  |                 
|Income taxes payable                                   |  |                 
|Other liabilities                                      |  |                 
|                                                       | 
|Net cash flows provided by operating activities        |  |                 
|                                                       | 
|Cash flows from investing activities:                  |  |                 
|Purchases of property, plant & equipment               |  |                 
|Retirements or sale of property, plant & equipment     |  |                 
|                                                       | 
|Net cash provided by (used for) investing activities   |  |                 
|                                                       | 
|Cash flows from financing activities:                  |  |                 
|Proceeds from exercise of stock options                |  |                 
|Dividend payments                                      |  |                 
|                                                       | 
|Net cash used for financing activities                 |  |                 
|                                                       | 
|Effect of exchange rates                               |  |                 
|                                                       | 
|Net increase in cash and short-term investments        |  |                 
|                                                      
|Cash and short-term investments at beginning of period |  |                 
|Cash and short-term investments at end of period       |  |                 
|                                                       | 
|Supplemental cash flow data                            |  |                 
|Cash paid during the period for:                       |  |                 
|Interest                                               |  |                 
|Income taxes                                           |  |                 

The
accompanying notes are an integral part of these statements.

5

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Woodhead Industries, Inc.
Consolidated Statements of Comprehensive Income
For the Three and Six Months ended April 2, 2005 and March 27, 2004
(Amounts in Thousands, unaudited)

|                                                                   |  | Three Months Ended |   | Six Months Ended
|------------------------------------------------------------------ |  | ------------------ | - | ----------------
|
|Net income                                                         |  |                    | $ | 1,327           
|Other comprehensive income:                                        |  |                   
|Accumulated foreign currency translation 
              Adjustment |  |                    |   | (3,168          
|Minimum pension liability adjustment, 
              Net of tax    |  |                    |   | 230             
|Unrealized loss on cash flow hedging 
              Instrument     |  |                    |   | 13              
|                                                                   |  |                    |  
|Comprehensive income, net                                          |  |                    | $ | (1,598          
|                                                                   |  |                    |  

The accompanying notes are an
integral part of these statements.

6

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Woodhead Industries, Inc.Notes to Financial Statements(Amounts in Thousands, except per
share data, unaudited)

|1. |  | BASIS
OF PRESENTATION
|-- |  | ---------------------

Our consolidated financial statements
include the accounts of all our wholly owned subsidiaries, including those operating
outside the United States. All material intercompany transactions have been eliminated in
consolidation. We prepare our financial statements in conformity with United States
Generally Accepted Accounting Principles. In preparing the financial statements, we must
use some estimates and assumptions that may affect reported amounts and disclosures. Among
others, we use estimates when accounting for depreciation, amortization, employee
benefits, asset valuation allowances, and loss contingencies. We are also subject to risks
and uncertainties that may cause actual results to differ from those estimates. Interim
results are not necessarily indicative of results for a full year. Certain amounts in the
prior period financial statements have been reclassified to conform to the current period
presentation.

The accompanying unaudited,
consolidated financial statements have been prepared pursuant to rules and regulations of
the Securities and Exchange Commission and, therefore, do not include all information and
footnote disclosures normally included in audited financial statements. In the opinion of
management, all normal and necessary adjustments have been made to ensure a fair statement
of the results for the interim period.

The information included in this Form
10-Q should be read in conjunction with Managements Discussion and Analysis of
Financial Condition and Results of Operations, and Financial Statements and Notes thereto
included in the Woodhead Industries, Inc. 2004 Form 10-K.

|2. |  | RECENT
ACCOUNTING PRONOUNCEMENTS
|-- |  | --------------------------------

In December 2004, the Financial
Accounting Standards Board (FASB) issued the revised SFAS No. 123, Share-Based Payment(SFAS No. 123(R)). SFAS No. 123(R) requires compensation costs related to share-based
payment transactions to be recognized in the financial statements. Generally, compensation
cost will be measured based on the grant-date fair value of the equity or liability
instrument issued. In addition, liability awards will be remeasured each reporting period.
Compensation cost will be recognized over the requisite service period, generally as the
award vests. We are required to adopt SFAS No. 123(R) in the first quarter of fiscal 2006.
SFAS No. 123(R) applies to all awards granted after June 30, 2005 and to previously
granted awards unvested as of the adoption date. We continue to evaluate the effect of
SFAS No. 123(R) on our financial statements and the related disclosures that will be
required.

In January 2003 we adopted SFAS No.
146, Accounting for Costs Associated with Exit or Disposal Activities,which
generally requires that a liability for costs associated with an exit or disposal activity
be expensed as incurred. Exit costs primarily consist of future minimum lease payments on
vacated facilities, facility closure costs and facility consolidation costs. Employee
separation costs consist primarily of severance costs. At each reporting date, we evaluate
our accruals for exit costs and employee separation costs to ensure that the accruals are
still appropriate. In certain circumstances, accruals are no longer required because of
efficiencies in carrying out the plans or because employees previously identified for
separation resigned unexpectedly and did not receive severance or were redeployed due to
circumstances not foreseen when the original plans were initiated. For the quarter ending
April 2, 2005 our expanded disclosure regarding restructuring and other related charges is
included in Footnote No. 9.

In January 2003 the FASB issued FASB
Interpretation No. 46 (FIN 46), Consolidation of Variable Interest
Entities,which requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient equity at
risk for the entity to finance its activities without additional subordinated financial
support from other parties. FIN 46 was effective immediately for all new variable interest
entities created or acquired after January 31, 2003. We do not have any variable interest
entities that require consolidation under FIN 46.

7

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In December 2003 the FASB issued SFAS
No. 132(R). This statement revises employers disclosures about pension plans and
other post retirement benefit plans. SFAS No. 132(R) generally does not change the
measurement or recognition standards for how employers account for pension and other post
retirement benefits under SFAS No. 87, Employers Accounting for Pensions and
SFAS No. 106, Employers Accounting for Postretirement Benefits Other Than
Pensions. SFAS No. 132(R) retains the disclosure requirements contained in original
SFAS No. 132, Employers Disclosures about Pensions and Other Postretirement
Benefits, which it replaces. SFAS No. 132(R) now requires additional disclosures to
those in the original SFAS No. 132 about assets, obligations, cash flows, and net periodic
benefit cost of defined benefit pension plans and other defined benefit postretirement
plans. For the quarter ending April 2, 2005 our additional disclosure is included in
Footnote No. 11.

|3. |  | INVENTORIES
|-- |  | -----------

Inventories at the balance sheet
dates were comprised of the following:

|                                   |  | 4/2/05 |   | 10/2/04
|---------------------------------- |  | ------ | - | -------
|                                  
|Inventories valued using FIFO      |  |        | $ | 12,711 
|                                  
|Inventories valued using LIFO:     |  |       
|At FIFO cost                       |  |        |   | 11,532 
|Less: Reserve to reduce to LIFO    |  |        |   | (2,333 
|                                  
|LIFO Inventories                   |  |        |   | 9,199  
|                                  
|Total Inventories                  |  |        | $ | 21,910 
|                                  
|Inventory composition using FIFO   |  |       
|Raw materials                      |  |        |   | 15,221 
|Work-in-process and finished goods |  |        |   | 9,022  
|                                  
|Total Inventories at FIFO          |  |        | $ | 24,243 
|                                  

There was a $0.1 million LIFO benefit
on net income for the six months ended April 2, 2005 compared to a $0.2 million benefit
for the six months ended March 27, 2004. Had we used the FIFO method for all inventories,
net income would have been $0.1 million lower for the six months ended April 2, 2005.

|4. |  | PROPERTY,
PLANT AND EQUIPMENT
|-- |  | -----------------------------

|                                                |  | 4/2/05 |   | 10/2/04 
|----------------------------------------------- |  | ------ | - | --------
|                                               
|                                               
|Property, plant and equipment, at cost          |  |        | $ | 159,854 
|Less: Accumulated depreciation and amortization |  |        |   | (102,271
|                                               
|Property, plant and equipment, net              |  |        | $ | 57,583  
|                                               

During the first six months of fiscal
2005 we purchased $4.1 million of property, plant and equipment compared to $3.9 million
in the first six months of fiscal 2004. For the quarter ended April 2, 2005 we purchased
$2.1 million of property plant and equipment compared to $2.0 million for the quarter
ended March 27, 2004.

|5. |  | LONG
TERM DEBT
|-- |  | --------------

On April 28, 2004 we entered into a
new three-year revolving credit agreement with our existing bank that provides for
borrowings up to $25.0 million at the banks prime or offered rate. This agreement
will expire on April 28, 2007. This new revolving credit agreement states that the maximum
ratio of debt to EBITDA, as defined, shall be no greater than 2.5 to 1.0 and minimum
interest coverage ratio, as defined, shall be no less than 2.5 to 1.0. We are in
compliance with all provisions of our credit agreement. On April 2, 2005 and October 2,
2004 we had no short-term borrowings.

Included in our financial statements
is a $17.4 million 6.64% senior guaranteed note, which is held by a subsidiary and has a
parental guarantee. In addition, there is a $13.5 million 6.81% senior guaranteed note
held by the parent company, which is guaranteed by our U.S. subsidiaries.

8

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|6. |  | EARNINGS
PER SHARE
|-- |  | ------------------

Basic earnings per share exclude
dilution, and diluted earnings per share reflect the potential dilution that could occur
if stock options were exercised. The reconciliation between basic and diluted earnings per
share is as follows:

|                                              |  | Three Months Ended |   | Six Months Ended
|--------------------------------------------- |  | ------------------ | - | ----------------
|
|                                             
|Net Income                                    |  |                    | $ | 1,327           
|Earnings per share                            |  |                   
|Basic                                         |  |                    | $ | 0.11            
|Diluted                                       |  |                    | $ | 0.11            
|                                              | 
|                                             
|Weighted-average number of shares outstanding |  |                    |   | 12,124          
|Dilutive common stock options                 |  |                    |   | 163             
|                                              |  |                    |   |                 
|Weighted-average number of shares outstanding |  |                   
|Plus dilutive common stock options            |  |                    |   | 12,287          
|                                              | 

|7. |  | CAPITAL
STOCK
|-- |  | -------------

Our total authorized stock is
40,000,000 shares, consisting of 10,000,000 shares of preferred stock, par value $0.01 per
share, and 30,000,000 shares of common stock, par value $1.00 per share. No shares of
preferred stock have been issued to date. Common stock issued was 12,226,000 and
12,147,000 on April 2, 2005 and October 2, 2004, respectively.

We apply Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations, including FIN 44, Accounting for Certain Transactions Involving Stock
Compensation in accounting for the plans. Accordingly, we do not recognize
compensation expense related to option grants. We adopted SFAS No. 148, Accounting for
Stock Based Compensation, which amended SFAS No. 123, Accounting for Stock Based
Compensation. The following table, per SFAS No. 148, summarizes results as if we had
recorded compensation expense for option grants during the six months ended April 2, 2005
and March 27, 2004:

|                                       |  | 4/2/2005 |   | 3/27/2004
|-------------------------------------- |  | -------- | - | ---------
|                                       | 
|Net Income                             |  |          |   |          
|As reported                            |  |          | $ | 2,543    
|Stock based employee compensation cost |  |          |   | (662     
|                                       |  |         
|Pro forma                              |  |          | $ | 1,881    
|Basic earnings per share               |  |         
|As reported                            |  |          | $ | 0.21     
|Stock based employee compensation cost |  |          |   | (0.05    
|                                       |  |         
|Pro forma                              |  |          | $ | 0.16     
|Diluted earnings per share             |  |         
|As reported                            |  |          | $ | 0.21     
|Stock based employee compensation cost |  |          |   | (0.05    
|                                       |  |         
|Pro forma                              |  |          | $ | 0.16     
|                                       | 

The pro forma effect of stock option
grants on results of operations may not be representative of the pro forma effect on
results of operations for future years.

9

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|8. |  | SEGMENT
AND GEOGRAPHIC DATA
|-- |  | ---------------------------

Segment reporting is presented in
accordance with SFAS No. 131, Disclosure about Segments of an Enterprise and Related
Information. SFAS No. 131 requires us to report certain financial information in a
manner similar to the way we report it to the chief operating decision maker for the
purpose of evaluating performance and allocating resources to the various business
segments. We identified the Chief Executive Officer as the chief operating decision maker.

Our operating segments are based on
the organization of business groups comprised of similar products and services. Revenues
in our Industrial Communications and Connectivity Products Segment
(Connectivity Segment) are primarily derived from sales of system components to
devices in open networks for automated manufacturing and distribution applications.
Revenues in our Electrical Safety & Industrial Products Segment
(Electrical Segment) are primarily derived from sales of specialized products to
support enhanced safety and productivity on the factory floor.

Sales between segments were not
significant. Sales in geographic areas were determined by customer location. No single
customer accounted for 10 percent or more of our total revenue. Sales in foreign countries
did not meet minimum disclosure requirements. We did not allocate certain corporate
expenses, primarily those related to the overall management of the corporation, to the
segments or geographic areas. Both segments share certain production facilities and
equipment (PP&E). These assets, and related additions and depreciation, were allocated
based on unit production. Geographic data on assets is based on the physical location of
those assets. Corporate assets were primarily investments in subsidiaries and cash.

10

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Three Months
(Amounts in Thousands, unaudited)Segment data

|                    |  | Net Sales |   | Income from Operations
|------------------- |  | --------- | - | ----------------------
|
|
|Connectivity        |  |           | $ | 42,495                
|Electrical          |  |           |   | 13,898                
|Corporate and other |  |           |   |                      
|                    |  |           |  
|Total               |  |           | $ | 56,393                
|                    |  |           |  

|                    |  | Additions to long-lived assets |   | Depreciation and Amortization
|------------------- |  | ------------------------------ | - | -----------------------------
|
|
|Connectivity        |  |                                | $ | 1,341                        
|Electrical          |  |                                |   | 761                          
|Corporate and other |  |                                |   | 6                            
|                    |  |                                |  
|Total               |  |                                | $ | 2,108                        
|                    |  |                                |  

|                    |  | Total Assets
|------------------- |  | ------------
|
|Connectivity        |  |             
|Electrical          |  |             
|Corporate and other |  |             
|                    | 
|Total               |  |             
|                    | 

|                                     |  | Three Months Ended
|------------------------------------ |  | ------------------
|
|                                     |  |                   
|Income from operations               |  |                   
|Less: Interest income (expense), net |  |                   
|Other income (expense), net          |  |                   
|Income taxes                         |  |                   
|                                     | 
|Net Income                           |  |                   
|                                     | 

|                   
|-------------------
|Three Months Ended 
|4/2/05             
|                   
|United States      
|All other countries
|                   
|Total              
|                   
|                   
|                   
|                   
|                   

11

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Six Months
(Amounts in Thousands, unaudited)Segment data

|                    |  | Net Sales |   | Income from Operations
|------------------- |  | --------- | - | ----------------------
|
|
|Connectivity        |  |           | $ | 79,381                
|Electrical          |  |           |   | 25,688                
|Corporate and other |  |           |   |                      
|                    |  |           |  
|Total               |  |           | $ | 105,069               
|                    |  |           |  

|                    |  | Additions to long-lived assets |   | Depreciation and Amortization
|------------------- |  | ------------------------------ | - | -----------------------------
|
|
|Connectivity        |  |                                | $ | 2,236                        
|Electrical          |  |                                |   | 1,875                        
|Corporate and other |  |                                |   | 25                           
|                    |  |                                |  
|Total               |  |                                | $ | 4,136                        
|                    |  |                                |  

|                    |  | Total Assets
|------------------- |  | ------------
|
|Connectivity        |  |             
|Electrical          |  |             
|Corporate and other |  |             
|                    | 
|Total               |  |             
|                    | 

|                                     |  | Six Months Ended
|------------------------------------ |  | ----------------
|
|                                     |  |                 
|Income from operations               |  |                 
|Less: Interest income (expense), net |  |                 
|Other income (expense), net          |  |                 
|Income taxes                         |  |                 
|                                     | 
|Net Income                           |  |                 
|                                     | 

|                   
|-------------------
|Six Months Ended   
|4/2/05             
|                   
|United States      
|All other countries
|                   
|Total              
|                   
|                   
|                   
|                   
|                   

12

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|9. |  | RESTRUCTURING
CHARGES
|-- |  | ---------------------

In January 2003 we adopted SFAS No.
146, Accounting for Costs Associated with Exit or Disposal Activities, which
generally requires that a liability for costs associated with an exit or disposal activity
be expensed as incurred. Exit costs primarily consist of future minimum lease payments on
vacated facilities, facility closure costs and facility consolidation costs. Employee
separation costs consist primarily of severance costs. At each reporting date, we will
evaluate our accruals for exit costs and employee separation to ensure that the accruals
are still appropriate.

In the quarter ending June 28, 2003
we announced the closing of our Aero-Motive facility in Kalamazoo, Michigan. In addition
to selling two small product lines (workstations in the fourth quarter of fiscal 2003 and
government hose reels in the first quarter of 2004) that did not align strategically with
our current operations, we consolidated and integrated the remaining manufacturing
operations into our facility in Juarez, Mexico, which will improve our overall operating
efficiencies. The office operations have been integrated with our Northbrook, Illinois
facility. The closing of this facility terminated the employment of 111 total employees,
which included 64 plant employees and 47 office employees. At the end of fiscal year 2004
the facility was closed and all employees terminated.

We completed the restructuring in
fiscal year 2004 and we recorded restructuring and other related charges of $1.1 million
in that year. We recorded $3.2 million of total restructuring charges for this action.
Included in the restructuring charges were pension settlement costs of $0.4 million in
fiscal 2004. The pension settlement charges were triggered by the reduction in employment
levels that required us to recognize past gains and losses in our pension plan accounts.
This restructuring charge, including the pension settlement charge, is comprised of the
following:

|                                      |  | Costs expensed Fiscal Year10/02/04 |   | Cumulative costs
through10/02/04 |  | Totalanticipatedcosts
|------------------------------------- |  | ---------------------------------- | - | -------------------------------- |  | ---------------------
|                                      | 
|One-Time Termination Benefit          |  |                                    | $ | 269                              |  | $                    
|Other Associated Costs                |  |                                    |   | 824                              |  |                      
|                                      | 
|Total Restructuring and Other Charges |  |                                    | $ | 1,093                            |  | $                    
|                                      | 

The costs included as a one-time
termination benefit are the payment of severance benefits that have been expensed.
Included in other associated costs are the pension settlement charges of $0.4 million.
Accelerated depreciation, legal fees, system conversion costs, incidental salaries and
travel expense represent the balance of other associated costs.

For the six months ended March 27,
2004 we recorded restructuring charges of $1.1 million. For the quarter ended March 27,
2004 we recorded restructuring charges of $0.5 million.

The Aero-Motive restructuring accrual
accounts had the following balances at September 27, 2003 and October 2, 2004:

|                                     | RestructuringReserve
|------------------------------------ | --------------------
|                                     |                     
|Balance at 9/27/2003                 |                     
|                                     |                     
|Charged to expense in fiscal 2004    |                     
|Less:  depreciation non-cash expense |                     
|Cash paid in 2004                    |                     
|                                     |                     
|Balance at 10/2/2004                 |                     
|                                     |                     

There was no spending activity for
the six months and quarter ending April 2, 2005 and the accrual balance remained zero.

13

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|10. |  | INCOME
TAX EXPENSE
|--- |  | ------------------

Our effective tax rate for the
quarter ending April 2, 2005 was 37.0% compared to 36.9% for the quarter ending March 27,
2004. Our effective tax rate was 30.6% and 21.3% for the first six months of 2005 and
2004, respectively. The low effective tax rate for the first six months of 2005 was due
mainly to the favorable tax treatment on the exchange gain on the U.S. dollar loan held by
our Canadian subsidiary. The low effective tax rate for the first six months of 2004 was
due mainly to the utilization of a capital loss carryforward (which previously had a
valuation allowance recorded against it) to offset $0.4 million of tax on capital gains
from the Aero-Motive product line sale, the tax treatment on the exchange gain on the U.S.
dollar loan and the change in the effective Canadian tax rate (due to a change in tax
legislation) on deferred tax assets, which resulted in a tax benefit of $0.1 million.

|11. |  | BENEFIT
PLANS
|--- |  | -------------

Beginning in April 2003, our
post-retirement benefit plan was modified to require retired participants to fund the
total cost of the retiree medical program. At September 28, 2002 we had accrued
post-retirement benefit costs, which was included in our consolidated balance sheet in the
amount of $2.2 million. At December 27, 2003 we had no liability for any of these post
retirement benefit costs and the reduction of this $2.2 million liability was amortized
over the period from April 1, 2003 to December 27, 2003. During the quarter ended December
27, 2003 we lowered our benefits liability account $0.8 million, which completed the
amortization of the $2.2 million liability.

The following table provides the
components of net periodic benefit cost for our non-union plans for the three and six
months ended April 2, 2005 and March 27, 2004:

|                                    |  | Pension Benefits
|----------------------------------- |  | ----------------
|
|
|                                    | 
|Service Cost                        |  |                 
|Interest Cost                       |  |                 
|Recognized actuarial loss           |  |                 
|Expected return on plan assets      |  |                 
|Amortization of prior service costs |  |                 
|                                    | 
|Net periodic benefit cost           |  |                 
|                                    | 

It has been our policy to fund our
pension costs by making annual contributions based upon minimum funding provisions of the
Employee Retirement Security Act of 1974.We previously disclosed in our financial
statements for the year ended October 2, 2004 that we expected to contribute $0.4 million
to our non-union plans in 2005. As of April 2, 2005 $0.6 million has been contributed.

|12. |  | CONTINGENT
LIABILITIES
|--- |  | ----------------------

We are subject to federal and state
hazardous substance cleanup laws that impose liability for the costs of cleaning up
contamination resulting from past spills, disposal or other releases of hazardous
substances. In this regard, we have incurred, and expect to incur, assessment, remediation
and related costs at one of our facilities. In 1991, we reported to state regulators a
release at that site from an underground storage tank (UST). The UST and
certain contaminated soil subsequently were removed and disposed of at an off-site
disposal facility.

We have been conducting an
investigation of soil and groundwater at the site with oversight by the state Department
of Environmental Quality (DEQ). The investigation indicates that, unrelated to
the UST release, additional soil and groundwater at the site have been impaired by
chlorinated solvents, including tetrachloroethane and trichloroethylene, and other
compounds. Also, our investigation revealed that the previous owners of the site had used
a portion of the site as a disposal area. We have remediated the soils in this area but we
believe that it is a source of contamination of groundwater, both on-site and off-site.
Our investigation indicates that there were

14

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releases by the previous owners in
areas over which additions were subsequently built. These releases have impacted
groundwater that has migrated off-site. We have implemented a groundwater remediation
system for the on-site contamination. We continue to monitor and analyze conditions to
determine the continued efficacy of the system. We also have implemented a groundwater
remediation system for the off-site contamination. We continue to analyze other remedial
alternatives for the off-site groundwater contamination and are reviewing these
alternatives with the DEQ.

We previously filed a complaint in
federal district court seeking contribution from the previous owners of the site for the
cost of the investigation and remediation of the site. We settled that litigation through
a consent judgment against the former owners. Also, we asserted claims against insurers of
the former owners for the amounts specified in the consent judgment. The insurers denied
coverage and three of them filed a declaratory judgment action to that effect against us
in federal district court. In July 2004 the federal district court entered an Order and
Judgment on cross motions for summary disposition resolving the claims in favor of the
insurers. We filed an appeal to the U.S. Court of Appeals for the Sixth Circuit.

We have a reserve of $1.6 million for
the investigation and remediation expenses we estimate to be incurred over the next 14
years to address the environmental issue at our site in Michigan. We base our estimate on
the future costs expected to be incurred to investigate, monitor and remediate the site.
Our cost estimate continues to be subject to substantial uncertainty because of the extent
of the contamination area, the variety and nature of geological conditions throughout the
contamination area, changes in remediation technology and the states Department of
Environmental Quality feedback. Funding this activity will come from operating cash flows
and only changes to the reserve estimate will affect the results of operations.

We indemnify certain customers with
regard to product liability. We have insurance policies to cover this exposure, which
includes a minimal deductible to be paid by us.

15

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# Item
2  Managements Discussion and Analysis of Financial Condition
and Results of Operations

# Overview

Woodhead Industries develops,
manufactures and markets network and electrical infrastructure products engineered for
performance in demanding, harsh, or hazardous environments. We are known in the global
industrial market by our recognized brands which include Brad Harrison®,
BradPower, BradControl, SST, Daniel Woodhead®,mPm®, applicom®, Aero-Motive® and
RJ-Lnxx®. Our expertise extends from mechanical, electrical and electronics
products to communication software products and technologies.

Woodhead operates from twenty-one
locations in ten countries spanning North America, Europe and Asia/Pacific.

# Results of Operations

Second quarter fiscal
2005 results compared with second quarter fiscal 2004 results

SALESSales in the quarter ended April 2,
2005 were $56.4 million, an increase of 10.9% compared to sales of $50.8 million for the
quarter ended March 27, 2004. This improvement in sales was wholly attributable to the
strong performance in the Connectivity segment. The growth in our Connectivity segment was
realized due to improvements in all the major geographic regions during the quarter.
Specific drivers for this year over year increase were continued gains with OEM sensor
manufacturers, automotive accounts and data and telecom customers. Changes in foreign
exchange rates positively impacted sales by $1.2 million for the quarter ending April 2,
2005 when compared to last year, all impacting Connectivity. For the second quarter 2005
Connectivity sales were $42.5 million, a 16.6% increase over the $36.4 million in sales
reported for the second quarter 2004. We experienced growth in our North America, Europe
and Asia businesses due mainly to the continued economic recovery and our initiatives
started last year. In constant dollars sales in North America, Europe and Asia increased
18.9%, 6.0% and 25.5%, respectively when compared to the second quarter of 2004.
Connectivity sales represented 75.4% of our total second quarter sales, which reflects our
continued focus on the growth of this segment. Electrical sales were $13.9 million in the
quarter ended April 2, 2005 and $14.4 million last year, a 3.5% decrease. This moderate
decrease when compared to the second quarter of 2004 was the result of the timing of $0.9
million in government orders that were shipped in 2004. Electrical sales represented 24.6%
of our total second quarter sales.

SALES BY REGION
In the United  States,  sales were $30.6 million in the second quarter of fiscal
2005  compared to $28.2  million in the second  quarter of 2004. We recorded 46%
and 45% of our  revenues  in foreign  currencies  during the second  quarters of
fiscal 2005 and 2004,  respectively.  Our international  revenue was up 13.7% in
the second quarter of fiscal 2005 when compared to last year.  This increase was
mainly due to the strong  operating  performance of our businesses in Europe and
Asia and the favorable  impact from foreign  exchange rate changes.  In constant
dollars, sales in Asia and Europe increased 25.5% and 6.0%,  respectively,  when
compared to the second  quarter of 2004.  In  constant  dollars  European  sales
increased in Germany, France and Italy by 16.2%, 6.2% and 7.3%, respectively. In
constant  dollars sales in Canada  decreased  2.2% in the second quarter of 2005
due mainly to the lower  sales  performance  with our  semiconductor  customers.



BACKLOG
The backlog of unfilled orders stood at $19.4 million at the end of this quarter
as compared to $22.4 million a year ago,  which  translates to 22 and 28 average
days of sales  for the  second  quarters  of 2005 and  2004,  respectively.  Our
backlog  has  improved  24.9%  compared  to the 2004  year-end  levels  of $15.5
million.

16

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GROSS PROFIT
Gross  profit as a percent  of sales was 37.0% in the  second  quarter of fiscal
2005 and 38.0% last year. Gross profit increased 2.6 points when compared to the
first  quarter of 2005 with  increases in both  segments.  This  improvement  in
sequential  quarterly  gross margin is evidence of our success in remedying  the
issues that affected our first  quarter 2005  performance,  particularly  in our
Electrical  segment.  Increased  sales  volumes  are  starting  to  improve  the
operating  efficiencies at our manufacturing  facilities.  Decreases in our LIFO
reserve  requirement  increased  our gross  profit by $0.1 million in the second
quarter of fiscal 2005  compared to $0.3 million in the second  quarter of 2004.

OPERATING EXPENSES
Operating  expenses  were $17.7  million in the second  quarter 2005 compared to
$16.8 million in the second  quarter of 2004.  Operating  expenses in the second
quarter of 2004 included a restructuring charge of $0.5 million.  These expenses
were 31.5% of sales in the second  quarter of 2005 compared to last  years
33.1%.  This  decrease as a percentage  of sales was due wholly to the increased
sales levels in the second  quarter of 2005. The increase in second quarter 2005
operating expenses can be explained by two factors. First, foreign exchange rate
changes increased 2005 operating  expenses by $0.4 million.  Second, we incurred
$0.5  million  of  costs  associated  with  Sarbanes-Oxley  in order to be fully
compliant by the end of the fiscal year. We expect operating  expenses to remain
at second quarter levels for the balance of the fiscal year

SEGMENT OPERATING INCOME
Income from  operations  in the second  quarter of 2005 was $2.3  million in the
Connectivity  segment  compared to $0.8 million in 2004. The combined  effect of
increased  revenue  levels and improved  gross  margins were the main factors in
improved income from operations when compared to the second quarter of 2004. The
Electrical segment recorded income from operations in the second quarter of 2005
of $1.6 million  compared to $1.8  million in 2004.  The decrease in income from
operations  was  primarily  due to reduced  sales levels caused by the timing of
government orders shipped during the second quarter of 2004.



MISCELLANEOUS INCOME /
EXPENSE  Other  expense  in the  second  quarter  of 2005 was  $0.5  million
compared to other  expense of $0.4 million in the second  quarter of 2004.  This
year over year change was  primarily due to the impact of exchange rate changes.

NET INCOME
Net  income in the  second  quarter of 2005 was $1.3  million  compared  to $1.0
million in 2004.  Our  effective  tax rate was 37.0% and 36.9% for the  quarters
ending April 2, 2005 and March 27, 2004.

Six months fiscal 2005
results compared with six months fiscal 2004 results



SALES
Sales for the six months ended April 2, 2005 were $105.1  million an increase of
9.5% compared to sales of $96.0 million for the six months ended March 27, 2004.
This increase was due mainly to the increased  sales volume in the  Connectivity
segment and the positive impact resulting from changes in exchange rates of $3.1
million. The strong performance in the Connectivity segment was partially offset
by a small sales  decrease in the Electrical  Segment.  For the six months ended
April 2, 2004 Connectivity  sales were $79.4 million,  a 14.1% increase over the
$69.6 million in sales reported in 2004. The growth in our Connectivity  segment
was due to improvements  in all regions during the first six months.  Changes in
foreign  exchange  rates  positively  impacted sales by $3.1 million for the six
months ending April 2, 2005 when  compared to last year. In constant  dollars we
experienced  growth in North America,  Europe and Asia of 13.7%, 2.6% and 32.8%,
respectively.  While we started the year slowly in Europe we are now starting to
see a solid demand for our products  worldwide.  Connectivity  sales represented
75.5% of our total  sales for the first six months of 2005  compared to 72.5% of
total sales for the first six months of 2004.  This  increase  demonstrates  our
continued focus on this segment. Electrical sales were $25.7 million for the six
months  ended April 2, 2005 a 2.8%  decrease  compared  to the $26.4  million in
sales last year.  This  decrease  was due mainly to the  decrease in  industrial
product sales after the  migration of production to Juarez,  Mexico and the sale
of a product line in the first  quarter of 2004.  Electrical  sales  represented
24.5% of our total sales for the first six months of 2005.

17

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SALES BY REGION
In the United States, sales were $57.2 million for the six months ended April 2,
2005  compared to $53.8  million for the six months  ended  March 27,  2004.  We
recorded 46% and 44% of our revenues in foreign  currencies during the first six
months of 2005 and 2004, respectively. Our international revenue was up 13.3% in
the first six months of fiscal 2005 when  compared to last year.  This  increase
was due to the improved  operating  performance in our foreign locations and the
favorable impact from foreign exchange rate changes. In constant dollars,  sales
in Canada, Europe and Asia increased 5.1%, 2.6% and 32.8%,  respectively.  Sales
improvements  in  France,   Germany  and  Italy  were  3.7%,   15.1%  and  2.3%,
respectively.

GROSS PROFIT
Gross  profit as a percent of sales was 35.8% for the first six months of fiscal
2005 and 37.3% last year.  This decrease in gross profit is wholly  attributable
to issues in our Electrical segment during the first quarter of 2005. There were
several  small issues that  occurred  during the quarter but when combined had a
significant impact on our gross profit.  First, costs associated with the launch
of our new  Electrical  consumer  product,  including  the freight and logistics
costs of getting  the product  from China to the  individual  stores,  were much
higher than planned.  Second,  freight costs associated with the final migration
of production to Juarez,  Mexico  continued to be higher than planned due to not
changing our supplier base from the Midwest.  Finally,  we had a temporary shift
towards  certain lower margin  lighting  products due to several large  one-time
orders. These issues were mostly corrected in the second quarter as evidenced by
the increase in gross  profit.  Gross profit  increased  from 34.4% in the first
quarter of 2005 to 37.0% in the second quarter of 2005, which relates to a 35.8%
effective gross profit rate for the six months ended April 2, 2005.

OPERATING EXPENSES
Operating  expenses  were $34.2 million in the first six months of 2005 compared
to $32.4 million in the first six months of 2004.  Operating  expenses include a
restructuring  charge of $1.1 million related to the migration of our operations
from our  Aero-Motive  subsidiary to Juarez,  Mexico in for the six months ended
March 27,  2004.  These  expenses  were 32.6% of sales in 2005  compared to last
years  33.8%.  Exchange rate changes increased  operating expenses by $1.1
million in the first six months of 2005 when compared to 2004. Also contributing
to the  increase  compared  to the  first  six  months  of 2004 was the  planned
investment  in sales and  marketing  initiatives,  which  includes the hiring of
additional  experienced  sales  professionals  in North America.  Although these
initiatives  were started  during  quarter 1 of 2004, the full effect on expense
was not realized  until the second half of 2004.  Also, in 2005 we incurred $0.5
million of costs associated with  Sarbanes-Oxley  in order to be fully compliant
by the end of the fiscal year. Contributing to the year over year increase was a
$0.8 million credit in the first quarter of 2004 resulting from the reduction in
our liability for retiree medical benefits.

SEGMENT OPERATING INCOME
Income from  operations  for the six months ended April 2, 2005 was $2.3 million
in the  Connectivity  segment  compared to $1.0  million in 2004.  The  combined
effect of  increased  revenue  levels and improved  gross  margins were the main
factors in improved  income from  operations.  The Electrical  segment  recorded
income from operations in the first six months of 2005 of $1.9 million  compared
to $2.7 million in 2004.  This  decrease  was due to reduced  revenue and to the
gross  profit  issues  mentioned  earlier  and the small  reduction  in revenue.

MISCELLANEOUS INCOME
Miscellaneous  income in the first six of 2005 was $1.3 million compared to $1.6
million in the first six months of 2004.  Miscellaneous  income in the first six
months of 2005 was  primarily  due to the $0.7 gain  realized from exchange rate
changes,  due  primarily  to a U.S.  Dollar  denominated  loan that our Canadian
subsidiary  used to acquire the assets of SST in early 1998.  Also included were
earn-out fees of $0.3 million  received for the sale of the Aero-Motive  product
line in the first  quarter of 2004 and the gain of $0.2 million from the sale of
a small product line in Germany. Miscellaneous income in the first six months of
2004  consisted  mainly of a $1.2  million  gain on the sale of the  Aero-Motive
government hose reel product line and a $0.7 million gain realized from exchange
rate changes on the U.S. Dollar loan.

NET INCOME
Net income in the first six  months of 2005 was $2.5  million  compared  to $3.0
million in 2004.  Our  effective  tax rate was 30.6% and 21.3% for the first six
months of 2005 and 2004, respectively.  The low effective tax rate for the first
six months of 2005 was due mainly to the favorable tax treatment on the exchange
gain on the U.S. dollar loan held by our Canadian subsidiary.  The low effective
tax rate for the first six months of 2004 was due mainly to

18

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the utilization of a capital loss carryforward (which previously had a valuation
allowance  reported  against it) to offset $0.4 million of tax on capital  gains
from the  Aero-Motive  product line sale, the tax treatment on the exchange gain
on the U.S.  dollar loan and the change in the effective  Canadian tax rate (due
to a change in tax legislation) on deferred tax assets,  which resulted in a tax
benefit of $0.1 million.

During the first quarter of 2005, the
President of the United States signed into law both the American Jobs Creation Act of 2004
and the Working Families Tax Relief Act of 2004. This legislation contains numerous
corporate tax changes, including eliminating a tax benefit relating to U.S. product
exports, a new deduction relating to U.S. manufacturing, a special one-time provision
allowing earnings of certain foreign corporations to be repatriated at a lower U.S. tax
rate and an extension of the research and experimentation credit. We are studying this
legislation, including the impact of the repatriation provisions (as provided by FASB
Staff Position 109-2) to determine if there is any impact to our future tax liability.

# Financial Condition,
Liquidity and Capital Resources

On April 2, 2005 we had $14.2 million
in cash and short-term investments, down from $16.7 million at year-end October 2, 2004.
This decrease in cash was due mainly to the operating cash flow of $3.8 million combined
with spending for property, plant and equipment and our quarterly dividends.

Working capital increased to $55.7
million on April 2, 2005 compared to $52.8 million on October 2, 2004. The increase in
working capital was due mainly to the increase in accounts receivable, which resulted from
higher sales and the exchange rate effects on our foreign assets. Also contributing to
this increase was the decrease in accrued expenses due mainly to the payment of the 2004
accrued bonus and profit sharing and a payment made under the terms of our Supplemental
Executive Retirement Plan.

We continue to invest in property and
equipment, including new machinery, computer systems and facilities. For the first six
months of 2005 we invested $4.1 million in property, plant and equipment compared to $3.9
million in the first six months of 2004.

Our cash and short-term investments
are available for strategic investments, acquisitions, and other potential cash needs that
may arise. We believe that existing cash and short-term investments, together with funds
generated from operations, will be sufficient to meet our operating requirements through
the current fiscal year.

On April 2, 2005 we had $30.9 million
of long-term debt outstanding ($5.7 million shown as current debt) and we had unused
credit facilities that provide for additional borrowings of up to $25.0 million. On April
28, 2004 we entered into a new three-year revolving credit agreement with our existing
bank that will provide for borrowings up to $25.0 million at the banks prime or
offered rate. This agreement will expire on April 28, 2007. This new revolving credit
agreement states that the maximum ratio of debt to EBITDA, as defined, shall be no greater
than 2.5 to 1.0 and minimum interest coverage ratio, as defined, shall be no less than 2.5
to 1.0. We are in compliance with all provisions of our funding agreement. At April 2,
2005 and October 2, 2004 we had no short-term borrowings.

We do not have any exposures to
off-balance sheet arrangements, including special purpose entities, or activities that
include non-exchange-traded contracts accounted for at fair value.

# Contractual Obligations

Our contractual obligations for
long-term debt, purchase obligations, capital leases and operating leases on the balance
sheet remained substantially unchanged as of April 2, 2005 from the amounts disclosed as
of October 2, 2004 in our Form 10-K.

# Contingent Liabilities
and Environmental Matters

Our operations are subject to
international, federal, state and local environmental laws and regulations. We are party
to an environmental matter, which obligates us to investigate, remediate or mitigate the
effects on the environment of the release of certain substances at one of our
manufacturing facilities. It is possible that this matter could affect cash flows and
results of operations. For additional details on the environmental exposure, see
Part II  Other Information: Item 1  Legal Proceedings.

19

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# Critical Accounting Policies

The preparation of this Quarterly
Report requires managements judgment to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported amounts of revenues
and expenses during the reporting period. There can be no assurance that actual results
will not differ from those estimates.

Our significant accounting policies
are described in the Managements Discussion and Analysis of Financial Condition and
Results of Operation in our Form 10-K for the year ended October 2, 2004. There have been
no significant changes to those accounting policies subsequent to October 2, 2004.

# FORWARD-LOOKING
STATEMENTS

The Securities and Exchange
Commission encourages companies to disclose forward-looking information, so that investors
can better understand a companys future prospects, and make informed investment
decisions. This report, and other written and oral statements that we make from time to
time, contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements set out anticipated results based on
managements plans and assumptions. We have tried, wherever possible, to identify
such statements by using words such as anticipate, estimate,
expect, plan, believe, and words and terms of similar
substance, in connection with any discussion of future operating or financial performance.

We cannot guarantee that any
forward-looking statement will be realized, although we believe we have been prudent in
our plans and assumptions. Achievement of future results is subject to risks,
uncertainties, and inaccurate assumptions.

In particular, such risks include
statements relating to future actions, prospective products, future performance or results
of current or anticipated products, sales efforts, expenses, the outcome of contingencies
such as legal proceedings, general economic and business conditions, currency
fluctuations, and competition.

International-based revenues and
substantial international assets result in our exposure to currency exchange rate
fluctuations. We continue to evaluate the economic and operational impact of all foreign
currencies, including its impact on competition, pricing, and foreign currency exchange
risks. There is no guarantee, however, that all problems have been foreseen and corrected,
or that no material disruption will occur in our businesses.

Growth in costs and expenses, changes
in product mix, and the impact of acquisitions, restructuring, divestitures and other
unusual items that could result from evolving business strategies could affect future
results. Changes in the U.S. tax code and the tax laws in other countries can affect our
net earnings. Claims have been brought against us and our subsidiaries for various legal,
environmental, and tax matters, and additional claims arise from time to time. It is
possible that our cash flows and results of operations could be affected by the resolution
of these matters.

Should known or unknown risks or
uncertainties materialize, or should underlying assumptions prove inaccurate, actual
results could vary materially from those anticipated, estimated or projected. Investors
should bear this in mind as they consider forward-looking statements.

This discussion of potential risks
and uncertainties is by no means complete but is designed to highlight important factors
that may impact our outlook. We undertake no obligation to publicly update forward-looking
statements, whether as a result of new information, future events, or otherwise.

This discussion of potential risks
and uncertainties is by no means complete but is designed to highlight important factors
that may impact our outlook. We undertake no obligation to publicly update forward-looking
statements, whether as a result of new information, future events, or otherwise.

20

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# Item 3 
Quantitative and Qualitative Disclosures about Market Risk

In our global operating activities
and in the normal course of our business, we are exposed to changes in foreign currency
exchange rates, which may adversely affect our results of operations and financial
condition. We seek to minimize those risks through our regular operating activities and,
when deemed appropriate, through the use of derivative financial instruments. We use
financial instruments to selectively hedge our foreign currency risk and do not use
financial instruments for speculative purposes.

In 1998 we entered into a foreign
currency swap agreement with an AA- rated counter-party to hedge a portion of our cash
flows from our Italian subsidiary. We base the fair value for our cross-currency swap on
the total cost estimate to terminate the agreement. The fair value of the swap on April 2,
2005 was recorded as a $1.0 million liability.

All of our $30.9 million of long-term
debt is denominated in U.S. Dollars and carries fixed interest. We base the fair value of
our long-term debt on market, or dealer quotes. The difference between fair and carrying
values of our financial instruments, other than the swap, were not material at the balance
sheet dates.

# Item 4  Internal
Controls and Procedures

We maintain disclosure controls and
procedures that are designed to ensure that information required to be disclosed in our
filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the periods specified in the rules and forms of the Securities and
Exchange Commission. This information is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as appropriate,
to allow timely decisions regarding required disclosures. Our management, including our
principal executive officer and our principal financial officer, recognizes that any set
of controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.

Under the supervision and with the
participation of our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of our disclosure controls and procedures
within 90 days of the filing date of this report. Based on this evaluation, our principal
executive officer and principal financial officer concluded that our disclosure controls
and procedures are effective in alerting them on a timely basis to material information
required to be disclosed in our periodic filings.

There were no significant changes in
our internal controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation referenced in the foregoing paragraph.

21

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# PART II  OTHER
INFORMATIONItem 1  Legal
Proceedings

We are subject to federal and state
hazardous substance cleanup laws that impose liability for the costs of cleaning up
contamination resulting from past spills, disposal or other releases of hazardous
substances. In this regard, we have incurred, and expect to incur, assessment, remediation
and related costs at one of our facilities. In 1991, we reported to state regulators a
release at that site from an underground storage tank (UST). The UST and
certain contaminated soil subsequently were removed and disposed of at an off-site
disposal facility.

We have been conducting an
investigation of soil and groundwater at the site with oversight by the state Department
of Environmental Quality (DEQ). The investigation indicates that, unrelated to
the UST release, additional soil and groundwater at the site have been impaired by
chlorinated solvents, including tetrachloroethane and trichloroethylene, and other
compounds. Also, our investigation revealed that the previous owners of the site had used
a portion of the site as a disposal area. We have remediated the soils in this area but we
believe that it is a source of contamination of groundwater, both on-site and off-site.
Our investigation indicates that there were releases by the previous owners in areas over
which additions were subsequently built. These releases have impacted groundwater that has
migrated off-site. We have implemented a groundwater remediation system for the on-site
contamination. We continue to monitor and analyze conditions to determine the continued
efficacy of the system. We also have implemented a groundwater remediation system for the
off-site contamination. We continue to analyze other remedial alternatives for the
off-site groundwater contamination and are reviewing these alternatives with the DEQ.

We previously filed a complaint in
federal district court seeking contribution from the previous owners of the site for the
cost of the investigation and remediation of the site. We settled that litigation through
a consent judgment against the former owners. Also, we asserted claims against insurers of
the former owners for the amounts specified in the consent judgment. The insurers denied
coverage and three of them filed a declaratory judgment action to that effect against us
in federal district court. In July 2004 the federal district court entered an Order and
Judgment on cross motions for summary disposition resolving the claims in favor of the
insurers. We filed an appeal to the U.S. Court of Appeals for the Sixth Circuit.

We have a reserve of $1.6 million for
the investigation and remediation expenses we estimate to be incurred over the next 14
years to address the environmental issue at our site in Michigan. We base our estimate on
the future costs expected to be incurred to investigate, monitor and remediate the site.
Our cost estimate continues to be subject to substantial uncertainty because of the extent
of the contamination area, the variety and nature of geological conditions throughout the
contamination area, changes in remediation technology and the states Department of
Environmental Quality feedback. Funding this activity will come from operating cash flows
and only changes to the reserve estimate will affect the results of operations.

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# PART II OTHER
INFORMATIONItem 4  Submission of matters to a vote of security holders

We held our Annual Meeting of
Stockholders on February 3, 2005. The following proposals were adopted by the margins
indicated:

|1. |  | To
vote for the election of the following nominees to the Board of Directors:
|-- |  | -----------------------------------------------------------------------------

|                  |  | For |            | Authority Withheld |         | Broker Non Votes
|----------------- |  | --- | ---------- | ------------------ | ------- | ----------------
|Philippe Lemaitre |  |     | 11,039,062 |                    | 239,708 |                 
|Sarilee K. Norton |  |     | 10,994,408 |                    | 284,362 |                 

|2. |  | Ratification
of the appointment of Ernst & Young LLP as Woodhead Industries,           Inc.s
independent public accountants:
|-- |  | -----------------------------------------------------------------------------------------------------------------------------

| | For |            | Against |        | Abstain |        | Broker Non Votes |   | 
| | --- | ---------- | ------- | ------ | ------- | ------ | ---------------- | - | 
| |     | 11,163,448 |         | 95,536 |         | 19,786 |                  | 0 | 

# PART II  OTHER
INFORMATIONItem 6  Exhibits

| | A. |  | Exhibits
| | -- |  | --------

| | Exhibit
31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by
Philippe Lemaitre  President and C.E.O.
| | ---------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit
31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 signed by
Robert H. Fisher  Vice President, Finance and Chief Financial Officer.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
| | ------------------------------------------------------------------------------------------------------------------------------------

| | Exhibit
32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
| | ------------------------------------------------------------------------------------------------------------------------------------

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SIGNATURES

Under the requirements of Section 13
or 15(d) of the Securities and Exchange Act of 1934, this report was signed on behalf of
the Registrant by the authorized persons below.

WOODHEAD INDUSTRIES, INC.

Date: May 12, 2005

|BY:  /s/ Robert H. Fisher                                                        | BY:  /s/ Joseph P. Nogal                                                         
|-------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------
|Robert H. Fisher
Vice President, Finance and C.F.O.(Principal Financial Officer) | Joseph P. NogalVice President,
Treasurer/Controller(Principal Accounting Officer)

24

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