Exhibit 99.2



WOODHEAD INDUSTRIES



Moderator: Philippe Lemaitre

April 23, 2004

10:00 a.m. CT







Operator:  Good morning and welcome to the Woodhead Industries 2004 Fiscal Second Quarter conference
 call.  Before we begin, let me remind the audience that the comments made during the conference
 call being held today, April 23rd 2004, contain statements that are forward-looking.  The statements
 are based on current expectations that are subject to risks and uncertainties.  In particular,
 such risks include 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, competition and other issues discussed in the Company's form
 10-K and other SEC filings.  Let me now introduce our host for today's call, Mr. Philippe Lemaitre,
 President, and Chief Executive Officer of Woodhead Industries.  Please go ahead Mr. Lemaitre.



Philippe Lemaitre:  Thank you and good morning everyone.  We appreciate your presence today
 to discuss our performance and financial results for our 2004 second quarter.  As usual, with me
 today is Bob Fisher, our Vice President and Chief Financial Officer, and Joe Nogal, our Vice President
 and Treasurer/Controller, who will be available to respond to your questions at the end of the call.

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I will begin today's call with a summary of our 2004 fiscal second quarter financial results, an update
 on the current economic and manufacturing environment based on our economic indicators, strategic initiatives
 and recent product developments.  Bob will then take you through the numbers in greater detail
 and review our results by business segment.  Finally, I will return and provide guidance for the
 second half of the fiscal year.  We will, as usual, conclude by taking your questions.



We are pleased with our
 2004 fiscal second quarter financial results, which were in line with the guidance we provided.  Revenue
 was $50.8 million, up 11 percent from last year.  Income from operations was $2.5 million and net
 income was $1 million or $0.08 per share for the quarter, which compares to income from operation of
 $2.6 million and net income of $1.5 million or $0.13 per share for the same period last year.  We
 continue to take the necessary steps to position the company for sustainable long-term growth.  In
 fact, strong sales gain in our European and Asian connectivity businesses helped drive the improved
 revenue this quarter.  Furthermore, our results this quarter and our outlook from our sales force
 give us confidence we are going to be able to build on this performance during the second half of fiscal
 2004 and into 2005.



We are also encouraged
 by recent economic reports.  The Institute for Supply Management Index continued to climb to 62.5
 in March.  This is up from 61.4 in February.  Remember, any reading above 50 indicate expansion
 in the sector.  The index has been over 50 now for the last nine months, indicating the promising
 momentum suggested in late 2003, is starting to materialize now.  We are continuing to successfully
 implement our 2004

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initiatives as previously communicated.  These initiatives included a branding
 rationalization to maximize the use of the Woodhead name and the strong individual product brands we
 have acumulated, a new eCatalog to facilitate relationships with our customers, improved marketing tools
 and programs to increase customer awareness, and more feet on the street to increase our solutions selling
 model to OEM and end-users.



We also continue to focus
 on new product introductions and better sales tools.  This quarter, we introduced a new Woodhead
 industrial communication guide, which summarizes our solutions for more than 40 industry industrial
 protocols and our complete offering of software and electronic products.  We also released the
 Brad Harrison® Slice In A Box I/O Block for Device-Net.  Stated simply, this box lets
 the customer buy only the points he wants to configure and then mount the block directly in harsh industrial
 environments.  By combining the advantage of a DIN-mounted I/O, with the benefit of machine mount
 I/O, the user benefits from reduced inventory, simplified installation, and replacement of block I/O's,
 and the configuration of I/O based and actual specific specification.  I will now turn the call
 over to Bob Fisher, who will review our financial performance in greater detail.



Bob Fisher:  Thank you Philippe.  Second quarter revenues were $50.8 million, with 45 percent
 coming from international markets.  Revenue was up 11 percent, as reported.  Foreign exchange
 positively affected revenues by $2.7 million this quarter, and the sale of two electric product lines
 had a negative impact of $1.3 million compared to last year.  At constant exchange rates, revenues
 increased five percent over the last year, as reported, and was up eight percent for continuing product
 lines.  Revenue improvement varied by

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geography, with Europe and Asia again showing the best performance.
  Our Asian operations saw revenues increase 63 percent as reported or 51 percent at constant exchange
 rates.



Europe continued to demonstrate
 strong results and increase market penetration, with revenues up 30 percent as reported or 14 percent
 at constant exchange rates.  While in total our North American operations were only slightly better
 year over year as reported, all business sectors did show solid positive growth, with the exception
 of our telecom business, which was exceptionally strong in Q2, 2003.  For continuing product lines,
 North America was up six percent compared to last year, even with the telecom sector deterioration.
  Income from operations for the quarter was $2.5 million and net income was $1 million or $0.08
 per share.  This compares to income from operations of $2.6 million and net income of $1.5 million
 or $0.13 per share in the second quarter of 2003.



The year over year revenue
 increase was partially offset by additional expenses for the initiatives started in the first quarter
 2004, restructuring expenses this year, or $0.03 per share, and the income of foreign exchange rate
 fluctuations, which had a negative $0.05 per share impact in the Other Expense line.  Exchange
 rate changes had a $0.03 per share favorable impact last year and a $0.02 unfavorable impact this year,
 primarily due to the U.S. dollar loan on the Canadian books.



To recap the comparison
 and to be clear, this years results were $0.08 per share, with $0.03 of restructuring and $0.02 of
 unfavorable exchange.  And last year, it was $0.13, with $0.03 of favorable exchange.  The
 gross margin

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rate increased from 36.9 percent last year to 38.0 percent this year.  We continue
 to expect margins to improve as our efficiencies and sourcing programs progress and product mix improves.
  However, the impact of commodity pricing increases, primarily related to copper, will partially
 offset these improvements.  Like most companies, the commodity increases are starting to impact
 our commodity costs now.



Operating expenses, excluding
 exchange (correction:  restructuring), were $16.3 million compared to $14.3 million last year.
  This increase included costs equating to $0.04 per share for the additional sales and marketing
 initiatives, and the negative impact of changes in foreign exchange rates, which accounted for about
 half of the year over year increase.  Restructuring expenses for the Aero-Motive restructuring
 were lower than forecast for this quarter, primarily due to the delayed impact of costs associated with
 pension fund settlements.  These costs will instead be incurred in the second half of the fiscal
 year and are included in the forecast that Philippe will discuss shortly.



In the connectivity segment,
 second quarter sales were $36.4 million, up 14 percent from last year as reported.  As mentioned
 before, all regions and sectors with this business segment had solid year over year gains, with the
 exception of our North American telecom business.  For the quarter, connectivity remained at 72
 percent of our total sales.  Income from operations in this segment was $800,000, which compares
 to $1.1 million in 2003.  The lower income from operations was due to higher operating costs from
 the sales and marketing efforts, which amounted to $800,000, and

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changes in foreign exchange rates.
  Gross margins in this segment were down slightly from a year ago, but up modestly from last quarter.



In the electrical segment, second quarter sales were $14.4 million and income from operations was $1.8
 million.  This compares to $13.8 million and $1.6 million respectively in the second quarter of
 2003.  Fiscal second quarter 2003 results included $1.3 million in revenue from the Aero-Motive
 product lines that were divested.  Adjusting for the product line sales, electrical revenue was
 up 14.5 percent compared to 2003.  Income from operations increased year over year due to the higher
 volume and improve gross margins, but was adversely impacted by the $531,000 for Aero-Motive restructuring,
 which is going according to plan and will basically be completed in the third quarter of the fiscal
 year.



We are pleased with the
 initial results of our strategic moves to develop our connectivity segment for future growth, and are
 encouraged by the increased sales in this segment during the quarter. Additionally, our efforts
 to streamline our Electrical business are proving successful, and we're also pleased with the revenue
 increase in this segment.  In summary, our results this quarter are a signal that our strategic
 action undertaken during the downturn have positioned the company to capitalize on the recovery in the
 manufacturing sector.



Our tax rate for the quarter
 was 37 percent, compared to 39 percent last year.

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Backlog at the end of the second quarter was up by $4.8 million or 28 (correction: 27) percent from the
 first quarter, to end at $22.4 million.  This represents the highest backlog in the company's history
 and is indicative of the economic recovery and our market successes.  We're even further encouraged,
 because as we speak, our backlog is up another $1.3 million through the first weeks of April, to $23.7
 million.



Cash flow from operations
 was $1.1 million for the quarter, as we continue to make improvements in our working capital accounts.
  And cash on hand at the end of the quarter was $25.1 million.  Most rewarding in this area,
 we continued to improve our inventory turns as sales increased, by ending the quarter at an all-time
 high, and we anticipate further improvement going forward.



Capital expenditures were
 $2 million in the quarter and $3.9 million for the first half of 2004.  We anticipate for the full
 year that we will spend $9 million.  Depreciation and amortization was $3.2 million in the quarter
 and $6.3 million for the first half.  I'll now turn the call back to Philippe.



Philippe Lemaitre:  Thank you Bob.  We are pleased once again, to have met our guidance issued
 last quarter.  Furthermore, our results from operations remain on track with the guidance we gave
 initially in November 2003 for the second half of 2004.  We continue to expect a strong increase
 to $0.40 per share for the second half of the fiscal year, as our initiatives continue to build momentum.
  We are now anticipating our full year 2004 revenue to be 16 percent to 18 percent higher than
 revenue for 2003.  Operator, we are now ready to take questions.

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Operator:  Thank you, at this time if you would like to ask a question, you may do so by pressing
 star one.  Again, if you'd like to ask a question, please press star one now.  And we will
 take their first question from Alexander Paris with Barrington and Associates.



Alexander Paris:  Good morning.



Philippe Lemaitre:  Good morning Alex.



Alexander Paris:  Just looking at the earnings, $0.08, $0.03 to restructuring, that would be $0.11,
 trying to normalize it.  I mean what did you say your marketing initiatives costs were?



Bob Fisher:  About $0.04.



Alexander Paris:  $0.04?



Bob Fisher:  Right.



Alexander Paris:  And when you first announced that, what was the total that you gave?



Bob Fisher:  Well, for the year was about $0.25, but we're spending a little bit less than that.

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Alexander Paris:  OK, and didn't you say it would be done by this quarter, did you say?



Bob Fisher:  No, the marketing and sales initiatives are basically ongoing.



Alexander Paris:  OK.



Bob Fisher:  We said they were going to be a little bit higher in Q1 because we had some things
 that were onetime expenses, but most of it was going to be continued.



Alexander Paris:  Is that a decent assumption to use on a quarterly basis going forward, about $0.04
 a share?



Bob Fisher:  Yes.



Alexander Paris:  OK, and that just runs through the SG&A?



Bob Fisher:  Correct.



Alexander Paris:  OK, and your tax rate at 37 percent, what do you see for the rest of the year?



Joe Nogal:  It's going to drop a couple of points, to about 35 percent.



Alexander Paris:  So 35 percent in the third and fourth quarter?

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Joe Nogal:  Right.



Alexander Paris:  You think that would last the following year or go back up again or what are you
 assuming?



Joe Nogal:  My guess is it'll be somewhere between 35 and 37 percent even next year.



Alexander Paris:  OK, and you mentioned the cost increases.  Have you tried to raise prices
 yet?



Bob Fisher:  Well, so we're looking at that.  We haven't announced any price increases yet,
 but ...



Philippe Lemaitre:  Yes, we are looking seriously at it.



Alexander Paris:  Given that it's mostly copper, you have some vehicles to hedge.  Have you
 hedged?



Bob Fisher:  No, we haven't, we've just worked very hard with, you know, our suppliers, in terms
 of trying to lineup long-term relationships and pricing with them as best we can, but we have not done
 any hedging.



Alexander Paris:  Your strength in Asia, is that more because of your more recent initiatives, you
 know, startup of operations and so forth?  Or is that just related to the overall business trends?

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Philippe Lemaitre:  No, it's definitely our initiatives.  Both in Asia and Europe, it's a lot
 more due to what we have done in the past few months and economics.



Alexander Paris:  Now, in Asia, you have I recall two joint ventures?



Philippe Lemaitre:  Well, in Asia, we have operation in Japan, Tokyo, and Nagoya.



Alexander Paris:  Right.



Philippe Lemaitre:  We have partnership in Shanghai and our own operations, very small, but our
 own operation in Shanghai, and operation in Singapore.  The place in Asia where we are making most
 of the progress, if not all of the progress, this quarter, has been Japan.



Alexander Paris:  Oh, I see.  OK, so it's not China in that area?



Philippe Lemaitre:  No, China will take a little bit more time I guess.



Alexander Paris:  OK, and Europe, the main reason that's doing so well, because the economies aren't
 doing that well.



Philippe Lemaitre:  Well, we have won some very interesting business in the past year or so, and
 this is paying off today, so we are really doing well.



Alexander Paris:  I see.  OK, thank you very much.



Philippe Lemaitre:  Thank you Alex.

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Operator:  And again, if you would like to ask a question, please press star one.  We'll take
 our next question from John Franzreb with Sidoti & Co.



John Franzreb:  Good morning guys, how are you doing?



Philippe Lemaitre:  Hi John.



John Franzreb:  Just a little bit on the copper prices.  I'm wondering if you could give us
 a sense of how big of an impact that is.  You know, what's the percent of cost of goods sold of
 copper?  You know, how material is this?



Philippe Lemaitre:  Well, with our contracts in place, we believe that we will have  and correct
 me if I'm wrong, Bob, but about an impact of $40 to $50 thousand per month ongoing, and this is included
 in the forecast I gave.



John Franzreb:  Now, another one of the companies that I follow also has significant copper exposure,
 and I know it's up significantly year over year.  You say you have contracts in place.  So
 that means you're not buying on the spot market?  Is that how I understand it?



Bob Fisher:  Well, the contracts in place are contracts with vendors.  I mean, it's up to our
 suppliers to, you know, to go out and do what they want and offer a good you know,  try to lock
 in prices for as long as we can with them, while trying to minimize pass-through of the copper increases
 to us.

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John Franzreb:  OK, so you have had to absorb the full  it's over like 50 percent say for the first
 three months impact of that yet, right?



Bob Fisher:  Well, for the first three months, we really haven't had any impact.



John Franzreb:  Really?



Bob Fisher:  For the first six months of this fiscal year.



John Franzreb:  Now, Bob, what percentage is copper of your cost of goods sold?



Bob Fisher:  I don't know, John, to be honest with you.



John Franzreb:  OK, that's fine.  Now, the backlog is fairly substantially.  Could you
 kind of deconstruct that for us?  What's driving that backlog?



Philippe Lemaitre:  Well, I think the essence of it is that, you know, our sales reorganization
 and initiative are starting to pay off, and this is why we forecasted last November, that the second
 half of the year would start showing that clearly.  You know, we forecasted about $0.25 in the
 first half, and $0.40 in the second half, which is a step function.  And we are seeing that confirmed
 by the backlog.



John Franzreb:  OK, how about new products?  I know you were aggressively trying to roll out
 a host of new products.  How many have you rolled out to date?  What's the kind of targets
 for new product introductions?  And if it is the case,

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a new products part  you know, new product
 orders may be part of that backlog number.



Philippe Lemaitre:  Yes, to some extent.  Like some of the products that, you know, I announced
 that we released late last fiscal year are starting to pay nicely into that, and they are part of the
 backlog, you know, how much part I don't know.  We are continuing  you know, we put money ((inaudible))
 and we are continuing development of new product.  In fact, I was that the Hannover fair the last
 four days, I just came back last night.  And we didn't officially release one new product yet,
 but we showed it to a group of very important customers, with a very, very good feedback from them.
  So, you know, we'll probably release it to the marketplace within the next few weeks, and we expect
 very good from that, so my point I guess is that we are continuing putting pressure on our engineering
 to release new products, and they're working at it.



John Franzreb:  OK, how about in more simplified terms, how much of the backlog is connectivity
 versus electrical?



Bob Fisher:  I think about 80 percent is probably connectivity.



John Franzreb:  Eighty percent?



Bob Fisher:  Yes.  I mean electrical business - it's more orders in and shipping out, than
 backlog.



John Franzreb:  And is there any particular end market driving demand?

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Bob Fisher:  I think it's across the board.



Philippe Lemaitre:  It's rather broad.  I mean automotive, food and beverage, and automation,
 in general, market driving demand.



John Franzreb:  I guess one last question, the sales initiative, I know a lot of it is putting feet
 on the street, is what I think the term you use, Philippe, last quarter, how far along are we in the
 process?  Are you still looking to fill geographies or are you pretty much the way you think you
 want to be?



Philippe Lemaitre:  We are probably 75 percent done.  You know, just three main aspects to
 the sales initiative.  One is feet on the street, having more regions so that we can have more
 focus on our customer base.  You know, changing or fine-tuning our distribution agreement and things
 like that, so that's one.  The second one is developing a strong or a lot stronger than what we
 had, customer support service to speed up, you know, demand from customers and to make sure that we
 provide the service that they demand these days, especially when you go directly to OEMs.



And the third element is
 putting tools in place, like you know, working on our branding, working on our electronic catalog, new
 web site, et cetera.  Feet on the street, we are in region.  We are probably 75 percent, 80
 percent done.  The customer service support and so on, we are probably more like 50, 60 percent
 done.  And same thing for the electronic Web catalog.  Now, this is binary, you know, it's
 in or it's not.  So it's not visible yet by the marketplace, but for the work to be done, we are
 probably 60, 70 percent there.

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John Franzreb:  Great, thanks a lot guys.



Philippe Lemaitre:  Thank you John.



Operator:  And we do have a follow-up question from Alexander Paris.



Alexander Paris:  Could we talk about orders instead of just backlog?  Were they strong across
 the board too?



Philippe Lemaitre:  Yes.



Bob Fisher:  Yes, absolutely yes.  You know, for both electrical and connectivity and for all
 the regions.



Alexander Paris:  Do you have a percent increase year of the year or a sequential?



Philippe Lemaitre:  No, we don't track that that way.



Alexander Paris:  OK, if you're looking at orders  you think talking about,
you know, the ISM index
 and all the other things, they've been positive for six or seven, eight months, I guess, along with
 all the other ones, including today's durable goods orders.  But then in talking to companies like
 yours, there was a delay before it started hitting, you know, the individual companies, you know, from
 the economic statistics.  Many that I talk to said it really started accelerating in December,
 the acceleration picked up during the March quarter, with the

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March orders the highest of the month,
 and maybe going  moving in to the early stages of the June quarter, do you see a similar pattern?



Philippe Lemaitre:  Yes, our March was a very good month.  April so far looks very good as
 well, probably better than March, so it looks like that.  You know, January was not a great month.
  February is really when we sort of pick up.  For us, it's difficult to measure because, as
 I said, we have had sales initiative being in place at the same time the economy was also rebounding
 somewhat, so it's always difficult to say, well, this is due to economics, this is due to sales initiatives.
  You know, tough to say, but if you look at Japan and Europe increase, this is almost due to sales
 initiatives, so you know, I want to assume that North America has a similar pattern here.  Economic
 wise, why the index has been very good for nine months, you know, the index is a subjective measure,
 and you know, the economy is better, but I wouldn't say the economy is booming.  I don't really
 see that.



Alexander Paris:  Right, so your real acceleration just started, you know, a few months ago than,
 right?



Philippe Lemaitre:  Right.



Alexander Paris:  So your only still in the early stages of it hopefully.



Philippe Lemaitre:  Yes.



Alexander Paris:  Hopefully, that's going to continue.  Just another broad question.  Remember
 a couple of years ago?  You've been focusing a lot on factory floor

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communications and your Ethernet
 product and ((inaudible)) got very excited, who was it?  Two big companies.  Was it General
 Motors and Microsoft that were going to combine?



Bob Fisher:  Oh, it was GE and Cisco ...



Philippe Lemaitre:  GE ...



Alexander Paris:  Yes, GE and Cisco.



Philippe Lemaitre:  Yes, right.



Alexander Paris:  And then that kind of died away.  Now that people, that capital spending
 budgets are picking up again, our people talking about this as kind of a major initiative to get all
 of the machines to talk to each other on the factory floor?  Is that still a ...



Philippe Lemaitre:  Yes, it's still there.  You know, as I said, I was at Hannover the last
 four days, and everybody is talking about industrial Ethernet.  Everybody either has a solution,
 a portion of a solution, or is working on solutions for, you know, field buss networks that are industrial
 Ethernet based.  There are still some technical issues with it, but it's moving, and it's hard
 to predict you know how much market share industrial Ethernet will take from the existing field busses,
 like Device-Net and others, but it's definitely a force that is here and has been for a while.

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Alexander Paris:  Only, now that things are picking up and you've got a lot of cash burning its
 hole in your pocket, are there some acquisitions that would  this would be an opportune time to, now
 that the cycle's turning, that you would be interested in, in terms of adding strategically to your
 efforts?  Or are you going to try to just continue, you know, bringing together a little bit better
 what you already have?



Philippe Lemaitre:  Well, we definitely are going to be  going to bring more of what we have, but
 we have been in an acquisitive mode for the last few months, and we're continuing to be in an acquisitive
 mode.  The problem is more finding a willing company at this stage than anything else, but I have
 one person full-time, roaming in Europe, talking to people, to try to generate potential there.  One
 of my major tasks personally in Hannover was to talk to possible partners or people that might be interested
 in us acquiring them.  It's a tough market for that, because most of the people we could acquire
 tend to be privately owned German company, and as I have said before, it's a long courtship.



Alexander Paris:  Finally, just one more question.  You mention your North American Telecom
 was weak, and I think in the past you said your Telecom is not really phones and so forth, it's mostly
 storage, the EMC and people like this.



Philippe Lemaitre:  Correct.



Alexander Paris:  Is that right?  I assume
computer spending at least, you know, picking up
 in the storage  any reason for that to be so slow?  Shouldn't that the picking up also?

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Philippe Lemaitre:  Yes, we haven't seen it.  We have lost a couple of contracts as well, and
 because it's small, you know, when you lose one to contracts, it has a major effect on that particular
 sector.  So I wouldn't say necessarily that what we see ourselves is a Telecom storage area, is
 fully representative of the industry.  It's tough to say.  It's too small to be, you know,
 to be a bellwether, I think.



Alexander Paris:  So your North American is probably really  maybe that's part of it, but it's
 really more a function of the businesses growth that you divested last year?  So you've got some
 reasonable growth, adjusting for that?



Philippe Lemaitre:  Yes, definitely.



Alexander Paris:  Right, thank you very much.



Philippe Lemaitre:  Thank you, Alex.



Operator:  And there are no further questions or comments.



Philippe Lemaitre:  OK, well, thank you very much, and we'll talk again in a few months.



Operator:  That does conclude today's teleconference.  Thank you for your participation and
 you may now disconnect.



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