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# SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

# FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

| | January 28, 2005
Date of Report (Date of earliest event reported)                | 
| | -------------------------------------------------------------------------------- | 
| | Woodhead Industries, Inc.
(Exact name of registrant as specified in its charter) | 

|Delaware                     |  | 0-5971                   |  | 36-1982580             | 
|---------------------------- |  | ------------------------ |  | ---------------------- | 
|                             |  |                          |  |                        | 
|(State or other Jurisdiction |  | (Commission File Number) |  | (I.R.S. Employer       | 
|of Incorporation)            |  |                          |  | Identification Number) | 

| | 3 Parkway North, Suite 550, Deerfield, IL 60035
(Address of principal executive offices) (Zip Code) | 
| | --------------------------------------------------------------------------------------------------- | 
| | 847-236-9300
(Registrants telephone number, including area code)                                   | 

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):

|o |  | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|- |  | -------------------------------------------------------------------------------------

|o |  | Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|- |  | --------------------------------------------------------------------------------------

|o |  | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|- |  | ------------------------------------------------------------------------------------------------------

|o |  | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
|- |  | ------------------------------------------------------------------------------------------------------

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# Item 2.02.   Results of Operations and Financial Condition.

The information set forth under this Item 2.02 Results of Operations
and Financial Condition is intended to be furnished and such information including the Exhibits attached hereto, shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed
incorporated by reference in any filings under the Securities Act of 1933, as amended.

On January 28, 2005 Woodhead Industries, Inc. issued a press release
containing information about the Companys results of operations for the quarter ended January 1, 2005, which is
attached hereto as Exhibit 99.01

The registrant hosted its first quarter earnings conference call on Friday
January 28, 2005 at 11:00 a.m. Eastern Time. During this conference call, registrant presented its financial results for the
quarter ended January 1, 2005, as well as certain other financial and operating information, which is attached hereto as
Exhibit 99.02.

# Item 9.01.   Financial Statements, Pro Forma
Financial Information and Exhibits.

| | (c) |  | Exhibits.
| | --- |  | ---------

| | Exhibit Number
| | --------------

| | 99.01     Press release of Registrant dated January 28, 2005
99.02     First Quarter 2005 Earnings Conference Call
| | ------------------------------------------------------------------------------------------------------------------

# SIGNATURE

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 person below.

WOODHEAD INDUSTRIES, INC.

Date: February 3, 2005

BY:   /s/   Robert H. Fisher

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