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# UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

# FORM 10-Q

(Mark One)x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT
          OF 1934

For the quarterly
period ended  07/02/2005

OR

o 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 July 28, 2005 was 12,241,157.

|
|

---

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 6 - Exhibits                                                                              | 
|Signatures                                                                                     | 

2

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# Part
I  FINANCIAL INFORMATIONItem 1  Financial
Statements

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

|Assets                                                                      |  | Unaudited
7/2/2005 |   | 10/2/2004
|--------------------------------------------------------------------------- |  | ------------------ | - | ---------
|Current Assets                                                              |  |                    |   |          
|Cash and short-term investments                                             |  |                    | $ | 16,866   
|Accounts receivable, net                                                    |  |                    |   | 39,885   
|Inventories                                                                 |  |                    |   | 20,580   
|Prepaid expenses                                                            |  |                    |   | 5,656    
|Refundable income taxes                                                     |  |                    |   | 2,528    
|Deferred income taxes                                                       |  |                    |   | 2,564    
|                                                                            |  |                    |   |          
|Total current assets                                                        |  |                    |   | 88,079   
|Property, plant and equipment, net                                          |  |                    |   | 54,846   
|Other Intangible assets, net                                                |  |                    |   | 578      
|Goodwill, net                                                               |  |                    |   | 35,479   
|Deferred income taxes                                                       |  |                    |   | 2,562    
|Other Assets                                                                |  |                    |   | 464      
|                                                                            |  |                    |   |          
|Total Assets                                                                |  |                    | $ | 182,008  
|                                                                            |  |                    |   |          
|                                                                           
|Liabilities and Stockholders Investment                                    |  |                   
|Current Liabilities                                                         |  |                   
|Accounts payable                                                            |  |                    | $ | 10,428   
|Accrued expenses                                                            |  |                    |   | 12,261   
|Income taxes payable                                                        |  |                    |   | 1,519    
|Current portion of long-term debt                                           |  |                    |   | 5,700    
|                                                                            |  |                    |   |          
|Total current liabilities                                                   |  |                    |   | 29,908   
|Long-term debt                                                              |  |                    |   | 25,200   
|Deferred income taxes                                                       |  |                    |   | 4,839    
|Other liabilities                                                           |  |                    |   | 3,578    
|                                                                            |  |                    |   |          
|Total Liabilities                                                           |  |                    |   | 63,525   
|                                                                           
|Stockholders investment:                                                   |  |                   
|Common stock at par (shares issued: 12,233 at 7/2/05 and 12,147 at 10/2/04) |  |                    |   | 12,233   
|Additional paid-in capital                                                  |  |                    |   | 21,251   
|Deferred stock compensation                                                 |  |                    |   | (465     
|Accumulated other comprehensive income                                      |  |                    |   | 4,414    
|Retained earnings                                                           |  |                    |   | 81,050   
|                                                                            |  |                    |   |          
|Total stockholders investment                                              |  |                    |   | 118,483  
|                                                                            |  |                    |   |          
|Total Liabilities and Stockholders Investment                              |  |                    | $ | 182,008  
|                                                                            |  |                    |   |          

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 Nine Months ended
July 2, 2005 and June 26, 2004(Amounts in Thousands, except per share data, unaudited)

|                                           |  | Three Months Ended |   | Nine Months Ended
|------------------------------------------ |  | ------------------ | - | -----------------
|
|                                          
|Net Sales                                  |  |                    | $ | 56,958           
|Cost of Sales                              |  |                    |   | 35,011           
|                                           |  |                    |   |                  
|Gross Profit                               |  |                    |   | 21,947           
|Operating Expenses                         |  |                    |   | 17,046           
|Restructuring and Other Related Charges    |  |                    |   |                 
|                                           |  |                    |   |                  
|Total Operating Expenses                   |  |                    |   | 17,046           
|                                          
|Income From Operations                     |  |                    |   | 4,901            
|Other Expenses                             |  |                   
|Interest Expense                           |  |                    |   | 544              
|Interest Income                            |  |                    |   | (71              
|Other (Income) / Expenses, Net             |  |                    |   | 195              
|                                           |  |                    |   |                  
|Income Before Taxes                        |  |                    |   | 4,233            
|                                           |  |                    |   |                  
|Provision For Income Taxes                 |  |                    |   | 1,060            
|                                           |  |                    |   |                  
|Net Income                                 |  |                    | $ | 3,173            
|                                          
|Earnings per share                         |  |                   
|Basic                                      |  |                    | $ | 0.26             
|Diluted                                    |  |                    | $ | 0.26             
|                                          
|Weighted-average common shares outstanding |  |                   
|Basic                                      |  |                    |   | 12,132           
|Diluted                                    |  |                    |   | 12,238           
|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 Nine Months ended July 2, 2005 and June 26, 2004
(Amounts in Thousands, unaudited)

|                                                                                 |  | Nine 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 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

---

# 

Woodhead Industries, Inc.Consolidated Statements of
Comprehensive IncomeFor the Three and Nine Months ended July 2, 2005 and June 26,
2004(Amounts in Thousands, unaudited)

|                                                    |  | Three Months Ended |   | Nine Months Ended
|--------------------------------------------------- |  | ------------------ | - | -----------------
|
|Net income                                          |  |                    | $ | 3,173            
|Other comprehensive income:                         |  |                   
|Accumulated foreign currency translation Adjustment |  |                    |   | (4,835           
|Minimum pension liability adjustment, Net of tax    |  |                    |   |                 
|Unrealized loss on cash flow hedging Instrument     |  |                    |   | (3               
|                                                    |  |                    |   |                  
|Comprehensive income, net                           |  |                    | $ | (1,665           
|                                                    |  |                    |   |                  

The accompanying notes are an
integral part of these statements.

6

---

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 July 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

---

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
Pensionsand 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 July 2, 2005 our
additional disclosure is included in Footnote No. 11.

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

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

|                                   |  | 7/2/05 |   | 10/2/04
|---------------------------------- |  | ------ | - | -------
|Inventories valued using FIFO      |  |        | $ | 11,253 
|                                   |  |        |   |        
|Inventories valued using LIFO:     |  |       
|At FIFO cost                       |  |        |   | 11,418 
|Less: Reserve to reduce to LIFO    |  |        |   | (2,091 
|                                   |  |        |   |        
|LIFO Inventories                   |  |        |   | 9,327  
|                                   |  |        |   |        
|Total Inventories                  |  |        | $ | 20,580 
|                                   |  |        |   |        
|Inventory composition using FIFO   |  |       
|Raw materials                      |  |        |   | 13,165 
|Work-in-process and finished goods |  |        |   | 9,506  
|                                   |  |        |   |        
|Total Inventories at FIFO          |  |        | $ | 22,671 
|                                   |  |        |   |        

Had we used the FIFO method for all
inventories, net income would have been $0.2 million lower for the quarters ended July 2,
2005 and June 26, 2004. Had we used the FIFO method for all inventories, net income would
have been $0.3 million and $0.4 million lower for the nine months ended July 2, 2005 and
June 26, 2004, respectively.

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

|                                                |  | 7/2/05 |   | 10/2/04 
|----------------------------------------------- |  | ------ | - | --------
|Property, plant and equipment, at cost          |  |        | $ | 154,917 
|Less: Accumulated depreciation and amortization |  |        |   | (100,071
|                                                |  |        |   |         
|Property, plant and equipment, net              |  |        | $ | 54,846  
|                                                |  |        |   |         

During the first nine months of
fiscal 2005 we purchased $6.9 million of property, plant and equipment compared to $6.6
million in the first nine months of fiscal 2004. For the quarter ended July 2, 2005 we
purchased $2.7 million of property plant and equipment compared to $2.8 million for the
quarter ended June 26, 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 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 July 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

---

|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 |   | Nine Months Ended
|--------------------------------------------- |  | ------------------ | - | -----------------
|
|                                             
|Net Income                                    |  |                    | $ | 3,173            
|Earnings per share                            |  |                   
|Basic                                         |  |                    | $ | 0.26             
|Diluted                                       |  |                    | $ | 0.26             
|                                              |  |                    |   |                  
|                                             
|Weighted-average number of shares outstanding |  |                    |   | 12,132           
|Dilutive common stock options                 |  |                    |   | 106              
|                                              |  |                    |   |                  
|Weighted-average number of shares outstanding |  |                   
|Plus dilutive common stock options            |  |                    |   | 12,238           
|                                              |  |                    |   |                  

|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 12,233,000 and
12,147,000 on July 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 nine months ended July 2, 2005
and June 26, 2004:

|                                       |  | 7/2/2005 |   | 6/26/2004
|-------------------------------------- |  | -------- | - | ---------
|Net Income                             |  |          |   |          
|As reported                            |  |          | $ | 5,716    
|Stock based employee compensation cost |  |          |   | (887     
|                                       |  |          |   |          
|Pro forma                              |  |          | $ | 4,829    
|Basic earnings per share               |  |         
|As reported                            |  |          | $ | 0.47     
|Stock based employee compensation cost |  |          |   | (0.07    
|                                       |  |          |   |          
|Pro forma                              |  |          | $ | 0.40     
|Diluted earnings per share             |  |         
|As reported                            |  |          | $ | 0.47     
|Stock based employee compensation cost |  |          |   | (0.07    
|                                       |  |          |   |          
|Pro forma                              |  |          | $ | 0.40     
|                                       |  |          |   |          

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. For the
quarter ending July 2, 2005 only France accounted for 10 percent or more of our total
revenue and therefore was the only foreign country to meet the minimum disclosure
requirements. For the nine months ending July 2, 2005 no foreign country met the minimum
sales disclosure requirement. 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        |  |           | $ | 43,252                
|Electrical          |  |           |   | 13,706                
|Corporate and other |  |           |   |                      
|                    |  |           |   |                       
|Total               |  |           | $ | 56,958                
|                    |  |           |   |                       

|                    |  | Addition to long-lived assets |   | Depreciation and Amortization
|------------------- |  | ----------------------------- | - | -----------------------------
|
|
|Connectivity        |  |                               | $ | 1,508                        
|Electrical          |  |                               |   | 1,230                        
|Corporate and other |  |                               |   | 4                            
|                    |  |                               |   |                              
|Total               |  |                               | $ | 2,742                        
|                    |  |                               |   |                              

|                    |  | 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 
|7/2/05             
|                   
|United States      
|France             
|All other countries
|                   
|Total              
|                   
|                   
|                   
|                   

11

---

Nine Months(Amounts in Thousands, unaudited)Segment
data

|                    |  | Net Sales |   | Income from Operations
|------------------- |  | --------- | - | ----------------------
|
|
|Connectivity        |  |           | $ | 122,633               
|Electrical          |  |           |   | 39,394                
|Corporate and other |  |           |   |                      
|                    |  |           |   |                       
|Total               |  |           | $ | 162,027               
|                    |  |           |   |                       

|                    |  | Addition to long-lived assets |   | Depreciation and Amortization
|------------------- |  | ----------------------------- | - | -----------------------------
|
|
|Connectivity        |  |                               | $ | 3,744                        
|Electrical          |  |                               |   | 3,105                        
|Corporate and other |  |                               |   | 29                           
|                    |  |                               |   |                              
|Total               |  |                               | $ | 6,878                        
|                    |  |                               |   |                              

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

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

|                   
|-------------------
|Nine Months Ended  
|7/2/05             
|                   
|United States      
|All other countries
|                   
|Total              
|                   
|                   
|                   
|                   
|                   

12

---

|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. 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 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 expensedFiscal
Year 10/02/04 |   | Cumulative costs
through 10/02/04 |  | Total anticipated
costs
|------------------------------------- |  | ---------------------------------- | - | --------------------------------- |  | -----------------------
|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 nine months ended June 26,
2004 we recorded restructuring charges of $1.2 million. For the quarter ended June 26,
2004 we recorded restructuring charges of $0.1 million.

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

|                                     |  | Restructuring
Reserve
|------------------------------------ |  | ---------------------
|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 activity for
the nine months and quarter ending July 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 July 2, 2005 was 25.0% compared to 34.5% for the quarter ending June 26,
2004. Our effective tax rate was 27.6% and 26.5% for the first nine months of 2005 and
2004, respectively. The lower effective tax rate for the quarter ending July 2, 2005 is
due to a tax benefit related to the reversal of a $0.5 million income tax contingency
accrual resulting from the Internal Revenue Service completing the audit of our fiscal
2002 income tax return. The lower effective tax rate for the first nine 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 an Aero-Motive product line sale and the change in the effective Canadian tax rate
(due to a change in 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 were 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 nine
months ended July 2, 2005 and June 26, 2004:

|                                    |  | Pension Benefits
|----------------------------------- |  | ----------------
|
|
|Service Cost                        |  |                 
|Interest Cost                       |  |                 
|Recognized actuarial loss           |  |                 
|Expected return on plan assets      |  |                 
|Amortization of prior service costs |  |                 
|Settlement Expense                  |  |                 
|                                    |  |                 
|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 July 2, 2005 we have contributed $0.6 million, which is our current full year estimate.

|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

14

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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.

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

Third quarter fiscal 2005
results compared with third quarter fiscal 2004 results

SALESSales in the quarter ended July 2,
2005 were $57.0 million, an increase of 8.2% compared to sales of $52.7 million for the
quarter ended June 26, 2004. This improvement in sales was wholly attributable to the
strong performance in the Connectivity segment. While the growth in our Connectivity
segment was realized in all major geographic regions, the primary driver for the increased
growth was North America, which posted a 22.4% increase in revenue and is the region where
we have invested in sales, marketing and engineering initiatives since early fiscal 2004.
In Connectivity, foreign exchange rates changes positively impacted sales by $0.9 million
for the quarter ending July 2, 2005 when compared to last year. For the third quarter 2005
Connectivity sales were $43.3 million, a 14.5% increase over the $37.8 million in sales
reported for the third quarter 2004. We experienced solid growth in North America but
the soft economic environment in Europe, particularly Italy, slowed our total growth. In
constant dollars sales in North America, Europe and Asia increased 20.5%, 3.9% and 5.8%,
respectively when compared to the third quarter of 2004. Connectivity sales represented
75.9% of our total third quarter sales, which reflects our continued focus on the growth
of this segment. Electrical sales were $13.7 million in the quarter ended July 2, 2005 and
$14.9 million last year, a 7.8% decrease. This decrease when compared to the third quarter
of 2004 was the result of $2.2 million in non-recurring government sales last year.
Electrical sales represented 24.1% of our total third quarter sales.

SALES BY REGIONIn the United States, sales were
$31.2 million in the third quarter of fiscal 2005 compared to $28.8 million in the third
quarter of 2004. We recorded 45% of our revenues in foreign currencies during the third
quarters of fiscal 2005 and 2004. Our international revenue was up 7.6% in the third
quarter of fiscal 2005 when compared to last year. This increase was mainly due to the
operating performance of our businesses in Europe, Canada, and Asia and the favorable
impact from foreign exchange rate changes. In constant dollars, sales in Europe, Canada
and Asia increased 3.9%, 3.0% and 5.8%, respectively, when compared to the third quarter
of 2004. In constant dollars European sales increased in France, the U.K. and Germany by
13.6%, 7.5% and 6.1%, respectively. In constant dollars sales in Italy decreased 11.7% in
the third quarter of 2005 due mainly to the softening economic environment.

BACKLOGThe backlog of unfilled orders stood
at $16.2 million at the end of this quarter as compared to $18.8 million a year ago, which
translates to 18 and 23 average days of sales in 2005 and 2004, respectively. Our backlog
has improved 4.5% compared to the 2004 year-end levels of $15.5 million.

16

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GROSS PROFITGross profit as a percent of sales
was 38.5% in the third quarter of fiscal 2005 and 38.4% last year. Gross profit increased
1.5 points when compared to the second quarter of 2005. This improvement in sequential
quarterly gross margin is evidence of our success in remedying the issues that affected
our first quarter 2005 performance in our Electrical segment. Gross Profit in our
Electrical segment has increased 7.7 points from the first quarter of 2005. Increased
sales volumes have improved the operating efficiencies at our manufacturing facilities.
Decreases in our LIFO reserve requirement increased our gross profit by $0.2 million in
the third quarter of fiscal 2005 compared to $0.3 million in the third quarter of 2004.

OPERATING EXPENSES
Operating expenses were $17.0 million
in the third quarter 2005 compared to $16.6 million in the third quarter of 2004.
Operating expenses in the third quarter of 2004 included a restructuring charge of $0.1
million. These expenses were 29.9% of sales in the third quarter of 2005 compared to last
years 31.5%. This decrease as a percentage of sales was due wholly to the increased
sales levels in the third quarter of 2005. The increase in third quarter 2005 operating
expenses is due to two factors. First, we incurred $0.7 million of costs associated with
Sarbanes-Oxley. Second, foreign exchange rate changes increased 2005 operating expenses by
$0.3 million.

SEGMENT OPERATING INCOME
Income from operations in the third
quarter of 2005 was $3.8 million in the Connectivity segment compared to $1.6 million in
2004. The combined effect of increased revenue and improved gross margins were the main
factors in the improvement. The Electrical segment recorded income from operations in the
third quarter of 2005 of $1.8 million compared to $2.3 million in 2004. The decrease in
income from operations was primarily due to the non-recurring government shipments in the
third quarter of 2004.

MISCELLANEOUS INCOME /
EXPENSEOther expense in the third quarter of
2005 was $0.2 million compared to other expense of $0.5 million in the third quarter of
2004. This year over year change was primarily due to the impact of exchange rate changes.

NET INCOMENet income in the third quarter of
2005 was $3.2 million compared to $1.6 million in 2004. Our effective tax rate was 25.0%
and 34.5% for 2005 and 2004. The lower effective tax rate for the quarter ending July 2,
2005 is due to a tax benefit related to the reversal of a $0.5 million income tax
contingency accrual resulting from the Internal Revenue Service completing the audit of
our fiscal 2002 income tax return.

Nine months fiscal 2005
results compared with Nine months fiscal 2004 results

SALESSales for the nine months ended July
2, 2005 were $162.0 million an increase of 9.0% compared to sales of $148.6 million for
the nine months ended June 26, 2004. This increase was wholly attributable to the
increased sales volume in the Connectivity segment and the positive impact resulting from
changes in exchange rates of $4.0 million. The strong performance in the Connectivity
segment was partially offset by a small sales decrease in the Electrical Segment. For the
first nine months of 2005 Connectivity sales were $122.6 million, a 14.2% increase over
the $107.3 million in sales reported in 2004. The growth in our Connectivity segment was
due to improvements in all regions during the first nine months. Changes in foreign
exchange rates positively impacted sales by $4.0 million for the nine months ending July
2, 2005 when compared to last year. In constant dollars we experienced growth in North
America, Europe and Asia of 16.0%, 3.1% and 21.4%, respectively. Growth in Europe is
slowing, particularly in Italy, due to a weakening economic environment. Connectivity
sales represented 75.7% of our total sales for the first nine months of 2005 compared to
72.2% of total sales for the first nine months of 2004. This increase demonstrates our
continued focus on this segment. Electrical sales were $39.4 million for first the nine
months of 2005 a 4.6% decrease compared to the $41.3 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 $3.1 million of non-recurring government sales that
occurred in 2004. Electrical sales represented 24.3% of our total sales for the first nine
months of 2005.

17

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SALES BY REGIONIn the United States, sales were
$88.5 million for the nine months ended July 2, 2005 compared to $82.5 million for the
nine months ended June 26, 2004. We recorded 45% and 44% of our revenues in foreign
currencies during the first nine months of 2005 and 2004, respectively. Our international
revenue was up 11.2% in the first nine months of fiscal 2005 when compared to last year.
This increase was due to the improved operating performance in our foreign locations and
the $4.0 million of favorable impact from foreign exchange rate changes. In constant
dollars, sales in Canada, Europe and Asia increased 4.4%, 3.1% and 21.4%, respectively.
Sales improvements in France and Germany were 7.2% and 11.7%, respectively. Sales declined
in the U.K. and Italy by 2.5% and 2.9%, respectively when comparing nine months 2005
compared to 2004.

GROSS PROFITGross profit as a percent of sales
was 36.7% for the first nine months of fiscal 2005 and 37.7% 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 that quarter 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
were 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 and third quarter
as evidenced by the increase in gross profit. Gross profit increased from 34.4% in the
first quarter of 2005 to 38.5% in the third quarter of 2005.

OPERATING EXPENSESOperating expenses were $51.3 million
in the first nine months of 2005 compared to $49.0 million in the first nine months of
2004. Operating expenses in 2004 included a restructuring charge of $1.2 million related
to the migration of our operations from our Aero-Motive subsidiary to Juarez, Mexico.
These expenses were 31.7% of sales in 2005 compared to last years 33.0%. Exchange
rate changes increased operating expenses by $1.4 million in the first nine months of 2005
when compared to 2004. Also contributing to the year-to-year increase was the planned
investment in sales and marketing initiatives, which included hiring additional
experienced sales professionals in North America. Although these initiatives were started
during quarter 1 of 2004, the year to date effect on expense was not realized until the
second half of 2004. Also, in 2005 we have incurred $1.3 million of costs associated with
Sarbanes-Oxley compliance efforts and we had a $0.8 million credit in the first quarter of
2004 resulting from the reduction in our liability for retiree medical benefits.

SEGMENT OPERATING INCOMEIncome from operations for the nine
months ended July 2, 2005 was $6.1 million in the Connectivity segment compared to $2.6
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 nine months of 2005 of $3.6 million compared
to $5.0 million in 2004. This decrease was due to reduced revenue and to the gross profit
issues mentioned earlier.

MISCELLANEOUS INCOMEMiscellaneous income in the first
nine of 2005 was $1.1 million compared to $1.0 million in the first nine months of 2004.
Miscellaneous income in the first nine months of 2005 was primarily due a $0.5 million
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 nine months of 2004
consisted mainly of a $1.2 million gain on the sale of the Aero-Motive government hose
reel product line.

NET INCOMENet income in the first nine months
of 2005 was $5.7 million compared to $4.6 million in 2004. Our effective tax rate was
27.6% and 26.5% for the first nine months of 2005 and 2004, respectively. The low
effective rate

18

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for the first  nine  months of 2005 was due
mainly to the reversal of a $0.5 million  accrued tax contingency as a result of
the Internal Revenue Service  completing its audit of our fiscal 2002 income tax
return.  The low  effective  tax rate for the first nine  months of 2004 was due
mainly to 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 and the tax treatment on
the exchange gain on the U.S. dollar loan.

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 July 2, 2005 we had $16.9 million
in cash and short-term investments, up slightly from $16.7 million at year-end October 2,
2004. This slight increase in cash was due mainly to the operating cash flow of $9.0
million offset by spending for property, plant and equipment and our quarterly dividends.

Working capital increased to $58.2
million on July 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 nine
months of 2005 we invested $6.9 million in property, plant and equipment compared to $6.6
million in the first nine 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 July 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 revolving credit
agreement provides 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
July 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 July 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 contingent liabilities and the
environmental matters, see Footnote No. 12.

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.

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 July 2,
2005 was recorded as a $0.5 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 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: August 9, 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)

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