EXHIBIT 99.02


WOODHEAD INDUSTRIES

MODERATOR: PHILIPPE LEMAITRE
JANUARY 28, 2005
10:00 A.M. CT


Operator: Good morning, ladies and gentlemen. Thank you for your patience in
          holding, and welcome to the Woodhead Industries 2005 fiscal first
          quarter conference call.

          Before we begin, let me remind the audience that comments made during
          the conference being held today, January 28, 2005, contain statements
          that are forward-looking. These 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, changes in foreign exchange rates,
          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. I would
          also like to remind the audience that today's conference is being
          recorded.

          Now let me introduce your host for today's call, Mr. Philippe
          Lemaitre, Chairman and Chief Executive Officer of Woodhead Industries.
          Mr. Lemaitre, please go ahead.


<PAGE>

Philippe Lemaitre: Thank you, April. Thank you and good morning everyone. We
          appreciate that you are joining us today to discuss our performance
          and financial results for our 2005 first quarter.

          With me today as usual, is Bob Fisher, our Vice President Finance and
          Chief Financial Officer. And Joe Nogal, our Vice President and
          Treasurer/Controller, is also with us and is available to respond to
          your questions at the end of the call.

             I will begin today's call with a summary of our fiscal first
          quarter 2005 financial performance. Following my initial commentary,
          Bob will take you through the numbers in greater detail and give you
          our results by business segments. Finally, I will return and update
          you on the economic environment for our business and provide guidance
          for the remainder of the fiscal year. We will conclude by taking your
          questions.

             First quarter sales were $48.7 million, up 8 percent compared to
          the same quarter last year. Foreign exchange rate changes accounted
          for half of the increase, driven by the weakening U.S. dollar. Income
          from operations for the quarter totaled $226,000, and net income was
          $1.2 million or 10 cents per share. This compares to last year's
          results of $1 million for income from operation, $2.1 million of net
          income, and 17 cents per share.

             Our operating profitability during the first quarter was weaker
          than we expected due to several adverse developments in our Electrical
          business. These issues, which were fairly minor individually, proved
          significant when aggregated. However, we are confident that each of
          these issues has been

<PAGE>

          appropriately addressed, and corrective action will produce better
          results going forward. The negative bottom-line effects of these
          developments were largely offset by several non-routine gains.

             In our Connectivity business, we continued to see solid growth in
          revenues. In total, Connectivity revenue was up 11 percent over last
          year. In constant dollars, North America was up 8 percent and Asia
          produced year-over-year gains of 42 percent. Revenue growth in Europe
          did not meet our expectations and declined 1 percent in constant
          dollars due to a slowdown in the European manufacturing environment.
          Many of our customers in Europe stopped taking delivery of products 5
          days before the normal December holiday shutdown this year.

             While disappointed with the profitability reported this quarter, we
          see clear growth in Connectivity revenue going forward, and with our
          corrective actions in Electrical, we will get back to 38 percent gross
          margin for the combined business by the third quarter of this year.

          I will now turn the call over to Bob, who will review our financial
          performance in greater detail - Bob.

Robert Fisher: Thank you, Philippe. As Philippe mentioned, first quarter
          consolidated revenues were $48.7 million, an increase of 8 percent
          year over year. Foreign exchange rate changes positively impacted
          sales by $1.8 million or 4 percent when compared to the same quarter
          in 2004.
<PAGE>

             It is important to note that the weakening dollar, while increasing
          revenue, did not significantly add to our operating profitability. The
          increase in sales was wholly attributable to solid performance in our
          Connectivity segment, which grew 11 percent, as reported, or 6 percent
          in constant dollars, even with the temporary slowdown in Europe.
          Revenues in our Electrical segment declined modestly during the first
          quarter of 2005, falling 2 percent from 2004 levels due to lower
          industrial product sales.

             When comparing first quarter earnings on a year-over-year basis,
          there were several non-routine items that affected results in both
          years. The detail of these is shown in the body of our press release,
          so I won't repeat it. In total, they were a favorable 11 cents per
          share this year versus 16 cents per share last year.

             Revenues generated from international operations accounted for 45
          percent of total revenue this quarter, up slightly from 43 percent in
          the first quarter of 2004. This increase was driven by the continuing
          strengthening of foreign currencies, primarily the Euro and Canadian
          dollar, and particularly strong operational performance in Japan.

             Gross margin in the first quarter was 34.4 percent, down 2.2 points
          from last year. This drop was primarily due to issues in our
          Electrical business, including the following. First, costs from the
          launch of our new Electrical consumer product, an in-wall electrical
          reel, at a major home center. Our freight and logistics costs getting
          the product from China to individual stores was much higher than
          originally planned.
<PAGE>

             Second, freight costs associated with the final stage of product
          migration from Kalamazoo, Michigan to Juarez, Mexico continued higher
          than planned due to delays in changing our supplier base from the
          Midwest. And last, we had a temporary shift towards certain lower
          margin lighting products due to a couple of large one-time orders.

             As Philippe said, corrective actions in Electrical and the expected
          revenue growth in Connectivity quarter to quarter will enable us to
          increase our gross margin to 38 percent in the third quarter of this
          year and to be 37 percent for the full year.

             Operating expenses increased 6 percent from the first quarter of
          2004 to $16.5 million. Foreign exchange rate changes increased these
          expenses by $719,000 or 5 percent and accounted for most of the
          year-over-year increase. Operating expenses for the full year
          including Sarbanes-Oxley compliant costs will be basically flat year
          over year before the impact of foreign exchange of about $3 million.

             In the Connectivity segment, first quarter sales were $36.9
          million, up 11 percent from last year. Income from operations in this
          segment was $61,000. Last year's sales were $33.1 million and income
          from operations was $263,000. Changes in foreign exchange rates
          accounted for $1.8 million of the year-over-year revenue increase.

             In constant dollars again, North American revenue and Asia revenue
          were up 8 and 42 percent, respectively, while European revenue
          declined 1 percent.
<PAGE>

             Gross margin increased slightly over the first quarter of 2004. The
          increase in gross profit from higher revenue was more than offset in
          the quarter by higher operating expenses associated with our
          investment in growth initiatives that were started in the first
          quarter of 2004, but not fully implemented until the second half of
          2004, and exchange rate changes.

             Electrical segment sales were $11.8 million in the first quarter,
          down 2 percent from $12 million last year. This decrease was due
          primarily to the sale of the government hose reel business in Q1 last
          year and the loss of a couple customers as we migrated the Kalamazoo
          business and integrated the sales operation.

             First quarter 2005 income from operations was $300,000 compared to
          $909,000 last year. Profitability in this segment was negatively
          affected by the issues already mentioned.

             Order activity has been very strong in all three regions of our
          business. Backlog increased 22 percent during the quarter to $19
          million and has continued to increase this month and is now $20.6
          million as of last week.

             We continue to generate positive cash flow for future investment.
          Cash on hand at the end of the quarter was $17.1 million.

             Inventory turns decreased slightly during the quarter in order to
          ensure product availability due to the logistic issues with the final
          migration of Electrical product to Mexico; and days sales outstanding
          remained constant.
<PAGE>

             Capital expenditures were $2 million in the quarter compared to
          depreciation of $3.1 million. And capital expenditures for the full
          year will total about $10 million. Finally, our tax rate for the
          quarter was 22 percent, due primarily to the FX gain in Canada. Going
          forward, we expect the rate to be a more normal 35 to 37 percent.

          I'll now turn the call back to Philippe.

Philippe Lemaitre: Thank you, Bob. The economic environment continues to suggest
          improvement going forward. The ISM Index continued to show growth in
          the manufacturing economy. The strength indicated by this broad
          measure of demand is confirmed by our order activity. As Bob told you,
          backlog at the end of last week was $20.6 million, up from $15.5
          million at fiscal year end 2004, a 33 percent increase.

             With our results this quarter, we have revised our guidance for the
          fiscal year. We continue to expect solid revenues in the second
          quarter of this fiscal year of about $56 million or 12 percent above
          2004 levels. Earnings for the quarter are still expected to be in the
          range of 12 cents per share.

             As our growing backlog indicates, demand for our products is
          strong, and we expect to realize revenue and earning growth in the
          second half of the fiscal year. With this backdrop, we are now
          forecasting 12 percent revenue growth for the full year, assuming
          current exchange rates and flat performance from the Electrical
          segment. This will result in total revenue of approximately $226
          million and full year earnings of 70 to 72 cents per share.
<PAGE>

          Operator, we are now ready to take questions.

Operator: Thank you. Anyone that would like to ask a question may do so at this
          time by pressing the star key followed by the digit one. For those of
          you joining us by speakerphone, please make sure your mute function is
          turned off to allow your signal to reach our equipment. Once again,
          that is star one for questions. And we'll pause for just a moment.

          Our first question this morning will come from Alexander Paris of
          Barrington Research.

Alexander Paris: Good morning.

Philippe Lemaitre: Good morning, Alex.

Alexander Paris: I just want to look a little bit at the Electrical segment
          because this is more or less a mature segment that has - usually has
          pretty good margins and should do well in a good industrial sector.
          So, we had a really good industrial sector. So, I'm just trying to
          break down the costs of these various things. The inefficiencies going
          to Mexico was three cents a share, I think you said. Is that right?

Philippe Lemaitre: No. Let me maybe give you some color on that. If I look at
          the home center products, what happened there is that we had a late
          design change there, which increased the size of our packaging, which
          made us have

<PAGE>

          more containers and put us in a larger bracket in terms of cost. And
          the impact of that was in the $200,000 to $300,000 range.

             The Aero-Motive issue is we have, for reliability and consistency,
          we have kept in place our suppliers in the Michigan-Chicago area, and
          we have planned, for freight costs, moving the supplies to Mexico. But
          we underestimated the cost of the freight and we underestimated again
          by $200,000 to $300,000. And the last one is the product mix, which
          also is in the same range.

Alexander Paris: Now, you said you resolved each of these. How did you resolve
          the excess of demand for low margin products? Stop selling or what?

Philippe Lemaitre: Well, no. We have addressed the issue, not resolved all the
          issues. The Aero-Motive issue will stay partly with us for another 8
          to 10 months. The issue is the home center. This was one time, so that
          goes away. And the product mix, we are not expecting that to change.
          We also took some cost action in Electrical, and so that's why we
          believe we are going to go back to 38 percent gross margin in the
          third quarter.

Alexander Paris: And the sale of the hose reel business that was - that resulted
          in a credit, I take it?

Robert Fisher: We sold the government hose reel business in the first quarter of
          last year. And part of the contract to sell that we had an earn-out
          where we could make more money if they met their objective in terms of
          revenue. And so, we made money in that - in the first quarter of this
          fiscal year.
<PAGE>

Alexander Paris: OK. What was that? Major or a couple hundred thousand or what?

Philippe Lemaitre: About $400,000.

Alexander Paris: Four hundred thousand?

Robert Fisher: Three.

Philippe Lemaitre: Three hundred thousand.

Alexander Paris: And then you mentioned one other thing, loss of customers. What
          does that amount to? I think you mentioned that in the last conference
          call. How many sales did you lose?

Philippe Lemaitre: It's $1 million to $1.5 million. It's a couple of customers.
          It's unfortunate. We are working on finding new customers to cover
          that loss, and we're working on that. But it's about $1 million to
          $1.5 million.

Alexander Paris: What do you consider now in a normal period without all of
          these one-time or two or three time events is your operating margin in
          Electrical? It used to be higher than Connectivity, I think, wasn't
          it?

Philippe Lemaitre: Yes, it used to be in the 40 plus percent...

Robert Fisher: Gross margin.
<PAGE>

Philippe Lemaitre: ...gross margin. And we see it coming back to the same level
          after we have completely...

Alexander Paris: What about the operating margins in that business? They're
          fairly high too, aren't they, relative to Connectivity.

Robert Fisher: Yes, they'll come back also.

Alexander Paris: What would you consider normal in there or acceptable?

Robert Fisher: I'd say 10 percent is a good number.

Alexander Paris: OK. Thank you very much.

Philippe Lemaitre: Thank you, Alex.

Operator: Before moving onto our next question, I would like to remind our
          audience that is star one for questions. We'll now hear from Kevin
          Sarsany with Langenberg & Company.

Kevin Sarsany: Hi, guys.

Philippe Lemaitre: Hi, Kevin.

Kevin Sarsany: Hi. I guess going to your EPS adjustments - I just want to get
          this straight - it looks like you lost a penny in the quarter,
          correct?
<PAGE>

Robert Fisher: If you take out the non-routine, yes.

Kevin Sarsany: OK. Now, on Connectivity could you break out or at least
          highlight the profitability by geographic region? I'm assuming Europe
          was the big drag. That would be helpful.

Philippe Lemaitre: We don't detail per region, but...

Kevin Sarsany: If you can highlight it. It sounds like revenues were lower than
          you expected and...

Philippe Lemaitre: Yes. Connectivity is very dependent on volume. So, whenever
          we have a region that doesn't get the volume we were expecting,
          obviously, like Europe this time, it's a drag on our profitability.

Kevin Sarsany: OK. And were you happy with North American profitability?

Philippe Lemaitre: Yes, we are. And North American profitability should become
          better, because basically, as we said earlier in the call, we're
          absorbing this quarter the full effect for the first time of all the
          changes we put in place last year. And we - overall, we're not
          expecting - I mean, our expense will be flat year over year when you
          include Sarbanes-Oxley and exclude exchange rate.

Kevin Sarsany: OK. And in Europe are you still planning on the manufacturing
          consolidation over there? And when is the timing on that?
<PAGE>

Philippe Lemaitre: Yes, we are working on that. The timing is still - there are
          small things that we are doing right now. Overall, it still will take
          another 12 to 18 months before it's going to be either finished or
          well underway.

Kevin Sarsany: OK. And just two last quick questions on the Electrical. I think
          Alexander kind of tried to quantify them, and he did. But when you
          talk about the resolution to the retail problem being one-time buy,
          don't you expect to get future purchases of that product? And is that
          problem solved for the future purchases?

Robert Fisher: Yes. The one-time buy really related more to the electrical
          lighting business in terms of the margin. We had a couple of big buys
          that took the margin down in electric - in the lighting business.

Kevin Sarsany: No, I'm talking about the...

Philippe Lemaitre: So, we do expect and hope to get additional orders in the
          home center business. We're still on a trial basis and things are
          moving along.

Kevin Sarsany: Right.

Philippe Lemaitre: But obviously, we are renegotiating freight contract and
          things like that...

Kevin Sarsany: OK.

Philippe Lemaitre: ...so that we shouldn't be impacted...
<PAGE>

Kevin Sarsany: All right. OK.

Philippe Lemaitre: ...like they have.

Kevin Sarsany: That makes sense. OK. And the last one is on the loss of
          customers. This consolidation has been going on, from what I can tell,
          since the third quarter of 2003. And why now have you lost customers?
          And why?

Philippe Lemaitre: Well, we lost customers - we lost a couple customers late
          that summer. And the impact was felt a little bit later. The why is
          when you do something like that you have competition that attacks you
          because they say you are not going to be able to deliver or whatever.
          And by playing on price, they sometime win. And they did in the case
          of these two customers.

             Our comeback to that is we are working on some cost reduction on
          some of these products. And we believe that that aspect should give us
          either some new customer come back, even at the one we lost, and also,
          we have reoriented the sales force to be a little bit more aggressive
          in this area. It's unfortunate. I don't believe that on the
          longer-term basis it's going to be lost forever.

Kevin Sarsany: OK. Now, when you say being more aggressive is that on price or
          selling?

Philippe Lemaitre: No, selling.
<PAGE>

Kevin Sarsany: OK.

Philippe Lemaitre: Selling.

Kevin Sarsany: OK. That's it. Thanks.

Operator: One final reminder that is star one for questions. We'll now hear from
          Greg Macosko of Lord Abbett.

Greg Macosko: Yes. Thank you.

Philippe Lemaitre: Hi, Greg.

Greg Macosko: Hi. Would you talk about any issues with commodities?

Philippe Lemaitre: Pricing you mean?

Greg Macosko: Yes. Was there any impact? I know you mentioned it last quarter
          relative to the gross margin. Is there any issues here? It wasn't
          talked about specifically. It was mainly the logistics and other
          things.

Philippe Lemaitre: Yes. No, our commodity pricing is probably higher overall by
          about a couple percent. There are a couple places where it might be in
          the 5 to 6 percent, but the overall impact is a couple of percent. So,
          overall I would say we have, considering that raw material has
          increased a lot more in many places, I think we have managed and
          planned for that correctly.
<PAGE>

Greg Macosko: OK. And you also talked about price reductions. I think it was in
          the Electrical products. I'm not sure. But last quarter, you mentioned
          price reductions relative to the competition of 1 to 1.5 percent. How
          does that stand today?

Philippe Lemaitre: It's similar. This is what we see, about 1 to 1.5 percent.

Greg Macosko: So, that's ongoing?

Philippe Lemaitre: Mostly.

Robert Fisher: On a year-over-year...

Philippe Lemaitre: It's on a year-over-year basis.

Greg Macosko: Yes. But, I mean, it hasn't let up this quarter versus last
          quarter?

Philippe Lemaitre: No. But, you know, this is basically what we have seen in our
          history, maybe a little less, maybe closer to 1 percent a few years
          back than 1.5 today, but it's not drastically different.

Greg Macosko: OK. So, that is not a big change here. I see. OK. And the new
          product development, et cetera, is not going to make any difference on
          that relative to everything else?

Philippe Lemaitre: No.
<PAGE>

Greg Macosko: The backlog, of course, is up quite strongly. Is there any
          extension of that backlog relative to kind of when it's delivered?
          What's the kind of average order expectation on that backlog going
          forward versus what it's been, say, in the last few quarters?

Robert Fisher: Typically, backlog's been deliverable in 30, 60, 90 days max.
          We do have a couple of orders that go out a little further than that,
          but they're not significant in terms of having distorted the backlog
          number.

Greg Macosko: So, you say the quality or the deliverability of that - quality
          and deliverability of the backlog is about as it was last quarter?

Robert Fisher: Yes.

Philippe Lemaitre: Yes.

Greg Macosko: OK. Thank you.

Philippe Lemaitre: Thank you, Greg.

Operator: We will now take a follow-up from Alexander Paris.

Alexander Paris: Just a couple of short questions. In the home center business,
          have you said which home center store that you're working with?

Philippe Lemaitre: We are not authorized to say it.
<PAGE>

Alexander Paris: OK. Is it - it's just one, not more than one?

Philippe Lemaitre: It's one. We are talking to a couple other places, but this
          particular business is one center.

Alexander Paris: And this, you said it was a trial. What kind of trial is that?
          Is it - only you get a little bit of a running space in it?

Philippe Lemaitre: Yes.

Alexander Paris: OK. And then you - then if it's successful, then you hope to
          add a lot more places and try to get more and more space on the shelf
          I take it, right?

Philippe Lemaitre: Yes. It's a shelf space. It might be new products. It's
          typical how these people operate. They want to get to know you, and to
          see whether the product has customer appeal, and then if you have
          other products to offer.

Alexander Paris: OK. On the marketing and the sales expense, that's an ongoing
          item obviously. About a year ago you announced a major plan for
          marketing and sales expense, and I think you implemented a lot of
          those. You've announced since then. And I think you originally said it
          was going to cost about 25 cents a share in the first year. Was that
          right? And are you pretty much through that now?

Philippe Lemaitre: Yes.
<PAGE>

Robert Fisher: It turned out to be less. We didn't spend as much money as we
          originally did. I figure it was about 18 cents last year.

Alexander Paris: So now you're just getting the normal increases in the sales.

Philippe Lemaitre: Economics, yes.

Alexander Paris: Right. And that big gain in Asia where was it from? China?

Philippe Lemaitre: Japan. Mostly Japan.

Alexander Paris: Japan? OK. You are working in China, though, I think. You've
          mentioned China.

Philippe Lemaitre: Yes, we are.

Alexander Paris: But that big gain was in Japan?

Philippe Lemaitre: Yes. We have been making very good strides in Japan for the
          last year-and-a-half.

Alexander Paris: And finally, just on a longer-term basis, when you first
          started the evolution of the company from Electrical to Connectivity,
          I think you were feeling that you were going from 4 percent growth or
          so in Electrical to 15 to 20 percent potential long-term growth in
          Connectivity. Do those numbers still sound good to you or no?
<PAGE>

Philippe Lemaitre: Yes, they still sound good to us. If you look at our
          Connectivity business over the last 5 to 6 years, we have grown on a
          compounded average at about 12 percent. And we still had to do a lot
          of things, which we have done most of that. So, I believe that the
          growth potential of that business is still in front of us.

Alexander Paris: OK. And now that your finances are looking very good with cash
          and low debt, do you feel that you're ready now or anxious to make
          some more acquisitions that could expand your market size you're
          addressing in Connectivity?

Philippe Lemaitre: I would love to.

Alexander Paris: And you're still going to be focused more on the factory floor
          kinds of Connectivity products, right?

Philippe Lemaitre: Yes.

Alexander Paris: OK. Thank you very much.

Philippe Lemaitre: Thank you, Alex.

Operator: Gentlemen, currently there are no further questions remaining in the
          queue. At this time I'd like to turn things back over to Mr. Lemaitre
          for any additional or closing comments.
<PAGE>

Philippe Lemaitre: Well, thank you very much for being with us this morning, and
          we'll talk to you next quarter.


Operator: That will conclude today's conference. We do thank you for joining us,
          and have a great day.


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