SECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549

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# FORM 8-K

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

January 27, 2006Date of Report (Date of earliest event reported)

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Woodhead Industries,
Inc(Exact name of registrant as specified in its charter)

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

3 Parkway North, Suite
550, Deerfield, IL 60035
(Address of principal
executive offices) (Zip Code)

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

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

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

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

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

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





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# Item 2.02.   Results of
Operations and Financial Condition.

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

On January 27, 2006 Woodhead
Industries, Inc. issued a press release containing information about the Companys
results of operations for the quarter ended December 31, 2005, which is attached hereto as
Exhibit 99.01.

The registrant hosted its first
quarter earnings conference call on Friday January 27, 2006 at 11:00 a.m. Eastern Time.
During this conference call, registrant presented its financial results for the quarter
ended December 31, 2005, as well as certain other financial and operating information,
which is attached hereto as Exhibit 99.02 and Exhibit 99.03.

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

(c) Exhibits.

Exhibit Number

|99.01 |  | Press
release of Registrant dated January 27, 2006
|----- |  | --------------------------------------------------

|99.02 |  | First
Quarter 2006 Earnings Conference Call
|----- |  | -------------------------------------------

|99.03 |  | Fiscal
2005 and 2006 Earnings Per Share Analysis
|----- |  | ------------------------------------------------

# SIGNATURE

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

|      | WOODHEAD INDUSTRIES, INC.                                      
|----- | ---------------------------------------------------------------
|     
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|Date: | February 2, 2006                                               
|      | Robert H. Fisher                                               
|      | Vice President, Finance and C.F.O.(Principal Financial Officer)

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