UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-K/A
                                 Amendment No. 2

                  [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR
                    15(d) OF THE SECURITIES AND EXCHANGE ACT
                                     OF 1934

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 28, 2002
                          Commission file number 0-5971

                       [ ] TRANSITION REPORT PURSUANT TO
                             SECTION 13 OR 15(d) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934


                            WOODHEAD INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                        36-1982580
-----------------------------------      ---------------------------------------
(State of other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)


Three Parkway North, Suite 550, Deerfield, IL.               60015
--------------------------------------------------------------------------------
(Address of principal executive offices)                  (Zip Code)

                           (847) 236-9300
Registrants Telephone Number, including area code

                   SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT


Common Stock, Par Value $1.00                        NASDAQ
Preferred Stock Purchase Rights                      NASDAQ
-------------------------------             ---------------------------
(Title of Class)                           (Exchange on which registered)


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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
Yes  _x_   No __


The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 28, 2002 was $204,710,858.

The number of common shares outstanding as of March 11, 2003 was 11,901,088

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's Proxy Statement for the 2003 Annual Meeting of
Stockholders and portions of the 2002 Annual Report to Stockholders are
incorporated by reference in Parts I, II, III, and IV.


<PAGE>



EXPLANATORY NOTE

This Form 10-K/A is being filed solely for the purpose of correcting the date
that is included on the Report of Independent Public Accountants issued by
Arthur Andersen LLP for the periods ended September 29, 2001 and September 30,
2000. The date of the report should be December 18, 2001 and not December 17,
2001.



ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item relating to the "Report of Independent Public
Accountants" is amended only by replacing Arthur Andersen's original Report of
Independent Public Accountants with the Arthur Andersen report below. The
remaining information required by this item relating to the "Report of
Independent Public Accountants" continues to be incorporated by reference to
page 23 of our 2002 Annual Report to Stockholders, as amended by our Form 10-K/A
Amendment No. 1. The information required by this item relating to the
consolidated financial statements and notes to financial statements continues to
be incorporated by reference (with no changes) to pages 29 through 45 of our
2002 Annual Report.




                    Report of Independent Public Accountants

To the Board of Directors and Shareholders of
Woodhead Industries, Inc.

We have audited the accompanying consolidated balance sheets of WOODHEAD
INDUSTRIES, INC. (a Delaware corporation) AND SUBSIDIARIES as of September 29,
2001, and September 30, 2000, and the related consolidated statements of income,
stockholders' investment, comprehensive income and cash flows for each of the
three years in the period ended September 29, 2001. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

<PAGE>


In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
WOODHEAD INDUSTRIES, INC. AND SUBSIDIARIES as of September 29, 2001, and
September 30, 2000, and the results of its operations and its cash flows for
each of the three years in the period ended September 29, 2001, in conformity
with accounting principles generally accepted in the United States.

/s/ Arthur Andersen LLP*

Chicago, Illinois
December 18, 2001

*This report is a copy of the previously issued report covering fiscal years
2001 and 2000. The predecessor auditor has not reissued their report.




15 (A) (1) FINANCIAL STATEMENTS
The following consolidated financial statements, related notes, and Reports of
Independent Public Accountants from the 2002 Annual Report to Stockholders are
incorporated by reference into this report:

                                                                Page(s) in our
                                                              2002 Annual Report

Reports of Independent Public Accountants,
  as amended hereby and by reference to our
  10-K/A Amendment No. 1 .....................................      23
Segment Information ..........................................    39-40
Geographic Data ..............................................      40
Consolidated Balance Sheets ..................................      29
Consolidated Statements of Income ............................      30
Consolidated Statements of Cash Flows ........................      31
Consolidated Statements of Comprehensive Income ..............      32
Consolidated Statements of Stockholders' Investment ..........      32
Notes to Financial Statements ................................    33-45




<PAGE>


ITEM 15 (A) (3). EXHIBITS


     23.1 Consent of Ernst & Young LLP.

     23.2  Information regarding consent of Arthur Andersen LLP.

     99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act
          of 2002 (18 U.S.C. Section 1350).


<PAGE>


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: March 17, 2003



BY: /s/ Robert H. Fisher                      BY:  /s/ Joseph P. Nogal
---------------------------                   ---------------------------
Robert H. Fisher                              Joseph P. Nogal
Vice President, Finance and C.F.O.            Vice President,
(Principal Financial Officer)                 Treasurer/Controller
                                              (Principal Accounting Officer)


Under the requirements of the Securities and Exchange Act of 1934, this report
was signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:

Signature                                   Title                   Date
---------                                   -----                   ----


/s/ Charles W. Denny                Chairman of the Board          3-17-03
---------------------------
Charles W. Denny

/s/ Philippe Lemaitre               President and C.E.O.           3-17-03
---------------------------
Philippe Lemaitre


/s/ Ann F. Hackett                  Director                       3-17-03
---------------------------
Ann F. Hackett


/s/ Linda Y. C. Lim                 Director                       3-17-03
---------------------------
Linda Y. C. Lim, Ph.D.


/s/ Eugene P. Nesbeda               Director                       3-17-03
---------------------------
Eugene P. Nesbeda


/s/ Sarilee K. Norton               Director                       3-17-03
---------------------------
Sarilee K. Norton




<PAGE>


                            CERITICATION PURSUANT TO

                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Philippe Lemaitre, certify that:

1.   I have reviewed this annual report on Form 10-K/A of Woodhead Industries,
     Inc. for the fiscal year ending September 28, 2002;
2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     registrant as of, and for, the periods presented in this annual report;
4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a)   Designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;
b)   Evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and
c)   Presented in this annual report our conclusions about the effectiveness of
     the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):
a)   All significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weakness internal controls; and
b)   Any fraud, whether or not material, that involves management or other
     employees who have significant role in the registrant's internal controls;
     and
6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weakness.


/s/ Philippe Lemaitre           President and C.E.O.          3-17-03
---------------------------
Philippe Lemaitre







<PAGE>


                            CERITICATION PURSUANT TO

                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I, Robert H. Fisher, certify that:

1.   I have reviewed this annual report on Form 10-K/A of Woodhead Industries,
     Inc. for the fiscal year ending September 28, 2002;
2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;
3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     registrant as of, and for, the periods presented in this annual report;
4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a)   Designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to us by others within those entities,
     particularly during the period in which this annual report is being
     prepared;
b)   Evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing date of this
     annual report (the "Evaluation Date"); and
c)   Presented in this annual report our conclusions about the effectiveness of
     the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;
5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent function):
a)   All significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weakness internal controls; and
b)   Any fraud, whether or not material, that involves management or other
     employees who have significant role in the registrant's internal controls;
     and
6.   The registrant's other certifying officers and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weakness.


/s/ Robert H. Fisher             Vice President, Finance and        3-17-03
---------------------------      Chief Financial Officer
Robert H. Fisher