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

                                    FORM 10-K

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

                     FOR THE FISCAL YEAR ENDED SEPTEMBER 27,
                       1997 Commission file number 0-5971

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

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

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

         2150 E. LAKE COOK RD., SUITE 400, BUFFALO GROVE, IL.   60089
         --------------------------------------------------------------
          (Address of principal executive offices)           (Zip Code)

        Registrant's telephone number, including area code (847) 465-8300

           Securities registered pursuant to Section 12(g) of the Act:

           Common Stock, Par Value $1.00          NASDAQ - National
          Preferred Stock Purchase Rights           Market System
          -------------------------------   -----------------------------
              (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 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 the Registrant's knowledge, in the Proxy Statement incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of November 22, 1997 was $207,764,872. Shares outstanding as of
November 22, 1997 were 10,569,914.

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive proxy statement dated December 19, 1997,
for the annual meeting of stockholders to be held January 23, 1998, and portions
of the Annual Report to Stockholders for the year ended September 27, 1997 are
incorporated by reference in Parts I, II, III, and IV.



<PAGE>




                             ANNUAL REPORT FORM 10-K

                      FOR THE YEAR ENDED SEPTEMBER 27, 1997
              AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION

                                TABLE OF CONTENTS

ITEM NO.                                                                   PAGE

   1. Business............................................................. 2-4

   2. Description of Property..............................................   4

   3. Legal Proceedings....................................................   5

   4. Submission of Matters to a Vote of Securities Holders................   5

   5. Market for Registrant's Common Equity and Related Stock
          Matters.......................................................... 6-7

   6. Selected Financial Data..............................................   7

   7. Management's Discussion and Analysis of Financial Condition
         and Results of Operations.........................................   7

   8. Financial Statements and Supplementary Data..........................   7

   9. Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure.........................................   7

  10. Directors and Executive Officers of the Registrant................... 8-9

  11. Executive Compensation...............................................   9

  12. Security Ownership of Certain Beneficial Owners and Management.......   9

  13. Certain Relationships and Related Transactions.......................   9

  14. Exhibits, Financial Statement Schedules, and Reports on
          Form 8-K.   (Index of Exhibits is on Pages 16-18)............... 9-13


             The term "Company" is used herein to refer to Woodhead Industries,
             Inc. (the Registrant) and its subsidiaries unless the context
             indicates otherwise.





                                        1

<PAGE>




                                     PART I
ITEM 1.  BUSINESS

GENERAL

     Woodhead Industries, Inc. was incorporated in Illinois in 1922 and
reincorporated in Delaware in 1978. The corporation and its subsidiaries are
primarily engaged in the manufacture and sale of devices for the control and
distribution of electrical power for industry.

     There were no material changes in the manner in which the Company conducted
its business during fiscal 1997.

INDUSTRY SEGMENTS

     The Company consists of one business segment which can best be described as
specialty power and signaling devices. That segment accounted for 99% of the
sales and 98% of the earnings in 1997 and during the past five years has
averaged 99% of sales and 96% of earnings. Molded rubber products, an immaterial
business segment and therefore not reported separately, accounted for the
remainder of the sales and earnings.

PRODUCTS

     The Company's products are designed for and used primarily in industrial
applications for the distribution of power, for signaling and for motion
control. They can be classified into three groups: electrical specialties, reels
and power systems, and molded rubber products. The electrical specialty product
classification includes, among other items, portable handlamps, low-voltage
safety lights, wiring devices, weatherproof receptacles, circuit testers,
portable power distribution equipment, pendant push-button enclosures,
general-purpose power and control connectors, and custom copper and fiber optic
cable assemblies. Reels and power systems include such products as electric cord
and cable reels, electric cable festooning systems, collector rings, static
discharge reels, tool balancers, ergonomic workstations, hose reels, and
multiple-cable carrier systems.

     There is widespread applicability for the Company's products throughout a
broad range of industries such as petro-chemical, automotive, steel, airline,
chemical, food processing, utility, communications, mining, heavy construction,
health care, and recreation. A majority of the products are used in plant
maintenance and production with the balance becoming a component part of another
product.












                                        2

<PAGE>



                                Part I - cont'd.

     The percent of sales and income for the three product classifications over
the past five years is as follows:
<TABLE>
<CAPTION>

                                           SALES                                      INCOME
                          ---------------------------------------     --------------------------------------
                          1997    1996     1995     1994     1993     1997     1996     1995     1994   1993

<S>                         <C>     <C>     <C>      <C>      <C>      <C>      <C>      <C>      <C>    <C>
Electrical specialties      70      67      66       68       68       80       77       81       78     75
Reels and power systems     29      31      33       31       30       18       18       16       18     20
Molded rubber products       1       2       1        1        2        2        5        3        4      5
</TABLE>

DISTRIBUTION

     All of the Company's products are heavy-duty, industrial grade. These
products are sold directly to users, to original equipment manufacturers, and
through selected distributors, mainly in the United States, Canada, Europe and
Asia with some sales going to other parts of the world. These distributors are
serviced by manufacturers' agencies whose sales personnel solicit sales for the
Company's products and promote them to the ultimate users. These agencies also
represent other manufacturers whose lines, in general, are complementary to the
Company's products.

AVAILABILITY OF MATERIALS

     Parts and materials for the Company's products are readily available from a
variety of suppliers. It has been a practice to develop and use more than one
source of supply for any item considered critical.

PATENTS/TRADEMARKS/LICENSING

     On certain of its products, the Company holds patents, trademarks, and
licensing arrangements which, while valuable, are not considered essential to
the maintenance or future growth of the business.

SEASONALITY

     The business is not considered to be seasonal.

INVENTORIES

     Products of the type manufactured and sold by the Company are also
available through other manufacturers as well. As a result, delivery time as
well as quality and customer service are important to the success of the
business and therefore require that sufficient inventories be maintained to
insure fast turnaround time on orders.

CUSTOMER PROFILE

     The Company's sales are broad-based with no single customer accounting for
a significant portion of total sales and no single industry accounting for a
majority of its business.

BACKLOG

     On November 22, 1997, there were unshipped orders totaling approximately
$9.2 million. Last year's backlog at approximately the same date was $10.0
million.

                                        3

<PAGE>





                                Part I - cont'd.
COMPETITION

     Products similar to those sold by the Company are manufactured and sold by
other companies as well, resulting in a very competitive environment. However,
the Company believes its ability to manufacture high quality products that serve
specialized needs of industry through its highly efficient distribution channels
differentiates the Company from its competitors.

RESEARCH AND DEVELOPMENT

     For the years ended September 27, 1997, September 28, 1996, and September
30, 1995, the Company expended approximately $3,025,000, $2,513,000, and
$2,404,000, respectively, on the development of new products and the improvement
of existing products. These expenditures included the compensation of engineers,
designers, and drafters who were engaged in product development.

EMPLOYEES

     The Company has approximately 1,259 full-time employees.

FOREIGN AND EXPORT BUSINESS

     See footnote 8, page 29 of the Annual Report to Stockholders for the year
ended September 27, 1997, which is incorporated herein by reference and filed
as an exhibit to this report.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company owns facilities in the following locations:
                                   Land Owned        Plant Floor Area
      Northbrook, Illinois          4.7 acres         125,000 sq. ft.
      Kalamazoo, Michigan          39.1 acres         116,000 sq. ft.
      Franklin, Massachusetts       6.6 acres          60,000 sq. ft.
      El Paso, Texas                5.0 acres          50,000 sq. ft.
      Belvidere, Illinois           3.5 acres          36,000 sq. ft.
      Juarez, Mexico                 .8 acres          40,000 sq. ft.
      Netherlands                   1.3 acres          30,000 sq. ft.
      Wales, U.K.                   4.5 acres          42,000 sq. ft.


     All of the above properties are owned in fee except the land in Wales, U.K.
which is held under a lease expiring in 2105. In 1997, a 10.7 acre parcel of
land was purchased in Juarez, Mexico. In addition, 1.2 acres of land was leased
in Bretten, Germany. Both parcels were acquired for construction of new
facilities which currently is in progress.

     The Company also leases approximately 20,000 square feet in Ontario,
Canada; 12,500 square feet in Remchingen, Germany; 10,500 square feet in Grand
Rapids, Michigan; 7,000 square feet in Buffalo Grove, Illinois; 6,500 square
feet in Lagny-Sur-Marne, France; 5,900 square feet in Singapore; and 200 square
feet in Japan. All plants are considered to be well-equipped and
well-maintained. They are of masonry or steel construction. In the judgment of
management, sufficient capacity is available at the above locations to cover
the Company's needs at least through fiscal 1998.

                                        4

<PAGE>


                                Part I - cont'd.



ITEM 3.  LEGAL PROCEEDINGS

The Company is 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,
the Company has incurred, and expects to incur, assessment, remediation and
related costs at one of the Company's facilities. In 1991, the Company 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. The Company's independent
environmental consultant has 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 additional soil and
groundwater at the site have been impaired by chlorinated solvents, including
tetrachloroethane and trichloroethylene, and other compounds. Also, the Company
learned that a portion of the site had been used as a disposal area by the
previous owners of the site. The Company's consultant has remediated the soils
in this area and believes that it is an additional source of contamination of
groundwater, both on-site and off-site. In addition, the investigation of the
site indicates that the groundwater contaminants have migrated off-site. The
Company has implemented a groundwater remediation system for the on-site
contamination, and continues to monitor and analyze conditions to determine the
continued efficacy of this system. The Company has selected a remediation
alternative for the off-site groundwater contamination and is currently
reviewing this alternative with the DEQ. The Company also is conducting
additional investigations to determine the extent of other sources of
contamination in addition to the removed UST and the above-referenced disposal
area, including possible evidence of past or current releases by others in the
vicinity around the Company's facilities.

The Company's consultant estimates that a minimum of approximately $890,000 of
investigation and remediation expenses remain to be incurred, both on-site and
off-site. The Company has a reserve for such purposes and has notified the
previous owners of the site and various insurers of possible claims by the
Company relating to the remediation of the site. The consultant's cost estimate
was based on a review of currently available data, which is limited, and
assumptions concerning the extent of contamination, geological conditions, and
the costs and effectiveness of certain treatment technologies. The cost estimate
is subject to substantial uncertainty until the extent of contamination and
geological conditions are fully understood, feasible remedial alternatives are
assessed, and the DEQ approves a remediation plan. The Company is continuing to
investigate the environmental conditions at the site and will adjust its reserve
if necessary. The Company may incur significant additional assessment,
remediation and related costs at the site, and such costs could materially and
adversely affect the Company's consolidated net income for the period in which
such costs are incurred. At this time, the Company, however, cannot estimate the
time or potential magnitude of such costs, if any.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of the security holders either
through solicitation of proxies or otherwise during the fourth quarter of the
fiscal year ended September 27, 1997.

                                        5

<PAGE>


                                     Part II





ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCK MATTERS

      (a)  The Company's common stock trades on the NASDAQ stock market under
           the symbol WDHD. The daily quotations as reported by NASDAQ are
           published in the Wall Street Journal and other leading financial
           publications.

           On April 26, 1995, the board of directors declared a three-for-two
           stock split effected in the form of a 50% common stock dividend,
           payable May 22, 1995, to holders of record on May 8, 1995. On January
           22, 1993, the board of directors declared a two-for-one stock split
           effected in the form of a 100% stock dividend, payable March 1, 1993,
           to holders of record on February 12, 1993. All share and per share
           amounts in this filing have been adjusted to give retroactive effect
           to these stock splits.

           Preferred Stock Purchase Rights have been distributed to stockholders
           and deemed to be attached to the shares of Common Stock of the
           Registrant. If and when the rights become exercisable, the holders
           initially would be entitled to purchase one unit consisting of one
           one-thousandths of a share ("unit") of Series A Junior Participating
           Preferred Stock at a purchase price of $65 per unit, subject to
           adjustment. See footnote 5, page 26 of the Annual Report to
           Stockholders for the year ended

           September 27, 1997, for further explanation. This footnote is
           incorporated herein by reference and filed as an exhibit to this
           report.

           The range in the market price per share of the common stock during
           the past two years was as follows:

                        1997                              1996
           -----------------------------     ------------------------------
            Fiscal                            Fiscal
           Quarter      High        Low      Quarter        High        Low
               1st    14 1/4     12 1/4          1st      16 3/4     13 7/8
               2nd    16 3/4     13 1/4          2nd      15         13
               3rd    19 1/4     14 3/4          3rd      15 1/2     10
               4th    21 1/8     17 3/4          4th      13 3/4     11 3/4



      (b)  The number of holders of record of the Company's securities as of
           December 10, 1997, was as follows:

           Title of Class                           Number of Stockholders
            Common Stock                                    559
            Preferred Stock Purchase Rights                 559

                                        6

<PAGE>


                                Part II - cont'd.

     (c)  The cash dividends declared for the past two years were as follows:

                         1997                         1996
          ---------------------------     ---------------------------
          Fiscal Quarter         Rate     Fiscal Quarter         Rate
               1st             $0.080          1st             $0.065
               2nd             $0.080          2nd             $0.070
               3rd             $0.090          3rd             $0.070
               4th             $0.090          4th             $0.070
                               ------                          ------
               Total           $0.340          Total           $0.275
                               ======                          ======



ITEM 6.  SELECTED FINANCIAL DATA

     The "Financial Profile" appearing on pages 14 and 15 of the Annual Report
to Stockholders for the year ended September 27, 1997, is incorporated herein by
reference and filed as an exhibit to this report.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

     "Management's Discussion of Operations and Financial Position" appearing on
pages 12 and 13 of the Annual Report to Stockholders for the year ended
September 27, 1997, is incorporated herein by reference and filed as an exhibit
to this report.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The "Report of Independent Public Accountants" included on page 11 and the
consolidated financial statements with accompanying footnotes appearing on pages
16 through 30 of the Annual Report to Stockholders for the year ended September
27, 1997, are incorporated herein by reference and filed as an exhibit to this
report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE

     None.






                                        7

<PAGE>


                                    Part III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Information appearing under the heading "Nominees and Continuing
      Directors" on pages 1 through 4 of the Registrant's definitive proxy
      statement dated December 19, 1997, for the annual meeting of stockholders
      to be held on January 23, 1998, is hereby incorporated herein by reference
      and made a part hereof.

      The following information is provided with respect to the executive
officers of the Company:

                                                               Position Held
Name of Officer        Age     Position                            Since

C. Mark DeWinter        55     Chairman, President and           July, 1993
                                 Chief Executive Officer
Robert G. Jennings      59     Vice President, Finance and       July, 1987
                                 Chief Financial Officer
Robert J. Tortorello    48     Vice President, General        January, 1991
                                 Counsel and Secretary
Robert A. Moulton       48     Vice President, Human              May, 1987
                                 Resources
Gregory E. Baker        34     Vice President, Corporate      October, 1997
                                 Development and
                                 Strategic Planning
Joseph P. Nogal         42     Treasurer/Controller and          July, 1993
                                 Assistant Secretary


      All officers are elected each year at the Annual Meeting of the Board
of Directors which is held immediately following the annual meeting of
stockholders. The next Annual Meeting of the Board of Directors will be held on
January 23, 1998.


      The business experience of those executive officers who are not
directors or nominees is as follows:

      Mr. Robert G. Jennings joined the Company in July, 1987. He previously
      had served as Vice President, Finance and Treasurer for MagneTek, Inc.
      from 1984 to 1987 and was Vice President, Treasurer and Controller for
      Louis Allis Division, Litton Industries from 1973 to 1984.

      Mr. Robert J. Tortorello became the Company's General Counsel and
      Secretary in June, 1987. He was elected a Vice President of the Company
      in January, 1991. Before joining the Company, he was Assistant Vice
      President and Assistant to the Chairman at Beatrice Companies, Inc. from
      1986 to 1987. Prior to that he had been a Senior Attorney at Beatrice
      since 1978.

      Mr. Robert A. Moulton joined the company in October, 1986 as Manager,
      Human Resources and was elected Vice President in May, 1987. He was
      formerly a Director, Personnel at G. D. Searle and Company from 1981 to
      1986.

                                        8

<PAGE>







                               Part III - cont'd.

      Mr. Gregory E. Baker joined the Company in October, 1997 as Vice
      President, Corporate Development and Strategic Planning. He previously
      had served as Director, Supply Chain Optimization and also Manager,
      Corporate Development for Tenneco Packaging from 1995 to 1997. Prior to
      that he held a variety of positions with both AlliedSignal and Texas
      Instruments from 1986 to 1995.

      Mr. Joseph P. Nogal became the Company's Treasurer/Controller in
      January, 1991. He was elected the Assistant Secretary of the Company in
      July, 1993. From 1986 to 1990, he had served as Controller of the
      Company's Canadian Operations. Prior to 1986, he had held various
      positions within the Company since he joined it in 1978.

      Information appearing under the heading "Section 16(a) Beneficial
      Ownership Reporting Compliance" on page 6 and 7 of the Registrant's
      definitive proxy statement dated December 19, 1997, for the annual meeting
      of stockholders to be held on January 23, 1998, is hereby incorporated
      herein by reference and made a part hereof.

ITEM 11.  EXECUTIVE COMPENSATION

      The information contained under the headings "Directors' Compensation" on
      page 6 and "Executive Compensation" on pages 9 through 17 of the
      Registrant's definitive proxy statement dated December 19, 1997, for the
      annual meeting of stockholders to be held January 23, 1998, is
      incorporated herein by reference and made a part hereof.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The table and footnotes appearing under the heading "Stock Ownership of
      Management and Certain Beneficial Owners" appearing on page 7 and 8 of the
      Registrant's definitive proxy statement dated December 19, 1997, for the
      annual meeting of stockholders to be held January 23, 1998, are hereby
      incorporated by reference and made a part hereof.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information contained under the heading "Nominees and Continuing
      Directors" appearing on pages 1 through 4 of the Registrant's definitive
      proxy statement dated December 19, 1997, for the annual meeting of
      stockholders to be held January 23, 1998, is incorporated by reference and
      made a part hereof.

                                     Part IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 
            (a) Documents filed as part of this Report:


      1.  Financial Statements (filed herewith as part of Exhibit 13):


          Consolidated Balance Sheets - at September 27, 1997, September 28,
          1996, and September 30, 1995.
                                        9

<PAGE>


                                Part IV - cont'd.

          Consolidated Statements of Income - for the years ended September 27,
          1997, September 28, 1996, and September 30, 1995.

          Consolidated Statements of Stockholders' Investment - for the years
          ended September 27, 1997, September 28, 1996, and September 30, 1995.

          Consolidated Statements of Cash Flow - for the years ended September
          27, 1997, September 28, 1996, and September 30, 1995.

          Notes to Consolidated Financial Statements.

      2.  Financial Statement Schedules

          The following consolidated financial information for the years ended
          September 27, 1997, September 28, 1996, and September 30, 1995, is
          submitted herewith:
                                                                           PAGE
             Report of Independent Public Accountants on Schedule
                   and Supplementary Notes                                   13

             Schedule II Valuation and Qualifying Accounts                   11
             Supplementary Notes to Consolidated Financial Statements        12

          All other schedules have been omitted because they are not applicable,
          not required, or the information is included elsewhere in the
          financial statements or notes thereto.

          Separate financial statements of the Registrant have been omitted
          since the Registrant is primarily a holding company and its
          subsidiaries, included in the consolidated financial statements, are
          wholly-owned subsidiaries.

      3.  The Exhibits are listed in the index of exhibits required by Item 601
          of Regulation S-K included at pages 16, 17, and 18, which are
          incorporated herein by reference and made a part hereof.

            (b) No reports on Form 8-K were filed during the three months ended
                September 27, 1997.

            (c) Reference is made to Item 14(a) 3 above.

            (d) Reference is made to Item 14(a) 2 above.




                                       10

<PAGE>








<TABLE>
<CAPTION>

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  For the three years ended September 27, 1997
                                 (in thousands)

                                                          ADDITIONS
                                                  ------------------------
                                   Balance at     Charged to    Charged to                       Balance
                                    Beginning      Costs and         Other                        at End
Description                         Of Period       Expenses      Accounts     Deductions      Of Period
-------------------------          ----------     ----------     ---------     ----------      ---------
<S>                                   <C>              <C>            <C>      <C>              <C>
Reserve for excess and
  obsolete inventory:

Year ended September 27, 1997         $ 1,192          $ 499           -       $(423) (1)       $ 1,270
                                                                                   2  (2)

Year ended September 28, 1996         $ 1,076          $ 499           -       $(376) (1)       $ 1,192
                                                                                  (7) (2)

Year ended September 30, 1995         $ 1,119          $ 402           -       $(425) (1)       $ 1,076
                                                                                  (20)(2)
-------------
<FN>
(1) Represents write-offs less recoveries.
(2) Foreign currency translation adjustment.
</FN>
</TABLE>










                                       11

<PAGE>


                       SUPPLEMENTARY NOTES TO CONSOLIDATED
                              FINANCIAL STATEMENTS



ACCRUED EXPENSES

  Accrued expenses at September 27, 1997, September 28, 1996, and September 30,
1995, consisted of the following:


                                 (in thousands)

                                             1997         1996          1995
                                             ----         ----          ----

       Payroll                             $3,872       $3,014        $3,386

       Pension and profit sharing           2,305        1,828         1,399

       Environmental                          890          800         1,519

       Litigation & related expenses          163          159           936

       Commissions                          1,261          995           780

       Insurance                              277          428           474

       Other                                4,273        4,030         4,015
                                            -----        -----         -----

                                          $13,041      $11,254       $12,509
                                          =======      =======       =======












                                       12

<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                       ON SCHEDULE AND SUPPLEMENTARY NOTES



To Woodhead Industries, Inc.:


     We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of Woodhead Industries, Inc. and
subsidiaries included in the Woodhead Industries, Inc. Annual Report to
Stockholders for the year ended September 27, 1997 incorporated by reference in
this Form 10-K, and have issued our report thereon dated November 11, 1997. Our
audit was made for the purpose of forming an opinion on those statements taken
as a whole. The schedule and supplementary notes included on pages 11 through 12
of this Form 10-K are presented for purposes of complying with the Securities
and Exchange Commission's rules and are not part of the basic financial
statements. This schedule and these notes have been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly state in all material respects the financial data required to be
set forth therein in relation to the basic financial statements taken as a
whole.





                               ARTHUR ANDERSEN LLP



Chicago, Illinois
November 11, 1997













                                       13

<PAGE>


                           INDEMNIFICATION UNDERTAKING

For the purposes of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933 (the "Act"), the
undersigned Registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into Registrant's Registration Statement on Form S-8
No. 333-26379 (filed May 2, 1997):

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.





















                                       14

<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

WOODHEAD INDUSTRIES, INC.


  BY /s/ Robert G. Jennings           BY /s/ Joseph P. Nogal
     Robert G. Jennings                   Joseph P. Nogal
     Vice President, Finance              Treasurer/Controller
     (Chief Financial Officer)            (Principal Accounting Officer)


Date 12/4/97

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by all of the following directors on behalf of the
Registrant and in the capacities and on the dates indicated:


     Signature                         Title                    Date


/s/ C. Mark DeWinter                   Chairman                 12/4/97
C. Mark DeWinter                 President and C.E.O.

/s/ Charles W. Denny                   Director                 12/9/97
Charles W. Denny

/s/Eugene P. Nesbeda                   Director                 12/5/97
Eugene P. Nesbeda

/s/ Sarilee K. Norton                  Director                 12/15/97
Sarilee K. Norton

/s/ Alan L. Shaffer                    Director                 12/11/97
Alan L. Shaffer

/s/ Robert D. Tuttle                   Director                 12/15/97
Robert D. Tuttle

/s/ Richard A. Virzi                   Director                 12/15/97
Richard A. Virzi

                                       15

<PAGE>










EXHIBIT INDEX

Exhibit
Number                        Description                                  Page
-------                       -----------                                  ----

(3)  Articles of incorporation and bylaws

     (a) Certificate of Incorporation including amendments through
         January 22, 1993, are hereby incorporated by reference to
         Exhibit (4)a of Registrant's Form S-8 filed April 22, 1994,
         as Registration #33-77968.

     (b) By-laws of the Company, as amended, for the fiscal year ended
         September 27, 1997, are filed as an exhibit to this report.      19-29


(4) Instruments defining the rights of security holders, including 
    indentures

     (a) Credit Agreement between Registrant and Harris Trust and
         Savings Bank dated October 29, 1993, and amended on October
         31, 1997, providing for a revolving credit line not exceeding
         $15,000,000.

         The above document described in this paragraph (4a) is not filed
         herewith by Registrant, but Registrant undertakes to furnish
         copies thereof to the Securities and Exchange Commission upon
         request.

     (b) The Preferred Stock Purchase Rights Plan adopted April 24,
         1996, as set forth in Exhibit 4 of the Quarterly Report on
         Form 10-Q filed on May 14, 1996, is incorporated herein by
         reference and made a part hereof.


(10)  Material contracts

     (a) The 1981 Incentive Stock Compensation Plan, as amended, as
         set forth in Exhibit 4(b) of Registrant's Form S-8 filed
         September 26, 1988, as Registration #33-24737, is
         incorporated herein by reference and made a part hereof.

     (b) The 1987 Stock Compensation Plan as set forth in Exhibit A of
         Registrant's definitive proxy statement dated December 21,
         1987, for the annual meeting of stockholders held January 22,
         1988, which is incorporated herein by reference and made a
         part hereof.

     (c) The 1990 Stock Awards Plan as set forth in Exhibit A of
         Registrant's definitive proxy statement dated December 19,
         1990 for the annual meeting of stockholders held January 25,
         1991, which is incorporated herein by reference and made a
         part hereof.

                                  16

<PAGE>


                        EXHIBIT INDEX (cont'd.)


Exhibit
Number                        Description                                  Page
-------                       -----------                                  ----
(10) (d) Amendments to: The 1981 Incentive Stock Compensation
         Plan, the 1987 Stock Compensation Plan, and the 1990 Stock
         Awards Plan, all as set forth in Exhibit C of Registrant's
         definitive proxy statement dated December 22., 1993, for the
         annual meeting of stockholders held January 28,1994, which
         are incorporated herein by reference and made a part hereof.

     (e) The 1993 Stock Awards Plan as set forth in Exhibit A of
         Registrant's definitive proxy statement dated December 22,
         1993, for the annual meeting of stockholders held January 28,
         1994, which is incorporated herein by reference and made a
         part hereof.

     (f) The 1996 Stock Awards Plan as set forth in Exhibit A of
         Registrant's definitive proxy statement dated December 20,
         1996, for the annual meeting of stockholders held January 24,
         1997, which is incorporated herein by reference and made a
         part hereof.

     (g) The 1993 Directors Stock Option Plan for non-employee
         Directors as set forth as Exhibit B of Registrant's
         definitive proxy statement dated December 22, 1993 for the
         annual meeting of stockholders held January 28, 1994, which
         is incorporated herein by reference and made a part hereof.

     (h) The Management Incentive Plan effective for fiscal 1997 as
         described on page 17 of the Registrant's definitive proxy
         statement dated December 20, 1996, for the annual meeting of
         stockholders held January 24, 1997, which page is
         incorporated herein by reference and made a part hereof.

     (i) The Plan of Compensation for Outside Directors, as set forth
         in Item (10) of the exhibits to the Form 10-K Annual Report
         for the year ending September 18, 1985, which is incorporated
         herein by reference and is made a part hereof.

     (j) The 1990 Supplemental Executive Retirement Plan ("SERP") as
         set forth on page 15 of Registrant's definitive proxy
         statement dated December 21, 1995, for the annual meeting of
         stockholders held January 26, 1996, which page is
         incorporated herein by reference and made a part hereof.

                                       17

<PAGE>


                             EXHIBIT INDEX (cont'd)

Exhibit
Number                        Description                                  Page
-------                       -----------                                  ----

(10) (k) Severance Agreement as set forth in Item (10) of the
         exhibits to Form l0-K Annual Report for the year ending
         October 1, 1994, which is incorporated herein by reference
         and is made a part hereof, with C. Mark DeWinter dated
         September 7, 1989. Robert G. Jennings, Robert A. Moulton,
         Joseph P. Nogal, Terry L. Spandet, and Robert J. Tortorello
         have substantially identical contracts.

(11)  Statement regarding computation of per share earnings                  30

(13) The following items incorporated by reference herein from the Annual
     Report to Stockholders for the year ended September 27, 1997 (the "1997
     Annual Report"), are filed as Exhibits to this report:

     (a) Information under the footnote entitled "Information about
         the Company's Operations in Different Geographic Areas" set
         forth on Page 29 of the 1997 Annual Report;

     (b) Information under the footnote entitled "Capital Stock" set
         forth on Page 26 of the 1997 Annual Report;

     (c) Information under the section entitled "Financial Profile" set
         forth on Pages 14-15 of the 1997 Annual Report;

     (d) Information under the section entitled "Management's
         Discussion of Operations and Financial Position" set forth on
         Pages 12-l3 of the 1997 Annual Report;

     (e) Report of Independent Public Accountants set forth on Page 11
         of the 1997 Annual Report;

     (f) Consolidated Financial Statements set forth Pages 16-19 of
         the 1997 Annual Report; and

     (g) Notes to Consolidated Financial Statements set forth on Pages
         20-30 of the 1997 Annual Report.

(21)  Subsidiaries of the Registrant                                         31

(23)  Consent of Arthur Andersen LLP                                         32

(27)  Financial Data Schedule for the year ended September 27, 1997, filed 
      as an exhibit to this report.

                                       18

<PAGE>