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 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
 incorporation or organization)                      Identification Number)


    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. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of December 13, 2002 was $120,684,901. The number of common
shares outstanding as of December 13, 2002 was 11,890,138


                      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>


                               TABLE OF CONTENTS

PART I

ITEM 1.   BUSINESS                                                           2

  GENERAL                                                                    2
  BUSINESS SEGMENTS                                                          2
  PRODUCTS                                                                   2
  DISTRIBUTION                                                               2
  RAW MATERIALS                                                              3
  PATENTS AND INTELLECTUAL PROPERTY RIGHTS                                   3
  CUSTOMERS                                                                  3
  BACKLOG                                                                    3
  COMPETITION                                                                3
  INTERNATIONAL OPERATIONS                                                   3
  RESEARCH & DEVELOPMENT                                                     3
  ENVIRONMENTAL MATTERS                                                      3
  EMPLOYEES                                                                  4
  FORWARD-LOOKING STATEMENTS                                                 4

ITEM 2.   PROPERTIES                                                         5

ITEM 3.   LEGAL PROCEEDINGS                                                  6

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                6


PART II

ITEM 5.   MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS                                                            6

ITEM 6.   SELECTED FINANCIAL DATA                                            6

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS                                          6

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK          6

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                        6

ITEM 9.   CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE                                           7

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                  7

ITEM 11. EXECUTIVE COMPENSATION                                              8

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT                                                      8

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      9

ITEM 14. CONTROLS AND PROCEDURES                                             9

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K     9
  15 (a) (1) FINANCIAL STATEMENTS                                            9
  15 (a) (2) FINANCIAL STATEMENT SCHEDULES                                  10
  15 (a) (3) EXHIBITS                                                       10
  15 (b) REPORTS ON FORM 8-K                                                12

SIGNATURES                                                                  13

CERTIFICATE PURSUANT TO SECTION 302-PHILIPPE LEMAITRE                       14

CERTIFICATE PURSUANT TO SECTION 302-ROBERT H. FISHER                        15


<PAGE>






                                    PART I

ITEM 1.   BUSINESS

GENERAL

Woodhead Industries, Inc. (the Company, which may be referred to as "we",
"us", or "our") is an integrated group of companies in two business segments
serving a diverse group of customers and industries worldwide. We develop,
manufacture, and market electronic and industrial communications products,
primarily serving the global automation and control market with connectivity
solutions and specialty electrical products.

Note that throughout this 2002 10-K report, we "incorporate by reference"
certain information in parts of other documents filed with the Securities and
Exchange Commission (SEC). The SEC allows us to disclose important information
by referring to it in that manner. Please refer to such information.

BUSINESS SEGMENTS

See Note 13: Segment Information and Geographic Data on pages 39 and 40 of our
2002 Annual Report. This discussion is incorporated by reference.


PRODUCTS

We develop, manufacture and market electronic and industrial communications
products, primarily serving the global automation and control markets with
connectivity solutions and specialty electrical products. Through our
Industrial Communications and Connectivity Segment (Connectivity Segment, or
Connectivity) we provide the industrial automation industry with a single,
worldwide source for industrial communications and connectivity solutions. Our
product lines, comprising six industry-leading brands, SST(TM), Brad
Harrison(R), mPm(TM), RJ-Lnxx(R), applicom(R), and NetAlert(TM) make us the
premier supplier of application-specific connectivity solutions.

Our Electrical Safety & Specialty Segment (Electrical Segment, or Electrical)
manufactures highly customized products to support enhanced safety and
productivity on the factory floor.

Our homepage on the Internet is at www.Woodhead.com. You can learn more about
us by visiting that site.

DISTRIBUTION

We sell our products to stocking distributors, original equipment
manufacturers (OEM) and system integrators. Our direct sales force, as well as
manufacturers' agencies, service our customers and promote our products to
end-customers.

RAW MATERIALS

Parts and materials for our products are readily available from a variety of
suppliers. It has been our practice to develop more than one source of supply
for critical items.

PATENTS AND INTELLECTUAL PROPERTY RIGHTS

We hold patents, trademarks and licensing agreements on certain of our
products. We believe these trademarks and patents are valuable but not
essential to the future growth of our businesses.

CUSTOMERS

We sell our products to a broad customer base. No single customer accounted
for ten percent or more of our sales revenue.

BACKLOG

The backlog of unfilled orders stood at $14.3 million, $13.8 million, and
$19.2 million at the end of 2002, 2001, and 2000, respectively. Connectivity
backlog decreased four percent when compared to 2001. This reduction was more
than offset by the increase in backlog in Electrical and was the result of a
large government order received in the third quarter of 2002 and only
partially shipped by the end of fiscal year 2002.

COMPETITION

Similar products of the type sold by us are also available from competitors.
We believe delivery time, as well as quality and customer service are
important to our success. Our ability to manufacture high-quality products,
that serve specialized needs, as well as our multiple channels of distribution
differentiate us from the competition.

INTERNATIONAL OPERATIONS

A significant portion of our business is from outside the United States. The
international operations are conducted through our subsidiaries who sell and
manufacture products from both of our business segments. Fluctuations in
foreign currency exchange rates can impact our results of operations and
financial condition. Since much of our international manufacturing costs and
operating expenses are also incurred in local currencies, the impact of
exchange rates on reported net income is partially mitigated. See Note 13:
Segment Information and Geographic Data on pages 39 and 40 of our 2002 Annual
Report. This discussion is incorporated by reference.

RESEARCH & DEVELOPMENT

See Note 12: Research and Development on page 39 of our 2002 Annual Report.
This discussion is incorporated by reference.

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 the environmental exposure,
see Note 16: Contingent Liabilities on page 44 our 2002 Annual Report. This
discussion is incorporated by reference.

EMPLOYEES

At the end of fiscal year 2002, we had 1,490 full-time employees.

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
annual 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, and competition.

International-based revenues and substantial international assets result in
our exposure to currency exchange rate fluctuations. We continuously evaluate
the economic and operational impact of all foreign currency, including its
impact on competition, pricing, and foreign currency exchange risks. There is
no guarantee, however, that all problems have been foreseen, or that no
material disruption will occur in our business.

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.

ITEM 2. PROPERTIES

We own facilities in the following locations:

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------
              Location                  Land owned     Floor Area          Business Segment
----------------------------------------------------------------------------------------------------------

<S>                                     <C>          <C>                 <C>
Juarez, Mexico                          16.5 acres   229,000 sq. ft.     Connectivity and Electrical
Northbrook, Illinois                     4.7 acres   125,000 sq. ft.     Connectivity and Electrical
Kalamazoo, Michigan                     39.1 acres   116,000 sq. ft.     Electrical
Franklin, Massachusetts                  6.6 acres    60,000 sq. ft.     Connectivity
El Paso, Texas                           5.0 acres    50,000 sq. ft.     Connectivity and Electrical
Ebbw Vale, UK                            4.5 acres    42,000 sq. ft.     Connectivity
Belvidere, Illinois                      3.5 acres    36,000 sq. ft.     Electrical
Barneveld, Holland                       1.3 acres    30,000 sq. ft.     Electrical
Bretten, Germany                         1.4 acres    27,000 sq. ft.     Connectivity
Cusano Milano, Italy                     0.1 acres    18,000 sq. ft.     Connectivity
Caudebec-les-Elbeuf, France              0.2 acres     6,000 sq. ft.     Connectivity

</TABLE>

We own all of the above properties in fee, except the land in Ebbw Vale, UK,
which is held under a lease expiring in 2105, and the land in Bretten,
Germany, which is held under a lease expiring in 2046.

We lease the following properties for use in our operations. In addition to
rent, the leases require us to pay directly for taxes, insurance, maintenance
and other operating expenses or to pay higher rent when operating expenses
increase.

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------
              Location                      Floor Area         Business Segment
------------------------------------------------------------------------------------------

<S>                                         <C>                <C>
Waterloo, Canada                            60,000 sq. ft.     Connectivity
Mississauga, Canada                         20,000 sq. ft.     Connectivity
Paderno, Italy                              18,300 sq. ft.     Connectivity
Deerfield, Illinois                         11,600 sq. ft.     Corporate Headquarters
Grand Rapids, Michigan                      10,500 sq. ft.     Electrical
Lagny-Sur-Marne, France                      6,500 sq. ft.     Connectivity
Genoa, Italy                                 3,300 sq. ft.     Connectivity
Toh Tuck, Singapore                          3,000 sq. ft.     Connectivity
Caudebec-les-Elbeuf, France                  2,000 sq. ft.     Connectivity
Leinfelden, Germany                          1,000 sq. ft.     Connectivity
Yokohama, Japan                                900 sq. ft.     Connectivity
Shanghai, China                                500 sq. ft.     Connectivity
Nagoya, Japan                                  300 sq. ft.     Connectivity
</TABLE>


Our new 120,000 square foot plant in Juarez, Mexico was completed in 2002. Our
two Juarez plants are manufacturing resources for all our North American
subsidiaries. With the addition of this new facility, we believe there is
sufficient capacity available to cover our needs through at least fiscal year
2003.


ITEM 3. LEGAL PROCEEDINGS

See Note 16: Contingent Liabilities on page 44 our 2002 Annual Report. This
discussion is incorporated by reference.


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

During the fourth quarter of fiscal year 2002, which ended on September 28,
2002, there were no matters submitted to a vote of security holders either
through solicitation of proxies or otherwise.


                                    PART II

ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

See Note 19: Summary of Quarterly Data on page 45 of our 2002 Annual Report.
This discussion is incorporated by reference.


ITEM 6. SELECTED FINANCIAL DATA

Historical financial information is incorporated by reference to the
"FINANCIAL PROFILE" on page 24 of our 2002 Annual Report.


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

Information required by this item is incorporated by reference to
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" on pages 25 through 28 of our 2002 Annual Report.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See Note 2: Financial Instruments on pages 34 and 35 of our 2002 Annual
Report. This discussion is incorporated by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item is incorporated by reference to the "Report
of Independent Public Accountants" on page 23, and to the consolidated
financial statements and notes to financial statements on pages 29 through 45
of our 2002 Annual Report.

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

Information required by this item is incorporated by reference to our current
report on Form 8-K, which we filed on May 8, 2002 confirming the dismissal of
Arthur Andersen LLP as our independent auditor and confirming the engagement
of Ernst & Young LLP as our independent auditor.


                                   PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information about our Directors is incorporated by reference to the discussion
under Item 1, "Nominees and Continuing Directors" on pages 1 through 5 of our
Proxy Statement for the 2003 Annual Meeting of Stockholders. Our Executive
Officers are:

<TABLE>
<CAPTION>

Name                           Age    Position                                                  Position held since
--------------------------------------------------------------------------------------------------------------------

<S>                             <C>   <C>                                                               <C>
Philippe Lemaitre               53    President and Chief Executive Officer                            January 2001

Robert H. Fisher                54    Vice President of Finance, Chief Financial Officer              December 2000

Robert A. Moulton               53    Vice President, Human Resources                                      May 1987

Joseph P. Nogal                 47    Vice President, Treasurer/Controller and Assistant               January 1999
                                      Secretary

Robert J. Tortorello            53    Vice President, General Counsel and Secretary                    January 1991

</TABLE>

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 Stockholders will be held on January
24, 2003.

Information concerning Mr. Lemaitre is incorporated by reference to the
discussion under Item 1, "Nominees and Continuing Directors" on pages 2 and 3
of our Proxy Statement for the 2003 Annual Meeting of Stockholders.

Mr. Robert H. Fisher joined Woodhead in December 2000 as Vice President,
Finance and Chief Financial Officer. He previously served as Executive Vice
President of Finance for Rockwell International's Electronic Commerce group
from 1998 to 2000. Before that he was Vice President of Finance for US
Robotics/3 Com's Personal Communication business, and Vice
President/Controller for Zenith Electronics Corporation.

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

Mr. Joseph P. Nogal became Woodhead's Treasurer/Controller in January 1991. He
was elected Assistant Secretary in July 1993, and was elected Vice President,
Treasurer/Controller in January 1999. He previously served as Controller at
Woodhead Canada Limited.

Mr. Robert J. Tortorello became our General Counsel and Secretary in June
1987. He was elected Corporate Vice President in January 1991. He previously
served as Assistant Vice President and Assistant to the Chairman at Beatrice
Companies, Inc. from 1986 to 1987.


ITEM 11. EXECUTIVE COMPENSATION

Information about executive compensation is incorporated by reference to the
discussion under the heading "Executive Compensation" beginning on page 9 of
our Proxy Statement for the 2003 Annual Meeting of Stockholders.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information about security ownership of certain beneficial owners and
management is incorporated by reference to the discussion under the heading
"Stock Ownership of Management and Certain Beneficial Owners" on pages 6 and 7
of our Proxy Statement for the 2003 Annual Meeting of Stockholders.

We may grant stock options to directors, officers and key employees, under our
stock option plans at a price not less than the market value at the date of
grant. See Note 9 (B) Capital Stock - Stock Option Plans on page 37 and 38 of
our 2002 Annual Report. This discussion is incorporated by reference. The
following table summarizes the availability of options in total and available
options to be exercised:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------
                                     (a)                      (b)                          (c)
---------------------------------------------------------------------------------------------------------------
                         Number of securities to be Weighted-average        Number of securities remaining
                         issued upon exercise of    exercise price of       available for future issuance
                         outstanding options,       outstanding options,    under equity compensation plans
                         warrants and rights        warrants and rights     (excluding securities reflected
                                                                            in column (a)
---------------------------------------------------------------------------------------------------------------
<S>                               <C>                        <C>                        <C>
Equity compensation               1,267,167                  15.29                      1,484,400
plans approved by
security holders
---------------------------------------------------------------------------------------------------------------
Equity compensation
plans not approved by                 -                        -                            -
security holders
---------------------------------------------------------------------------------------------------------------
Total                             1,267,167                  15.29                      1,484,400
---------------------------------------------------------------------------------------------------------------

</TABLE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information about certain relationships and related transactions is
incorporated by reference to the discussion under the heading "Certain
Relationships and Related Transactions" on pages 7 and 8 of our Proxy
Statement for the 2003 Annual Meeting of Stockholders.


ITEM 14. 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.


                                    PART IV

Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

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                       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

15(a)(2) FINANCIAL STATEMENT SCHEDULES

Schedules are omitted because they are not required or the information is
given elsewhere in the financial statements or related notes.

15(a)(3) EXHIBITS

These exhibits are available upon request. Requests should be directed to Mr.
Robert J. Tortorello, Secretary, Woodhead Industries, Inc., Three Parkway
North, Suite 550, Deerfield, Illinois, 60015.

     3(i)  Articles of Incorporation

           Our Certificate of Incorporation including amendments through
           January 22, 1993 is incorporated by reference to Exhibit (4) a of
           our Form S-8 report filed on April 22, 1994, as Registration
           #33-77968.

     3(ii) By-laws

           Our By-laws, as amended, are incorporated by reference to Exhibit
           (3) b of our Form 10-K report for the year ended September 27,
           1997.

     4     Instruments defining the rights of security holders, including
           indentures

     a     Our Preferred Stock Purchase Rights Plan adopted April 24, 1996, is
           incorporated by reference to Exhibit 4 of our Form 10-Q report for
           the period ended March 30, 1996.

     b     A Credit Agreement between the Registrant and Harris Trust and
           Savings Bank dated October 29, 1993, including the first through
           eighth amendments thereto filed with the Securities and Exchange
           Commission as Exhibit 4(b) to our Annual Report on Form 10-K for
           the fiscal year ended September 28, 2002.

     c     Form of the 6.64% Note Purchase Agreement between the Registrant's
           consolidated subsidiary, Woodhead Finance Company, and private
           investors dated September 28, 1998, and related Form of Note and
           Guaranty Agreement, filed with the Securities and Exchange
           Commission as Exhibit 4(c) to our Annual Report on Form 10-K for
           the fiscal year ended September 28, 2002.

     d     The 6.81% Note Purchase Agreement between the Registrant and
           private investors dated September 28, 1998 in the amount of
           $15,000,000, maturing in 2013.

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

     10    Material Contracts

       a   The 1990 Stock Awards Plan, as amended, is incorporated by
           reference to Exhibit (10) (c) of our Form 10-K report for the year
           ended October 2, 1999.

       b   The 1993 Stock Awards Plan, as amended, is incorporated by
           reference to Exhibit (10) (d) of our Form 10-K report for the year
           ended October 2, 1999.

       c   The 1996 Stock Awards Plan, as amended, is incorporated by
           reference to Exhibit (10) (e) of our Form 10-K report for the year
           ended October 2, 1999.

       d   The 1999 Stock Awards Plan is incorporated by reference to Exhibit
           A of our Proxy Statement for the 2000 Annual Meeting of
           Stockholders.

       e   The 2001 Stock Awards Plan is incorporated by reference to Exhibit
           A of our Proxy Statement for the 2002 Annual Meeting of
           Stockholders.

       f   The Management Incentive Plan effective for fiscal 2002, is
           incorporated by reference to page 18 of our Proxy Statement for the
           2003 Annual Meeting of Stockholders.

       g   The Plan of Compensation for Outside Directors, is incorporated by
           reference to Exhibit (10) of our Form 10-K report for the year
           ended September 28, 1985.

       h   The 1990 Supplemental Executive Retirement Plan is incorporated by
           reference to page 17 of our Proxy Statement for the 2003 Annual
           Meeting of Stockholders.

       i   The Severance Agreement between Mr. Philippe Lemaitre and Woodhead
           is incorporated by reference to Exhibit 10(i) of our 10-K report
           for the year ended September 29, 2001. All other executive officers
           have substantially identical contracts.

     11    The statement regarding per share earnings is incorporated by
           reference to Note 11: Earnings per share on page 39 of our 2002
           Annual Report to Stockholders.

     13    The following information is included in our 2002 Annual Report to
           Stockholders:

               a)   Reports of Independent Public Accountants on page 23

               b)   Segment Information on page 39-40

               c)   Geographic Data on page 40

               d)   Consolidated Financial Statements on pages 29 through 32

               e)   Notes to Financial Statements on pages 33 through 45

               f)   Financial Profile on page 24

               g)   Management's Discussion of Financial Condition and Results
                    of Operations on pages 25 through 28

     21    Subsidiaries of the Company.

     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).


15(b) REPORTS ON FORM 8-K

We did not file a report on Form 8-K during the fourth quarter of fiscal year
2002.


<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: December 20, 2002

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             12-20-02
------------------------
Charles W. Denny


/s/ Philippe Lemaitre               President and C.E.O.              12-20-02
------------------------
Philippe Lemaitre


/s/ Ann F. Hackett                  Director                          12-20-02
------------------------
Ann F. Hackett


/s/ Linda Y. C. Lim                 Director                          12-20-02
------------------------
Linda Y. C. Lim, Ph.D.


/s/ Eugene P. Nesbeda               Director                         12-20-02
------------------------
Eugene P. Nesbeda


/s/ Sarilee K. Norton               Director                         12-20-02
------------------------
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 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.                 12-20-02
----------------------
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 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            12-20-02
------------------------
Robert H. Fisher               Chief Financial Officer