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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended     04/02/2005    

OR

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

For the transition period from __________________ to __________________

Commission File Number     0-5971    

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

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

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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)
Yes     X       No            .

The number of common shares outstanding as of April 28, 2005 was 12,229,424.

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TABLE OF CONTENTS

Part I - FINANCIAL INFORMATION

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Part I – FINANCIAL INFORMATION
Item 1 – Financial Statements

Woodhead Industries, Inc.
Consolidated Balance Sheets
As of April 2, 2005 and October 2, 2004
(Amounts in Thousands)

The accompanying notes are an integral part of these statements.

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Woodhead Industries, Inc.
Consolidated Statements of Income
For the Three and Six Months ended April 2, 2005 and March 27, 2004
(Amounts in Thousands, except per share data, unaudited)

The accompanying notes are an integral part of these statements.

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Woodhead Industries, Inc.
Consolidated Statements of Cash Flows
For the Six Months ended April 2, 2005 and March 27, 2004
(Amounts in Thousands, unaudited)

The accompanying notes are an integral part of these statements.

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Woodhead Industries, Inc.
Consolidated Statements of Comprehensive Income
For the Three and Six Months ended April 2, 2005 and March 27, 2004
(Amounts in Thousands, unaudited)

The accompanying notes are an integral part of these statements.

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Woodhead Industries, Inc.
Notes to Financial Statements
(Amounts in Thousands, except per share data, unaudited)

Our consolidated financial statements include the accounts of all our wholly owned subsidiaries, including those operating outside the United States. All material intercompany transactions have been eliminated in consolidation. We prepare our financial statements in conformity with United States Generally Accepted Accounting Principles. In preparing the financial statements, we must use some estimates and assumptions that may affect reported amounts and disclosures. Among others, we use estimates when accounting for depreciation, amortization, employee benefits, asset valuation allowances, and loss contingencies. We are also subject to risks and uncertainties that may cause actual results to differ from those estimates. Interim results are not necessarily indicative of results for a full year. Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

The accompanying unaudited, consolidated financial statements have been prepared pursuant to rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and footnote disclosures normally included in audited financial statements. In the opinion of management, all normal and necessary adjustments have been made to ensure a fair statement of the results for the interim period.

The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Financial Statements and Notes thereto included in the Woodhead Industries, Inc. 2004 Form 10-K.

In December 2004, the Financial Accounting Standards Board (FASB) issued the revised SFAS No. 123, Share-Based Payment (SFAS No. 123(R)). SFAS No. 123(R) requires compensation costs related to share-based payment transactions to be recognized in the financial statements. Generally, compensation cost will be measured based on the grant-date fair value of the equity or liability instrument issued. In addition, liability awards will be remeasured each reporting period. Compensation cost will be recognized over the requisite service period, generally as the award vests. We are required to adopt SFAS No. 123(R) in the first quarter of fiscal 2006. SFAS No. 123(R) applies to all awards granted after June 30, 2005 and to previously granted awards unvested as of the adoption date. We continue to evaluate the effect of SFAS No. 123(R) on our financial statements and the related disclosures that will be required.

In January 2003 we adopted SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which generally requires that a liability for costs associated with an exit or disposal activity be expensed as incurred. Exit costs primarily consist of future minimum lease payments on vacated facilities, facility closure costs and facility consolidation costs. Employee separation costs consist primarily of severance costs. At each reporting date, we evaluate our accruals for exit costs and employee separation costs to ensure that the accruals are still appropriate. In certain circumstances, accruals are no longer required because of efficiencies in carrying out the plans or because employees previously identified for separation resigned unexpectedly and did not receive severance or were redeployed due to circumstances not foreseen when the original plans were initiated. For the quarter ending April 2, 2005 our expanded disclosure regarding restructuring and other related charges is included in Footnote No. 9.

In January 2003 the FASB issued FASB Interpretation No. 46 (“FIN 46”), Consolidation of Variable Interest Entities, which requires certain variable interest entities to be consolidated by the primary beneficiary of the entity if the equity investors in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46 was effective immediately for all new variable interest entities created or acquired after January 31, 2003. We do not have any variable interest entities that require consolidation under FIN 46.

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In December 2003 the FASB issued SFAS No. 132(R). This statement revises employers’ disclosures about pension plans and other post retirement benefit plans. SFAS No. 132(R) generally does not change the measurement or recognition standards for how employers account for pension and other post retirement benefits under SFAS No. 87, Employers’ Accounting for Pensions and SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions. SFAS No. 132(R) retains the disclosure requirements contained in original SFAS No. 132, Employers’ Disclosures about Pensions and Other Postretirement Benefits, which it replaces. SFAS No. 132(R) now requires additional disclosures to those in the original SFAS No. 132 about assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. For the quarter ending April 2, 2005 our additional disclosure is included in Footnote No. 11.

Inventories at the balance sheet dates were comprised of the following:

There was a $0.1 million LIFO benefit on net income for the six months ended April 2, 2005 compared to a $0.2 million benefit for the six months ended March 27, 2004. Had we used the FIFO method for all inventories, net income would have been $0.1 million lower for the six months ended April 2, 2005.