Mail Stop 6010


      February 22, 2006


Mr. Robert H. Fisher
Chief Financial Officer
Woodhead Industries, Inc.
Three Parkway North, Suite 550
Deerfield, IL 60015

      Re:	Woodhead Industries, Inc.
Form 10-K for the Fiscal Year Ended October 1, 2005
Form 10-Q for the Fiscal Quarter Ended December 31, 2005
		File No. 000-05971

Dear Mr. Fisher:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your October 1, 2005
Form
10-K and December 31, 2005 Form 10-Q in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for the Fiscal Year Ended October 1, 2005

General

1. Please file your response letter to our prior comment letter
dated
February 27, 2003 as correspondence on EDGAR as soon as
practicable.
We do not have any record of receiving it via EDGAR.

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

Results of Operations 2005, 2004 and 2003, page 9

Sales, page 9

2. We note your disclosure that the growth in the Connectivity
segment was due mainly to the success of your growth initiatives
in
North America and improved operating results in North America and
Asia.  We note your disclosure that constant dollar Connectivity
sales declined in Europe, with decreases in the U.K. and Italy
exceeding increases in Germany and France.  We note in the fourth
quarter of fiscal 2005 that sales in North America increased 15.5
percent, sales in Europe decreased 16.9 percent and sales in Asia
decreased 1.6 percent.  Revise your MD&A discussion for all
periods
presented to more fully describe and quantify the underlying
reasons
for increases and decreases in sales in the following statements:

* Revise to explain in detail your "growth initiatives"
implemented
in North America, and provide an explanation of the specific
factors
that led to "improved operating results" and "strong" or "solid"
growth.

* Due to the fact that you record significant amounts of revenue
internationally, revise your discussion to provide a brief
overview
of the internal factors and external (economic, political, etc.)
forces in the individual countries or regions as appropriate which
are driving increases or decreases.

Gross Profit, page 10

3. Revise your MD&A discussion to provide a brief explanation of
the
dollar and percentage change in your costs of sales income
statement
line item for the periods being compared.
4. Please tell us and revise to clearly discuss what you mean by
"that your margin was adversely impacted by higher LIFO" and
quantify
the affect on your cost of sales for the period.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 1. Summary of Accounting Policies, page 26

D. Inventories, page 26

5. Reference is made to your disclosure, "we value our inventories
at
the lower of cost or market value, and adjust their value for
reserves."  This disclosure is confusing.  Please tell us and
revise
to clarify what you mean by "adjusting their value for reserves."
Also, revise to disclose the methodology used by management to
evaluate your inventory for obsolescence.  Refer to the guidance
in
SAB Topic 5BB.

H. Revenue Recognition, page 28

6. We note that you provide for sales incentives, price
adjustments
and other allowances at the time of shipment, based on prior
claims
experience and other quantitative and qualitative factors.  In
this
regard, please revise for the following:
* Disclose the nature of the sales incentives that you grant
* Clarify to us and revise to describe what you mean by price
adjustments and other allowances and how you account for these
items.

Note 6. Goodwill and Other Intangible Assets, page 33

7. We note that you increased goodwill for a purchase price
adjustment in the amount of $2 million in fiscal year 2004.
Revise
to disclose the nature of this adjustment made to the initial
allocation. Refer to paragraph 51(h) of SFAS 141.


Note 16. Contingent Liabilities, page 46

8. We note that you have recorded a reserve of $1.5 million
representing your estimate of investigation and remediation
expenses
to be incurred over the next 13 years in connection with the
remediation of your Michigan site.  You further state that your
cost
estimate continues to be subject to "substantial uncertainty."  In
this regard, tell us and disclose the following:

* Tell us how you have evaluated paragraphs 8 and 9 of SFAS 5.  To
the extent it is at least reasonably possible that loss exceeding
amounts already recognized may have been incurred you should
either
(1) disclose the estimated additional loss, or range of loss, or
(2)
state such an estimate cannot be made.

* If you have determined that such environmental remediation
liability could be significant, provide additional disclosures as
outlined in SAB Topic 5-Y.

Exhibits 31.1 and 31.2

9. We note that the certifications filed as Exhibits 31.1 and 31.2
were not in the proper form. The required certifications must be
in
the exact form prescribed; the wording of the required
certifications
may not be changed in any respect, except for the modifications
temporarily permitted to be made to the fourth paragraph of the
certification pursuant to Part III.E of Release No. 8238.
Accordingly, please file amendments to your Form 10-K for the
fiscal
year ended October 1, 2005 and your Form 10-Q for the fiscal
quarter
ended December 31, 2005 that include the entire filing together
with
the certifications of each of your current CEO and CFO in the form
currently set forth in Item 601(b)(31) of Regulation S-K.

      As appropriate, please amend your October 1, 2005 Form 10-K
and
December 31, 2005 Form 10-Q and respond to these comments within
10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Tom Dyer, Staff Accountant, at (202) 551-
3641
or me at (202) 551-3327 if you have questions.  In this regard, do
not hesitate to call Martin James, Senior Assistant Chief
Accountant,
at (202) 551-3671.


      Sincerely,


      Michele Gohlke
      Branch Chief
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Mr. Robert H. Fisher
Woodhead Industries, Inc.
February 22, 2006
Page 1