8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



                                   MAY 8, 2002
                                   -----------
                Date of Report (Date of earliest event reported)



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



       DELAWARE               0-5971                     36-1982580
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    (State or other   (Commission File Number)         (I.R.S Employer
    Jurisdiction of                                    Identification
    Incorporation)                                        Number)

                 3 Parkway North, Suite 550, Deerfield, IL 60035
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              (Address of principal executive offices) (Zip Code)


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



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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


         On May 7, 2002, the Board of Directors of Woodhead Industries, Inc.
("Woodhead") adopted the recommendation of its Audit Committee that Arthur
Andersen LLP ("Andersen") be dismissed as Woodhead's auditors. Ernst & Young has
been named as Woodhead's new auditor.

        Andersen's reports on Woodhead's consolidated financial statements for
the years ended September 29, 2001 and September 30, 2000 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.

       During the years ended September 29, 2001 and September 30, 2000 and
through the date hereof, there were no disagreements with Andersen on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to Andersen's satisfaction,
would have caused Andersen to make reference to the subject matter in connection
with its report on Woodhead's consolidated financial statements for such years;
and there were no reportable events as defined in Item 304(a)(1)(v) of
Regulation S-K.

        Woodhead has provided Andersen with a copy of the foregoing statements.
Attached, as Exhibit 16, is a copy of Andersen's letter, dated May 8, 2002,
stating its agreement with such statements.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.


    (c) Exhibits.


Exhibit Number

16          Letter regarding change in certifying accountant










SIGNATURE




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
person below.



WOODHEAD INDUSTRIES, INC.

Date: May 8, 2002



BY: /s/ Robert H. Fisher
Robert H. Fisher
Vice President, Finance and C.F.O.
(Principal Financial Officer)

EX-16

Exhibit 16



May 8, 2002

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

We have read the second and third paragraphs of Item 4 included in the Form 8-K
dated May 8, 2002 of Woodhead Industries, Inc. filed with the Securities and
Exchange Commission and are in agreement with the statements contained therein.

Very truly yours,



Arthur Andersen LLP

cc: Mr. Robert Fisher, Vice President, Finance and
         Chief Financial Officer, Woodhead Industries, Inc.