FORM 8-A/A


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                     FOR REGISTRATION OF CERTAIN CLASSES OF
               SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


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


Delaware                                               FEIN 36-1982580
(State of Incorporation)                               (IRS Employer
                                                        Identification No.)


2150 E. Lake Cook Road, Suite 400, Buffalo Grove, Illinois         60089
(Address of principal executive offices)                         (Zip Code)



                                 _______________


                                 AMENDMENT NO. 3
                                       to
                                    FORM 8-A


                                 _______________




Item 1.   Description of Registrant's Securities to be Registered.

          Item 1 of the Registrant's Registration Statement on Form 8-A, filed
on May 23, 1986, as amended by Amendment No. 1 to the Form 8-A filed on Form 8
on August 10, 1990, relating to the Registrant's common stock purchase rights,
is hereby amended by replacing the first paragraph of Item 1 in its entirety
with the following paragraph as set forth below:

          "On May 17, 1986, the Board of Directors of Woodhead Industries,
     Inc. (the "Company") declared a dividend distribution of one Right for
     each outstanding share of common stock, par value $1.00 per share (the
     "Common Stock"), of the Company to stockholders of record at the close
     of business on May 29, 1986 (the "Record Date").  Initially, each
     Right entitled the registered holder to purchase from the Company one
     share of Common Stock at a price of $40 per share subject to
     adjustment.  On January 22, 1993, the Company declared a 100% Common
     Stock dividend to be paid March 1, 1993 to holders of record February
     12, 1993.  On April 26, 1995 the Company declared a 50% Common Stock
     dividend to be paid May 22, 1995 to holders of record May 8, 1995.
     Accordingly, pursuant to the Rights Agreement (as defined below),
     effective March 1, 1993, the purchase price for one share of Common
     Stock for each Right was reduced to $20 per share and effective May
     22, 1995 it was again reduced to $13.33 per share (the "Purchase
     Price").  The Purchase Price shall be paid, at the option of the
     holder, in cash or shares of Common Stock having a value at the time
     of exercise equal to the Purchase Price.  The description and terms of
     the Rights are set forth in a Rights Agreement (the "Rights
     Agreement") between the Company and Harris Trust and Savings Bank, as
     Rights Agent.

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                                    SIGNATURE


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              WOODHEAD INDUSTRIES, INC.


                              By:   /s/ Alan Reed
                                 ------------------------
                                 Name:  Alan Reed
                                 Title: Chairman

Dated:  April 27, 1995

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