EXHIBIT 23.2    INFORMATION REGARDING CONSENT OF ARTHUR ANDERSEN LLP



         Section 11(a) of the Securities Act of 1933, as amended (the
"Securities Act"), provides that if part of a registration statement at the
time it becomes effective contains an untrue statement of a material fact, or
omits a material fact required to be stated therein or necessary to make the
statements therein not misleading, any person acquiring a security pursuant to
such registration statement (unless it is proved that at the time of such
acquisition such person knew of such untruth or omission) may assert a claim
against, among others, an accountant who has consented to be named as having
certified any part of the registration statement or as having prepared any
report for use in connection with the registration statement.

         Woodhead Industries, Inc. dismissed Arthur Andersen LLP ("Arthur
Andersen") as its independent auditors, effective May 7, 2002. For additional
information, see the Company's Current Report on Form 8-K dated May 8, 2002.
After reasonable efforts, the Company has been unable to obtain Arthur
Andersen's written consent to the incorporation by reference into the
Company's registration statements (Form S-8 File Nos. 33-40414, 333-36070,
333-26379, 33-77968 and 333-87060) and the related prospectuses (the
"Registration Statements") of Arthur Andersen's audit report with respect to
the Company's consolidated financial statements as of September 29, 2001 and
for the two years in the period then ended. Under these circumstances, Rule
437a under the Securities Act permits the Company to file the Annual Report on
Form 10-K, which is incorporated by reference into the Registration
Statements, without a written consent from Arthur Andersen. As a result, with
respect to transactions in the Company's securities pursuant to the
Registration Statements that occur subsequent to the date this Annual Report
is filed with the Securities and Exchange Commission, Arthur Andersen will not
have any liability under Section 11(a) of the Securities Act for any untrue
statements of a material fact contained in the financial statements audited by
Arthur Andersen or any omissions of a material fact required to be stated
therein and thus no claim could be asserted against Arthur Andersen under
Section 11(a) of the Securities Act.