As filed with the Securities and Exchange Commission on May 2, 2000
                                                     Registration No. 33-_______
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                   -----------

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



         DELAWARE                                        36-1982580
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                         Three Parkway North, Suite 550
                            Deerfield, Illinois 60015
           (Address of Principal Executive Offices including Zip Code)


                            WOODHEAD INDUSTRIES, INC.
                             1999 Stock Awards Plan
                            (full title of the Plan)


                           ROBERT J. TORTORELLO, Esq.
             Vice President, General Counsel and Corporate Secretary
                            Woodhead Industries, Inc.
                         Three Parkway North, Suite 550
                            Deerfield, Illinois 60015
                     (Name and address of agent for service)

                                 (847) 236-9300
          (Telephone number, including area code, of agent for service)

________________________________________________________________________________
Exhibit index appears on p. 9.       Page one of 23 sequentially numbered pages.


<PAGE>



================================================================================
                         CALCULATION OF REGISTRATION FEE
================================================================================
                                     Proposed       Proposed
Title of                             Maximum        Maximum
Securities           Amount          Offering       Aggregate       Amount of
to be                to be           Price Per      Offering        Registration
Registered           Registered (1)  Share (1)(2)   Price (1)(2)    Fee (2)
--------------------------------------------------------------------------------
Common Stock,          550,000       $16.69         $9,020,186      $2,382
par value
$1.00
per share


(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), the Registration Statement also includes an indeterminable
number of additional shares of Common Stock as may become issuable pursuant to
the antidilution provisions of the 1999 Stock Awards Plan (the Plan).

(2) The registration fee is calculated on the basis of the total number of
shares of Common Stock with respect to which options and awards may be granted
under the Plan, subject to the antidilution provisions of such Plan. Except for
37,400 and 5,000 shares of Common Stock with respect to which options (or
awards) have already been granted at $12.33 and $17.44 per share, respectively,
the shares of Common Stock are to be offered at prices not presently
determinable. Pursuant to Rules 457(c) and (h), the offering price of shares of
Common Stock with respect to which options and awards may be granted is
estimated solely for the purpose of determining the registration fee and is
$16.69 per share, which is the average of the high and low prices of a share of
Common Stock on the National Association of Securities Dealers Automated
Quotation System on April 27, 2000.



                                                                          Page 2

<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.*
         ----------------

Item 2.  Registrant Information and Employee Plan Annual Information.*
         -----------------------------------------------------------

         *Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act and the Introductory Note to Part I of Form S-8.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by Woodhead Industries, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 2, 1999, which was filed with the Commission on December 23, 1999.

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
January 1, 2000, which was filed with the Commission on February 14, 2000.

         (c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above.

         (d) The description of the Company's Common Stock included in the
Company's registration statements filed pursuant to Section 12 of the Exchange
Act, including any amendment or reports filed for the purpose of updating such
description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14, and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,


                                                                          Page 3

<PAGE>


to constitute a part of this registration statement.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Robert J. Tortorello, Esq., Vice President, General Counsel and
Secretary of the Company has passed upon certain legal matters with respect to
the shares of Common Stock offered hereby. Mr. Tortorello owns 26,688 shares of
Common Stock and stock options covering the purchase of a total of 70,000 shares
of Common Stock.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Company has the power to indemnify its directors, officers,
employees and agents against liability for certain acts pursuant to Section 145
of the Delaware General Corporation Law. Pursuant to its By-laws, the Company
may indemnify a director, officer, employee or agent for liabilities reasonably
incurred resulting from any pending, threatened or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, arising
out of such person's position with the Company. In addition, Article VIII of the
Company's Certificate of Incorporation, as amended, provides that the Company's
directors do not have personal liability to the Company or its stockholders,
subject to certain exceptions, for monetary damages for any breach of their
fiduciary duty as directors.

         In addition, the Company maintains liability insurance coverage for
directors and officers, including, without limitation, coverage applicable in
certain situations where the Company cannot pursuant to the General Corporation
Law of Delaware directly indemnify such directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits.
         --------

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.



                                                                          Page 4
<PAGE>


Item 9.  Undertakings.
         ------------

         The undersigned registrant hereby undertakes:

         (a)      (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement;

                           (i) To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;
                           and

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in the
                           registration statement; provided, however, that
                           paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
                           the information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed with or furnished
                           to the Commission by the Company pursuant to Section
                           13 or 15(d) of the Exchange Act that are incorporated
                           by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial BONA
                  FIDE offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) That, for purposes of determining any liability under the
         Securities Act, each filing of the registrant's annual report pursuant
         to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Exchange Act) that is incorporated by reference in
         the registration statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial BONA
         FIDE offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the registrant pursuant to the



                                                                          Page 5
<PAGE>

         foregoing provisions, or otherwise, the registrant has been advised
         that in the opinion of the Commission such indemnification is against
         public policy as expressed in the Securities Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Securities Act and will be governed by the
         final adjudication of such issue.












                                                                          Page 6
<PAGE>


                                   SIGNATURES

         The Registrant, pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Deerfield, and the State of Illinois, on this 1st day
of May, 2000.

                                 WOODHEAD INDUSTRIES, INC.
                                 (Registrant)



                                 By   /s/  C. Mark DeWinter
                                      ---------------------
                                     C. Mark DeWinter,
                                     Chief Executive Officer


                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints C. Mark DeWinter and Robert G.
Jennings, or either of them, his or her true and lawful attorneys-in-fact and
agents to do any and all acts and things and execute any and all instruments
which said attorneys-in-fact and agents, or any of them, may deem necessary or
advisable giving and granting unto said attorneys full power and authority to do
and perform such actions as fully as he or she might have or could do if
personally present and executing any of said documents to enable said Woodhead
Industries, Inc. to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of shares of common stock of
said Woodhead Industries, Inc. including specifically, but without limitation
thereof, full power and authority to sign his or her name as a director and(or)
officer of said Woodhead Industries, Inc. to a registration statement on Form
S-8 covering such shares and to any amendments to said registration statement
covering such shares hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, shall do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated above.


    /s/  C. Mark DeWinter                 Chairman and Chief Executive
    -------------------------------       Officer; Director (Principal
   C. Mark DeWinter                       Executive Officer)


   /s/  Philippe Lemaitre                 President and Chief Operating
   --------------------------------       Officer; Director
   Philippe Lemaitre




                                                                          Page 7
<PAGE>


   /s/  Robert G.Jennings                 Vice President, Finance and Chief
   ----------------------------------     Financial Officer (Principal Financial
   Robert G. Jennings                     Officer)


  /s/  Joseph P. Nogal                    Vice President, Treasurer and
   ----------------------------------     Controller
   Joseph P. Nogal                        (Principal Accounting Officer)


/s/                                       Director
   ----------------------------------
   Daniel T. Carroll


/s/                                       Director
   ----------------------------------
   Charles W. Denny


/s/                                       Director
   ----------------------------------
   Ann F. Hackett


/s/                                       Director
   ----------------------------------
   Linda Y. C. Lim, Ph. D.


/s/                                       Director
   ----------------------------------
   Dale A. Miller


/s/                                       Director
   ----------------------------------
   Eugene P. Nesbeda


/s/                                       Director
   ----------------------------------
   Sarilee K. Norton


/s/                                       Director
   ----------------------------------
   Alan L. Shaffer





                                                                          Page 8


<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number                                                                      Page
------                                                                      ----

4(a)      Certificate of Incorporation of Woodhead Industries, Inc.,
          including amendments through January 22, 1993, (incorporated
          herein by reference to Exhibit 4(a) of Registrant's Form S-8
          filed April 22, 1994, as
          Registration #33-77968).                                          N/A

4(b)      By-Laws of Woodhead Industries, Inc., including
          amendments through June 10, 1997.                                  10

4(c)      1999 Stock Awards Plan (incorporated herein by reference
          to Exhibit A to definitive Proxy Statement dated
          December 17, 1999 for 2000 Annual Meeting of
          Stockholders, file No. 000-05971)                                 N/A

5         Opinion of Robert J. Tortorello, Esq.                              22

23(a)     Consent of Independent Public Accountants                          23
23(b)     Consent of Robert J. Tortorello, Esq.
          (Included as part of Exhibit 5)                                   N/A

24        Powers of Attorney (Included on Signature Page)                   N/A




                                                                          Page 9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19550}]
{"company-data": {"conformed-name": "WOODHEAD INDUSTRIES INC", "cik": "0000108215", "assigned-sic": "3640", "irs-number": "361982580", "state-of-incorporation": "DE", "fiscal-year-end": "0927"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36070", "film-number": "616622"}, "business-address": {"street1": "THREE PKWY NORTH", "street2": "STE 550", "city": "DEERFIELD", "state": "IL", "zip": "60015", "phone": "8472369300"}, "mail-address": {"street1": "THREE PWKY NORTH", "street2": "STE 550", "city": "DEERFIELD", "state": "IL", "zip": "60015"}, "former-company": {"former-conformed-name": "WOODHEAD DANIEL CO", "date-changed": "19710624"}}
As filed with the Securities and Exchange Commission on May 2, 2000
                                                     Registration No. 33-_______
________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                                   -----------

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

         DELAWARE                                        36-1982580
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

                         Three Parkway North, Suite 550
                            Deerfield, Illinois 60015
           (Address of Principal Executive Offices including Zip Code)

                            WOODHEAD INDUSTRIES, INC.
                             1999 Stock Awards Plan
                            (full title of the Plan)

                           ROBERT J. TORTORELLO, Esq.
             Vice President, General Counsel and Corporate Secretary
                            Woodhead Industries, Inc.
                         Three Parkway North, Suite 550
                            Deerfield, Illinois 60015
                     (Name and address of agent for service)

                                 (847) 236-9300
          (Telephone number, including area code, of agent for service)

________________________________________________________________________________
Exhibit index appears on p. 9.       Page one of 23 sequentially numbered pages.
================================================================================
                         CALCULATION OF REGISTRATION FEE
================================================================================
                                     Proposed       Proposed
Title of                             Maximum        Maximum
Securities           Amount          Offering       Aggregate       Amount of
to be                to be           Price Per      Offering        Registration
Registered           Registered (1)  Share (1)(2)   Price (1)(2)    Fee (2)
--------------------------------------------------------------------------------
Common Stock,          550,000       $16.69         $9,020,186      $2,382
par value
$1.00
per share

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), the Registration Statement also includes an indeterminable
number of additional shares of Common Stock as may become issuable pursuant to
the antidilution provisions of the 1999 Stock Awards Plan (the Plan).

(2) The registration fee is calculated on the basis of the total number of
shares of Common Stock with respect to which options and awards may be granted
under the Plan, subject to the antidilution provisions of such Plan. Except for
37,400 and 5,000 shares of Common Stock with respect to which options (or
awards) have already been granted at $12.33 and $17.44 per share, respectively,
the shares of Common Stock are to be offered at prices not presently
determinable. Pursuant to Rules 457(c) and (h), the offering price of shares of
Common Stock with respect to which options and awards may be granted is
estimated solely for the purpose of determining the registration fee and is
$16.69 per share, which is the average of the high and low prices of a share of
Common Stock on the National Association of Securities Dealers Automated
Quotation System on April 27, 2000.

                                                                          Page 2
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.*
         ----------------

Item 2.  Registrant Information and Employee Plan Annual Information.*
         -----------------------------------------------------------

         *Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 under the Securities Act and the Introductory Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by Woodhead Industries, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference:

         (a) The Company's Annual Report on Form 10-K for the fiscal year ended
October 2, 1999, which was filed with the Commission on December 23, 1999.

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
January 1, 2000, which was filed with the Commission on February 14, 2000.

         (c) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above.

         (d) The description of the Company's Common Stock included in the
Company's registration statements filed pursuant to Section 12 of the Exchange
Act, including any amendment or reports filed for the purpose of updating such
description.

         All reports and other documents subsequently filed by the Company
pursuant to Sections 13, 14, and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,

                                                                          Page 3
to constitute a part of this registration statement.

Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Robert J. Tortorello, Esq., Vice President, General Counsel and
Secretary of the Company has passed upon certain legal matters with respect to
the shares of Common Stock offered hereby. Mr. Tortorello owns 26,688 shares of
Common Stock and stock options covering the purchase of a total of 70,000 shares
of Common Stock.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Company has the power to indemnify its directors, officers,
employees and agents against liability for certain acts pursuant to Section 145
of the Delaware General Corporation Law. Pursuant to its By-laws, the Company
may indemnify a director, officer, employee or agent for liabilities reasonably
incurred resulting from any pending, threatened or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, arising
out of such person's position with the Company. In addition, Article VIII of the
Company's Certificate of Incorporation, as amended, provides that the Company's
directors do not have personal liability to the Company or its stockholders,
subject to certain exceptions, for monetary damages for any breach of their
fiduciary duty as directors.

         In addition, the Company maintains liability insurance coverage for
directors and officers, including, without limitation, coverage applicable in
certain situations where the Company cannot pursuant to the General Corporation
Law of Delaware directly indemnify such directors and officers.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits.
         --------

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

                                                                          Page 4
Item 9.  Undertakings.
         ------------

         The undersigned registrant hereby undertakes:

         (a)      (1) To file, during any period in which offers or sales are
                  being made, a post-effective amendment to this registration
                  statement;

                           (i) To include any prospectus required by Section
                           10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the registration
                           statement (or the most recent post-effective
                           amendment thereof) which, individually or in the
                           aggregate, represent a fundamental change in the
                           information set forth in the registration statement;
                           and

                           (iii) To include any material information with
                           respect to the plan of distribution not previously
                           disclosed in the registration statement or any
                           material change to such information in the
                           registration statement; provided, however, that
                           paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
                           the information required to be included in a
                           post-effective amendment by those paragraphs is
                           contained in periodic reports filed with or furnished
                           to the Commission by the Company pursuant to Section
                           13 or 15(d) of the Exchange Act that are incorporated
                           by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
                  the Securities Act, each such post-effective amendment shall
                  be deemed to be a new registration statement relating to the
                  securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial BONA
                  FIDE offering thereof.

                  (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

         (b) That, for purposes of determining any liability under the
         Securities Act, each filing of the registrant's annual report pursuant
         to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
         each filing of an employee benefit plan's annual report pursuant to
         Section 15(d) of the Exchange Act) that is incorporated by reference in
         the registration statement shall be deemed to be a new registration
         statement relating to the securities offered therein, and the offering
         of such securities at that time shall be deemed to be the initial BONA
         FIDE offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the registrant pursuant to the

                                                                          Page 5
foregoing provisions, or otherwise, the registrant has been advised
         that in the opinion of the Commission such indemnification is against
         public policy as expressed in the Securities Act and is, therefore,
         unenforceable. In the event that a claim for indemnification against
         such liabilities (other than the payment by the registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         registrant in the successful defense of any action, suit or proceeding)
         is asserted by such director, officer or controlling person in
         connection with the securities being registered, the registrant will,
         unless in the opinion of its counsel the matter has been settled by
         controlling precedent, submit to a court of appropriate jurisdiction
         the question whether such indemnification by it is against public
         policy as expressed in the Securities Act and will be governed by the
         final adjudication of such issue.

                                                                          Page 6
SIGNATURES

         The Registrant, pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Deerfield, and the State of Illinois, on this 1st day
of May, 2000.

                                 WOODHEAD INDUSTRIES, INC.
                                 (Registrant)

                                 By   /s/  C. Mark DeWinter
                                      ---------------------
                                     C. Mark DeWinter,
                                     Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints C. Mark DeWinter and Robert G.
Jennings, or either of them, his or her true and lawful attorneys-in-fact and
agents to do any and all acts and things and execute any and all instruments
which said attorneys-in-fact and agents, or any of them, may deem necessary or
advisable giving and granting unto said attorneys full power and authority to do
and perform such actions as fully as he or she might have or could do if
personally present and executing any of said documents to enable said Woodhead
Industries, Inc. to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under said Act of shares of common stock of
said Woodhead Industries, Inc. including specifically, but without limitation
thereof, full power and authority to sign his or her name as a director and(or)
officer of said Woodhead Industries, Inc. to a registration statement on Form
S-8 covering such shares and to any amendments to said registration statement
covering such shares hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, shall do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities and
on the date indicated above.

    /s/  C. Mark DeWinter                 Chairman and Chief Executive
    -------------------------------       Officer; Director (Principal
   C. Mark DeWinter                       Executive Officer)

   /s/  Philippe Lemaitre                 President and Chief Operating
   --------------------------------       Officer; Director
   Philippe Lemaitre

                                                                          Page 7
/s/  Robert G.Jennings                 Vice President, Finance and Chief
   ----------------------------------     Financial Officer (Principal Financial
   Robert G. Jennings                     Officer)

  /s/  Joseph P. Nogal                    Vice President, Treasurer and
   ----------------------------------     Controller
   Joseph P. Nogal                        (Principal Accounting Officer)

/s/                                       Director
   ----------------------------------
   Daniel T. Carroll

/s/                                       Director
   ----------------------------------
   Charles W. Denny

/s/                                       Director
   ----------------------------------
   Ann F. Hackett

/s/                                       Director
   ----------------------------------
   Linda Y. C. Lim, Ph. D.

/s/                                       Director
   ----------------------------------
   Dale A. Miller

/s/                                       Director
   ----------------------------------
   Eugene P. Nesbeda

/s/                                       Director
   ----------------------------------
   Sarilee K. Norton

/s/                                       Director
   ----------------------------------
   Alan L. Shaffer

                                                                          Page 8
EXHIBIT INDEX

Exhibit
Number                                                                      Page
------                                                                      ----

4(a)      Certificate of Incorporation of Woodhead Industries, Inc.,
          including amendments through January 22, 1993, (incorporated
          herein by reference to Exhibit 4(a) of Registrant's Form S-8
          filed April 22, 1994, as
          Registration #33-77968).                                          N/A

4(b)      By-Laws of Woodhead Industries, Inc., including
          amendments through June 10, 1997.                                  10

4(c)      1999 Stock Awards Plan (incorporated herein by reference
          to Exhibit A to definitive Proxy Statement dated
          December 17, 1999 for 2000 Annual Meeting of
          Stockholders, file No. 000-05971)                                 N/A

5         Opinion of Robert J. Tortorello, Esq.                              22

23(a)     Consent of Independent Public Accountants                          23
23(b)     Consent of Robert J. Tortorello, Esq.
          (Included as part of Exhibit 5)                                   N/A

24        Powers of Attorney (Included on Signature Page)                   N/A

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