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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-02-006580.txt : 20020821
<SEC-HEADER>0000950152-02-006580.hdr.sgml : 20020821
<ACCEPTANCE-DATETIME>20020821165023
ACCESSION NUMBER:		0000950152-02-006580
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20020821
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		
FILED AS OF DATE:		20020821

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WORTHINGTON INDUSTRIES INC
		CENTRAL INDEX KEY:			0000108516
		STANDARD INDUSTRIAL CLASSIFICATION:	STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310]
		IRS NUMBER:				311189815
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08399
		FILM NUMBER:		02745020

	BUSINESS ADDRESS:	
		STREET 1:		1205 DEARBORN DR
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43085
		BUSINESS PHONE:		6144383210

	MAIL ADDRESS:	
		STREET 1:		1205 DEARBORN DR
		CITY:			COLUMBUS
		STATE:			OH
		ZIP:			43085

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WORTHINGTON STEEL CO
		DATE OF NAME CHANGE:	19720123
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l95977ae8vk.txt
<DESCRIPTION>WORTHINGTON INDUSTRIES, INC.    8-K
<TEXT>
<PAGE>

                                  UNITED STATES
                       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


        Date of Report (Date of earliest event reported): August 21, 2002
                                                          ---------------



                          Worthington Industries, Inc.
                         -----------------------------
             (Exact name of registrant as specified in its charter)



              Ohio                       1-8399               31-1189815
  ----------------------------      ----------------      -------------------
  (State or other jurisdiction      (Commission File         (IRS Employer
        of incorporation)                Number)          Identification No.)



                  1205 Dearborn Drive, Columbus, Ohio       43085
             -------------------------------------------------------
             (Address of principal executive offices)     (Zip Code)


        Registrant's telephone number, including area code (614) 438-3210
                                                           --------------



                                 Not Applicable
 -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)










                         Index to Exhibits is on Page 4.


<PAGE>


Item 7.     Financial Statements and Exhibits.
- ---------------------------------------------

            (a)   None required.

            (b)   None required.

            (c)   Exhibits:

                  Exhibit No.       Description
                  -----------       -----------

                  99.1     Statement Under Oath of Principal Executive Officer
                           of Worthington Industries, Inc. Regarding Facts and
                           Circumstances Relating to Exchange Act Filings

                  99.2     Statement Under Oath of Principal Financial Officer
                           of Worthington Industries, Inc. Regarding Facts and
                           Circumstances Relating to Exchange Act Filings

Item 9.     Regulation FD Disclosure.
- ------------------------------------

            On August 21, 2002, each of the Principal Executive Officer, John P.
McConnell, and Principal Financial Officer, John T. Baldwin, of Worthington
Industries, Inc. submitted to the Securities and Exchange Commission sworn
statements pursuant to Securities and Exchange Commission Order No. 4-460.

            A copy of each of these statements is attached hereto as an Exhibit
(99.1 and 99.2).


                                       2

<PAGE>




                                   SIGNATURES
                                   ----------

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                              WORTHINGTON INDUSTRIES, INC.



Date:  August 21, 2002        By:      /s/ John T. Baldwin
                                  ----------------------------------------------

                              Printed Name:  John T. Baldwin
                                             -----------------------------------

                              Title: Vice President and Chief Financial Officer
                                     -------------------------------------------



                                       3

<PAGE>


                                INDEX TO EXHIBITS
                                -----------------


Exhibit Number    Description
- --------------    -----------

99.1              Statement Under Oath of Principal Executive Officer of
                  Worthington Industries, Inc. Regarding Facts and Circumstances
                  Relating to Exchange Act Filings

99.2              Statement Under Oath of Principal Financial Officer of
                  Worthington Industries, Inc. Regarding Facts and Circumstances
                  Relating to Exchange Act Filings


                                       4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>l95977aexv99w1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>



                                                                    Exhibit 99.1

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS


I, John P. McConnell, state and attest that:

     (1) To the best of my knowledge, based upon a review of the covered
         reports of Worthington Industries, Inc., and, except as corrected or
         supplemented in a subsequent covered report:

         -        No covered report contained an untrue statement of a material
                  fact as of the end of the period covered by such report (or in
                  the case of a report on Form 8-K or definitive proxy
                  materials, as of the date on which it was filed); and

         -        No covered report omitted to state a material fact necessary
                  to make the statements in the covered report, in light of the
                  circumstances under which they were made, not misleading as of
                  the end of the period covered by such report (or in the case
                  of a report on Form 8-K or definitive proxy materials, as of
                  the date on which it was filed).

     (2) I have reviewed the contents of this statement with the Company's
         Audit Committee.

     (3) In this statement under oath, each of the following, if filed on or
         before the date of this statement, is a "covered report":

         -        The Annual Report on Form 10-K of Worthington Industries, Inc.
                  for the fiscal year ended May 31, 2002;

         -        All reports on Form 10-Q, all reports on Form 8-K and all
                  definitive proxy materials of Worthington Industries, Inc.
                  filed with the Commission subsequent to the filing of the Form
                  10-K identified above; and

         -        Any amendments to the foregoing.



         /s/ John P. McConnell            Subscribed and sworn to
- -----------------------------------       before me this 21st day of
John P. McConnell                         August 2002.
Chairman & Chief Executive Officer
Date:  August 21, 2002


                                                   /s/ Marybeth Bosko
                                          -----------------------------------
                                          Notary Public

                                                   [NOTARY SEAL]



                                          My Commission Expires: No Expiration
                                                                 -------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>l95977aexv99w2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>


                                                                    Exhibit 99.2

STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS


I, John T. Baldwin, state and attest that:

     (1) To the best of my knowledge, based upon a review of the covered
         reports of Worthington Industries, Inc., and, except as corrected or
         supplemented in a subsequent covered report:

         -        No covered report contained an untrue statement of a material
                  fact as of the end of the period covered by such report (or in
                  the case of a report on Form 8-K or definitive proxy
                  materials, as of the date on which it was filed); and

         -        No covered report omitted to state a material fact necessary
                  to make the statements in the covered report, in light of the
                  circumstances under which they were made, not misleading as of
                  the end of the period covered by such report (or in the case
                  of a report on Form 8-K or definitive proxy materials, as of
                  the date on which it was filed).

     (2) I have reviewed the contents of this statement with the Company's
         Audit Committee.

     (3) In this statement under oath, each of the following, if filed on or
         before the date of this statement, is a "covered report":

         -        The Annual Report on Form 10-K of Worthington Industries, Inc.
                  for the fiscal year ended May 31, 2002;

         -        All reports on Form 10-Q, all reports on Form 8-K and all
                  definitive proxy materials of Worthington Industries, Inc.
                  filed with the Commission subsequent to the filing of the Form
                  10-K identified above; and

         -        Any amendments to the foregoing.



         /s/ John T. Baldwin                Subscribed and sworn to
- ----------------------------------------    before me this 21st day of
John T. Baldwin                             August 2002.
Vice President & Chief Financial Officer
Date:  August 21, 2002


                                                 /s/ Marybeth Bosko
                                            ------------------------------------
                                            Notary Public

                                                     [NOTARY SEAL]

                                            My Commission Expires: No Expiration
                                                                   -------------









</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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