UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For The Quarterly Period Ended: August 31, 1998 Commission File No. 0-4016

WORTHINGTON INDUSTRIES, INC.
(Exact name of Registrant as specified in its Charter)

          OHIO                                       31-1189815
------------------------               -----------------------------------
(State of Incorporation)               (I.R.S. Employer Identification No.)

          1205 Dearborn Drive, Columbus, Ohio                      43085
         (Address of Principal Executive Offices)                ----------
                                                                 (Zip Code)

                                 (614) 438-3210
             ------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name, Former Address and Former Fiscal Year,
If Changed From Last Report)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES [ ] NO [ ]

Indicate the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date.

 Common Shares, without par value                    92,469,609
-----------------------------------          ----------------------------
               Class                         Outstanding October 13, 1998

1

WORTHINGTON INDUSTRIES, INC.

                                      INDEX





                                                                          PAGE
                                                                          ----

PART I.  FINANCIAL INFORMATION

         ITEM 1.  FINANCIAL STATEMENTS
             Consolidated Condensed Balance Sheets -
             August 31, 1998 and May 31, 1998...............................3

             Consolidated Condensed Statements of Earnings -
             Three Months Ended August 31, 1998 and 1997....................5

             Consolidated Condensed Statements of Cash Flows
             Three Months Ended August 31, 1998 and 1997....................6

             Notes to Consolidated Condensed Financial Statements...........7


         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...............9


PART II. OTHER INFORMATION.................................................14

         ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         ITEM 5. OTHER INFORMATION

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

2

WORTHINGTON INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands, Except Per Share)

                                                    August 31           May 31
                                                      1998               1998
                                                   -----------        ---------
                                                   (Unaudited)        (Audited)
                     ASSETS

CURRENT ASSETS
   Cash and cash equivalents                       $   11,196        $    3,788
   Accounts receivable - net                          269,016           310,155
   Inventories
     Raw materials                                    180,110           172,920
     Work in process and finished products            140,491           115,991
                                                   ----------        ----------
       Total Inventories                              320,601           288,911
   Income taxes receivable                                  -             5,429
  Prepaid expenses and other current assets            40,758            34,712
                                                   ----------        ----------

     TOTAL CURRENT ASSETS                             641,571           642,995

Investment in Unconsolidated Affiliates                64,496            61,694
Intangible Assets                                     108,153            95,725
Other Assets                                           34,746            33,025
Investment in Rouge                                    46,497            75,745
Property, plant and equipment                       1,380,563         1,315,668
Less accumulated depreciation                         394,938           382,510
                                                   ----------        ----------
     Property, Plant and Equipment - net              985,625           933,158
                                                   ----------        ----------

     TOTAL ASSETS                                  $1,881,088        $1,842,342
                                                   ==========        ==========

3

WORTHINGTON INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands, Except Per Share)

LIABILITIES AND SHAREHOLDERS' EQUITY

                                                          August 31          May 31
                                                             1998             1998
                                                         -----------      ----------
                                                         (Unaudited)       (Audited)
CURRENT LIABILITIES
   Accounts payable                                      $  151,283       $  176,752
   Notes payable                                            257,868          136,600
   Accrued compensation, contributions to
    employee benefit plans and related taxes                 43,315           43,867
   Dividends payable                                         12,946           13,532
   Other accrued items                                       46,261           37,800
   Income taxes                                               5,234                -
   Current maturities of long-term debt                       4,892            1,480
                                                         ----------       ----------

     TOTAL CURRENT LIABILITIES                              521,799          410,031

Other Liabilities                                            30,129           24,788
Long-Term Debt:
   Conventional long-term debt                              368,726          363,870
Debt exchangeable for common shares                          46,497           75,745
                                                         ----------       ----------
     Total Long-Term Debt                                   415,223          439,615
Deferred Income Taxes                                       145,176          145,230
Minority Interest                                            44,772           42,405

Shareholders' Equity
   Common shares, no par value                                  926              968
   Additional paid-in capital                               112,306          116,696
   Unrealized loss on investment                             (5,563)          (5,563)
   Foreign currency translation                              (3,068)          (2,812)
   Retained earnings                                        619,388          670,984
                                                         ----------       ----------

     TOTAL SHAREHOLDERS' EQUITY                             723,989          780,273
                                                         ----------       ----------


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY               $1,881,088       $1,842,342
                                                         ==========       ==========

See notes to consolidated condensed financial statements.

4

WORTHINGTON INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(In Thousands Except Per Share)

(Unaudited)

                                                                      Three Months Ended
                                                                            August 31,
                                                                   --------------------------
                                                                     1998              1997
                                                                   --------          --------
Net sales                                                          $409,280          $387,561
Cost of goods sold                                                  347,602           326,386
                                                                   --------          --------
  GROSS MARGIN                                                       61,678            61,175

Selling, general & administrative expense                            32,072            25,602
                                                                   --------          --------
  OPERATING INCOME                                                   29,606            35,573

Other income (expense):
   Miscellaneous income (expense)                                     2,362              (208)
   Interest expense                                                  (8,943)           (6,778)
   Equity in net income of unconsolidated
      affiliates                                                      5,055             4,701
                                                                   --------          --------
  EARNINGS BEFORE INCOME TAXES                                       28,080            33,288

Income taxes                                                         10,390            12,317
                                                                   --------          --------
  EARNINGS FROM CONTINUING OPERATIONS                                17,690            20,971

Discontinued Operations:
  INCOME (LOSS) FROM OPERATIONS, NET OF TAXES                        (1,316)            1,783
                                                                   --------          --------

  NET EARNINGS                                                     $ 16,374          $ 22,754
                                                                   ========          ========

AVERAGE COMMON SHARES OUTSTANDING                                    95,750            96,739

EARNINGS PER COMMON SHARE - BASIC & DILUTED
   EARNINGS FROM CONTINUING OPERATIONS                             $    .18          $    .22
    EARNINGS FROM DISCONTINUED OPERATIONS, NET OF TAXES                (.01)              .02
                                                                   --------          --------
   NET EARNINGS                                                    $    .17          $    .24
                                                                   ========          ========

CASH DIVIDENDS DECLARED
     PER COMMON SHARE                                              $    .14          $    .13
                                                                   --------          --------

See notes to consolidated condensed financial statements.

5

WORTHINGTON INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands, Unaudited)

                                                                                    Three Months Ended
                                                                                         August 31,
                                                                                 -------------------------
                                                                                   1998             1997
                                                                                 --------         --------
OPERATING ACTIVITIES
   Net earnings                                                                  $ 16,374         $ 22,754
   Adjustments to reconcile net earnings to
    net cash provided by operating activities:
      Depreciation and amortization                                                18,641           14,922
      Deferred income taxes                                                           (54)             (54)
      Equity in undistributed net income of unconsolidated affiliates              (3,460)             881
      Minority interest in net loss of consolidated subsidiary                     (1,473)               -
      Net gain on sale of assets                                                     (600)               -
      Changes in assets and liabilities:
          Current assets                                                           16,578           12,445
          Other assets                                                             (1,339)           3,698
          Current liabilities                                                     (17,532)          16,328
          Other liabilities                                                            34              486
                                                                                 --------         --------
      Net Cash Provided By Operating Activities                                    27,169           71,460

INVESTING ACTIVITIES
   Investment in property, plant and equipment, net                               (48,862)         (74,436)
   Acquisitions, net of cash acquired                                             (26,718)               -
   Proceeds from sale of assets                                                     2,759                -
                                                                                 --------         --------
Net Cash Used By Investing Activities                                             (72,821)         (74,436)

FINANCING ACTIVITIES
   Proceeds from short-term borrowings                                            121,268            1,300
   Proceeds from long-term debt                                                     2,550            1,900
   Principal payments on long-term debt                                            (1,609)          (4,441)
   Proceeds from issuance of common shares                                            (34)             615
   Proceeds from minority interest                                                  3,839           10,561
   Repurchase of common shares                                                    (59,422)               -
   Dividends paid                                                                 (13,532)         (12,572)
                                                                                 --------         --------
      Net Cash Provided (Used) By Financing Activities                             53,060           (2,637)
                                                                                 --------         --------

Increase (decrease) in cash and cash equivalents                                    7,408           (5,613)
Cash and cash equivalents at beginning of period                                    3,788            7,212
                                                                                 --------         --------

Cash and cash equivalents at end of period                                       $ 11,196         $  1,599
                                                                                 ========         ========

See notes to consolidated condensed financial statements.

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WORTHINGTON INDUSTRIES, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

NOTE A - MANAGEMENT'S OPINION

In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of those of a normal recurring nature) necessary to present fairly the financial position of Worthington Industries, Inc. and Subsidiaries (the Company) as of August 31, 1998 and May 31, 1998; the results of operations for the three months ended August 31, 1998 and 1997, and cash flows for the three months ended August 31, 1998 and 1997.

The accounting policies followed by the Company are set forth in Note A to the consolidated financial statements in the 1998 Worthington Industries, Inc. Annual Report to Shareholders which is included in the Company's 1998 Form 10-K.

NOTE B - INCOME TAXES

The income tax rate is based on statutory federal and state rates, and an estimate of annual earnings adjusted for the permanent differences between reported earnings and taxable income.

NOTE C- RESULTS OF OPERATIONS

The results of operations for the three months ended August 31, 1998 are not necessarily indicative of the results to be expected for the full year.

NOTE D- ACQUISITION

In June, 1998, the Company acquired the stock of Jos. Heiser vormals J. Winter's Sohn, Gmbh (Heiser) for approximately $27 million (net of cash acquired) plus $7.3 million of debt assumed, in a business combination accounted for as a purchase. Based in Gaming, Austria, Heiser is Europe's leading producer of high pressure industrial gas cylinders. The results of operations for Heiser are included in the financial statements of the Company since the date of acquisition. Goodwill in the amount of $12.9 million resulting from the purchase is being amortized using the straight-line method over 40 years. Proforma results including Heiser since the beginning of the earliest period presented would not be materially different than actual results.

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NOTE E- COMPREHENSIVE INCOME

In June 1997, the Financial Standards Accounting Board issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" which requires separate reporting of certain items affecting shareholders' equity outside of those included in arriving at net earnings. The statement is effective for periods beginning in fiscal 1999 and requires disclosing comprehensive income for interim periods which is shown below.

                                                         Three Months Ended August 31
                                                         ----------------------------
                                                              1998            1997
                                                              ----            ----
Comprehensive Income:
 Net Income                                                  $16,374         $22,754
 Other Comprehensive Income (Loss), net of tax:
    Unrealized Gain on Investment                                 --           4,031
    Foreign Currency Translation                               (256)              --
                                                             -------         -------
      Other Comprehensive Income (Loss)                        (256)           4,031
                                                             -------         -------
Comprehensive Income                                         $16,118         $26,785
                                                             =======         =======

8

WORTHINGTON INDUSTRIES, INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DISCONTINUED OPERATIONS

As a result of the decision of the Company to divest its subsidiaries, Worthington Custom Plastics, Worthington Precision Metals and Buckeye Steel Castings Company, the Custom Products and Cast Products segments of the Company have been restated as Discontinued Operations. Accordingly, the Company's Continuing Operations consist of only the Processed Steel Products segment and its equity in joint ventures. During the quarter, the Company sold its scrap recycling business, I.H. Schlezinger, Inc. and reached agreements to sell the Worthington Precision Metals business and the garage door division of the metal framing business.

RESULTS

For the first quarter ended August 31, 1998, sales increased 6% to $409.3 million. Earnings from continuing operations were $17.7 million compared to $21.0 million for the previous year's first quarter and earnings per share from continuing operations were $.18 versus $.22 last year. Discontinued operations had a net loss for the quarter of $1.3 million, down 174% from last year. Net earnings and net earnings per share, which include the Company's discontinued operations, were $16.4 million and $.17 respectively, compared to $22.8 million and $.24 for the previous year.

RESULTS FROM CONTINUING OPERATIONS

Overall for the first quarter, demand in most of the Company's continuing product lines was stronger in fiscal 1999 than in fiscal 1998, reflected in increased sales for all lines of business. Profit margins from continuing operations were down, however, as a result of the strike at General Motors and startup costs relating to the ramp-up of the Decatur and Spartan operations. The Company estimates the impact of those items was $.05 per share on continuing operations. The impact of the startup costs will continue to be felt through fiscal 1999. For the first quarter, gross margin as a percentage of sales was 15.1% in fiscal 1999 and 15.8% in 1998. Operating income as a percent of sales decreased to 7.2% in fiscal 1999 from 9.2% in fiscal 1998. The fire at the Monroe, Ohio facility (discussed below) did not materially impact margins due to recoveries under business interruption insurance, which approximated the lost operating income which would have resulted had the fire not occurred. For the three months ended August 31, 1998, $1.6 million of business interruption insurance recovery was included in net sales.

Steel processing sales were flat compared to fiscal 1998's first quarter. Additional sales generated by Delta, Decatur and Spartan were offset by the effect of

9

the General Motors strike and the lost sales at Monroe. Operating income in steel processing was lower due to the strike and start-up losses at Decatur and Spartan offset by the profit contribution from the Delta plant. In June 1998, the Company purchased Jos. Heiser vormals J. Winter's Sohn, Gmbh (Heiser) for approximately $27 million (net of cash acquired) plus $7.3 million of debt assumed. Based in Gaming, Austria, Heiser is Europe's leading producer of high pressure industrial gas cylinders. Pressure cylinders sales and operating income were up over fiscal 1998's first quarter due to increased volume in most product lines and the acquisition of Heiser. Both sales and operating income increased for the metal framing operation, reflecting higher overall selling prices. Sales and operating income from the automotive body panel business were up in the first quarter, reflecting additional volume and a favorable shift in product mix to service parts versus those sold to original equipment manufacturers (OEMs).

On August 14, 1997, the Company experienced a fire at the Monroe, Ohio, facility. The fire destroyed the pickling area of the facility and caused extensive damage to other parts of the plant. The Company shifted a significant amount of the business to other locations, with the remainder sent to third party processors. Blanking returned to operation in September 1997, and slitting returned in March 1998. Pickling resumed in September 1998. The Company has increased both pickling and storage capacity at this facility beyond its pre-fire capabilities.

For the first quarter, selling, general and administrative (SG&A) expense as a percentage of sales was 7.8% in fiscal 1999 and 6.6% in 1998. The SG&A percentage increased in the first quarter of fiscal 1999 because of the overhead costs incurred at the Decatur and Spartan facilities without corresponding sales levels. Because of restating for discontinued operations, all corporate overhead costs have been reflected in the results from continuing operations.

Quarterly interest expense of $8.9 million increased 32% over first quarter of fiscal 1998 as a result of higher debt levels. Average debt outstanding for the quarter was $656 million in fiscal 1999 and $512 million in 1998. Debt levels rose in fiscal 1999 to fund capital spending, including the construction of the Decatur and the Spartan facilities, and the acquisition of Heiser. At August 31, 1998, approximately 43% of the Company's total debt (excluding DECS) was at fixed rates of interest. During September 1998, the Company unwound $100,000,000 of interest rate swap agreements that were in place at August 31, 1998. Capitalized interest for the first quarter totaled $3.0 million in fiscal 1999 and $1.5 million in 1998.

Equity in net income of unconsolidated affiliates increased 8% in the first quarter of fiscal 1999. WAVE continued to be the major contributor to joint venture equity by posting increases in sales and earnings. WSP and TWB also contributed to the increased equity. Acerex's equity was down, due to the recent drop in the value of the peso.

10

The effective tax rate for the first quarter of fiscal 1999 remained at 37%.

RESULTS FROM DISCONTINUED OPERATIONS

First quarter fiscal 1999 sales from discontinued operations of $97 million were down 14% from 1998, primarily due to the strike at General Motors. Sales increased for Cast Products but this was offset by a sales decrease for Custom Products. The Cast Products increase was due to significant rail car volume improvement. Net earnings for the first quarter decreased to a loss of $1.3 million in fiscal 1999 from the previous year's $1.8 million of income due to the decrease at Custom Products noted above.

LIQUIDITY AND CAPITAL RESOURCES

During the three months ended August 31, 1998, total assets increased slightly to $1.9 billion, primarily reflecting the Company's increased investment in property, plant and equipment and a $32 million increase in inventory offset by a $41 decrease in accounts receivable. Capital investments totaled $76 million for the three months, including $27 million for the Heiser acquisition. The most significant projects were the Decatur, Alabama, steel processing plant, and the rebuild of the Monroe, Ohio, facility. Accounts receivable decreased in line with the Company's normal sales decline from the fourth quarter of the previous year to the first quarter of the new fiscal year. Inventory increased mostly due to the higher levels needed to support the Delta and Decatur startups.

Current liabilities increased by $112 million during the quarter to $522 million, primarily due to a $121 million increase in notes payable. Accordingly, the current ratio at August 31, 1998 was 1.2 to 1 versus 1.6 to 1 at May 31, 1998.

The Company uses short-term uncommitted lines of credit extended by various commercial banks to finance its business operations. Maturities on these borrowings typically range from one to ninety days. To ensure liquidity, the Company maintains a revolving credit facility with a group of commercial banks. During October 1998, the Company increased the amount of the revolving credit facility to $300 million from $190 million. The $110 million increase in commitments was extended by the existing bank group and expires in September 1999. Previously existing commitments totalling $190 million continue to expire in May 2003. At August 31, 1998, there were no outstanding borrowings under the revolving credit facility.

In March 1997, Debt Exchangeable for Common Stock (DECS), payable in Rouge stock, was issued by the Company. In the opinion of the Company, it is appropriate to examine the Company's debt without the DECS, since the Company may satisfy the DECS with currently owned Rouge stock. The DECS value as of August 31, 1998 was $46.5 million due to a decrease in the value of the Rouge common stock.

At August 31, 1998, the Company's total debt (excluding the DECS) was $631 million compared to $502 million (excluding the DECS) at the end of fiscal 1998. As a

11

result, total debt to committed capital increased to 47% (excluding the DECS) versus fiscal year end's 39% (excluding the DECS). Debt was incurred primarily to finance the Company's capital investments in property, plant and equipment and the Heiser acquisition, and to repurchase stock. During the quarter, the Company repurchased approximately 4.2 million shares of stock for $59 million and the Board of Directors increased the repurchase authorization by 10 million additional shares.

Cash provided by operating activities of $27 million was down from $71 million in fiscal 1998, primarily due to increased working capital requirements.

On December 9, 1997, the Company issued $150 million of 6.7% notes due 2009 off of the $450 million "shelf" registration established in May 1996, substantially depleting the shelf. As there were no plans to issue any of the remainder of this "shelf" registration, it was deregistered by post effective amendment in June 1998.

The Company's immediate borrowing capacity, in addition to cash generated from operations, should be more than sufficient to fund expected normal operating costs, dividends, debt payments and capital expenditures for existing businesses. While there are no specific needs at this time, the Company regularly considers long-term debt issuance an alternative depending on financial market conditions.

ENVIRONMENTAL

The Company believes environmental issues will not have a material effect on capital expenditures, consolidated financial position, future results or operations.

IMPACT OF YEAR 2000

The Company is currently conducting a detailed assessment of all information technology (IT) and non-information technology (non-IT) hardware and software with regard to year 2000 issues. Non-IT components include embedded technology in the manufacturing plants in equipment-related hardware and software, as well as communication systems.

The Company is not materially reliant on third party systems (e.g. electronic data interchange) to conduct business. In addition, the Company has initiated communications with significant vendors and customers to confirm their plans to become year 2000 ready and assess any possible risk to or effects on the Company's operations. The vendor and customer responses are being evaluated and incorporated into the current detailed assessment.

Over the last two years, the Company has utilized both internal and external resources to modify, replace, and test mainframe software to make it year 2000 ready. These year 2000 projects are at varying stages of completion. Some systems have been or are currently being replaced with year 2000 ready systems for business reasons and some mainframe code updates have been or are currently being

12

implemented. A comprehensive review of these projects is also being performed as part of the detailed assessment in progress. In fiscal 1998, approximately $1 million was expended to remediate year 2000 issues. This amount excludes the cost of year 2000 ready hardware and software recently implemented by the Company.

Since this assessment is in progress, the estimated total cost to remediate all year 2000 issues is not readily determinable. Preliminary estimates to update mainframe codes were approximately $2 million. This figure will be revised as a result of the current assessment. The assessment is expected to be completed in November 1998. Year 2000 projects to date have inspected approximately 50% of the software and hardware potentially not ready for the year 2000 (i.e., those systems not recently replaced with year 2000 ready systems.)

In summary, while the Company continues its efforts to evaluate and remediate year 2000 issues, the final assessment is not complete. The Company expects no material impact to its results from operations or financial condition as a result of year 2000 issues. The scope of contingency planning will hinge upon the results of the current assessment.

EURO-CURRENCY

The European Union's new common currency is scheduled to be introduced on January 1, 1999. The Company expects no material impact to its results from operations or financial condition as a result of this change, due to the Company's limited overseas operations.

SAFE HARBOR STATEMENT

The Company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the "Act"). Statements by the Company relating to future revenues and growth, stock appreciation, plant start-ups, capabilities, the impact of year 2000 and other statements which are not historical information constitute "forward looking statements" within the meaning of the Act. All forward looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected. Factors that could cause actual results to differ materially include, but are not limited to, the following: general economic conditions; conditions in the Company's major markets; competitive factors and pricing pressures; product demand and changes in product mix; changes in pricing or availability of raw material, particularly steel; delays in construction or equipment supply; year 2000 issues; and other risks described from time to time in the Company's filings with the Securities and Exchange Commission.

13

PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

The information provided under Item 5 of this report is incorporated herein by reference.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Registrant's Annual Meeting of Shareholders was held on September 24, 1998. In connection with the meeting, proxies were solicited. Following are the voting results on proposals considered and voted upon.

1. All nominees for the election to the Class of Directors whose term expires in 2001 were elected by the shareholders who were present or represented by proxy.

                         VOTES FOR
                        THE ELECTION       AUTHORITY TO
                        OF DIRECTOR        VOTE WITHHELD
                        -----------        -------------

John P. McConnell       81,045,644             978,767
Robert B. McCurry       80,913,729           1,110,682
Gerald B. Mitchell      81,039,134             985,277
Mary Schiavo            80,997,394           1,027,017

2. The proposal which provided, among other things, for the change of the Company's state of incorporation from Delaware to Ohio through a merger of the Company into Worthington Industries, Inc., an Ohio corporation and a wholly-owned subsidiary of the Company, and for related changes to the Company's organizational documents was approved by the following vote:

FOR: 69,529,770 AGAINST: 2,338,033
ABSTAIN: 279,775 BROKER NON-VOTES: 9,876,834

3. The selection of Ernst & Young LLP as auditors of the Company for the fiscal year ending May 31, 1999 was ratified by the following vote:

FOR: 81,710,478 AGAINST: 115,034 ABSTAIN: 198,899

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ITEM 5. OTHER INFORMATION

On October 13, 1998, Worthington Industries, Inc., a Delaware corporation("Worthington Delaware"), was merged (the "Merger") with and into Worthington Industries, Inc., an Ohio corporation and a wholly-owned subsidiary of Worthington Delaware ("Worthington Ohio"). Each share of common stock, par value $0.01 per share (the "Worthington Delaware Shares"), of Worthington Delaware was converted into one common share, without par value (the "Worthington Ohio Common Shares"), of Worthington Ohio. By virtue of the Merger, Worthington Ohio has succeeded to all the business, properties, assets and liabilities of Worthington Delaware and the directors, officers and employees of Worthington Delaware have become directors, officers and employees of Worthington Ohio. Pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934 (the "Exchange Act"), the Worthington Ohio Common Shares are deemed to be registered under the Exchange Act.

In addition, Worthington Ohio assumed all of the obligations of Worthington Delaware under the Indenture, dated as of May 15, 1996, as supplemented, of Worthington Delaware to PNC Bank, National Association (formerly known as PNC Bank, Ohio, National Association), and the debt securities issued thereunder.

The following paragraphs summarize the material attributes of the Worthington Ohio Common Shares. The statements with respect to the Worthington Ohio Common Shares are brief summaries of the provisions of the Amended Articles of Incorporation (the "Articles") of Worthington Ohio and the Code of Regulations (the "Regulations") of Worthington Ohio, which are filed as exhibits hereto. The following statements are qualified in their entirety by reference to the Articles and the Regulations.

GENERAL

The Articles authorize 150,000,000 Worthington Ohio Common Shares, 500,000 Class A Preferred Shares, without par value, and 500,000 Class B Preferred Shares, without par value (collectively, the "Preferred Shares"). As of October 13, 1998, the effective date of the Merger, 92,469,609 Worthington Ohio Common Shares were issued and outstanding and there were no Preferred Shares issued. The Articles authorize the Board of Directors of Worthington Ohio to issue the Preferred Shares in one or more series and to establish the designations, preferences and rights of each such series. Until changed by the Worthington Ohio shareholders, each Class A Preferred Share will have one vote and each Class B Preferred Share will have ten votes on each matter submitted to holders of the Preferred Shares.

The Worthington Ohio Common Shares are designated Nasdaq National Market securities.

15

VOTING RIGHTS

Quorum for Meetings of Shareholders

The Regulations provide that the holders of one-third of the voting power of Worthington Ohio must be present in person or by proxy to constitute a quorum at a meeting of shareholders called by the Board of Directors. Otherwise, the holders of a majority of the voting power of Worthington Ohio must be present in order to constitute a quorum.

General Voting Rights

Each Worthington Ohio Common Share entitles the holder thereof to one vote for the election of directors and for all other matters submitted to the shareholders of Worthington Ohio for their consideration.

The Regulations provide that all elections of directors will be determined by a plurality of the votes cast. Except as otherwise required by law, the Articles or the Regulations, any other matter submitted to the shareholders for their vote will be decided by the vote of the holders of a majority of the votes entitled to be cast by the holders of all then outstanding voting shares, present in person or by proxy, and entitled to vote with respect to such matter.

Special Vote Requirements

The Articles require the affirmative vote of the holders of 75% of the outstanding shares of Worthington Ohio entitled to vote generally in the election of directors (the "Voting Stock") to adopt amendments to the provisions of the Articles addressing the classification of the Board of Directors, the fixing of the number of directors, the advance notification of shareholder nominations, the removal of directors and the filing of vacancies, the calling of special meetings of shareholders, the requirement that shareholders take actions at a meeting, the vote required for approval of business combinations with 15% shareholders (must also include the affirmative vote of the holders of a majority of the outstanding Voting Stock excluding the 15% shareholder in question), the factors to be considered by the directors in evaluating significant corporate transactions and the required vote for the amendment of the Articles and the Regulations. Other amendments must be approved by the affirmative vote of the holders of a majority of the outstanding Voting Stock.

The Articles require the affirmative vote of the holders of 75% of the outstanding Voting Stock to approve an amendment, alteration, change or repeal of the Regulations unless it has been approved by three-fourths of the authorized number of directors, in which case the required affirmative vote is a majority of the outstanding Voting Stock.

Articles SEVENTH of the Articles (the "Supermajority Voting Provisions") provides that Business Combinations (as defined below) between Worthington Ohio, or a subsidiary thereof, and a Substantial Shareholder (as defined below) require the affirmative vote of the holders of not less than 75% of the Voting Stock; provided that such affirmative vote must include the affirmative vote of a majority of all then

16

outstanding shares of Voting Stock not beneficially owned by the Substantial Shareholder. Three-fourths of the authorized number of directors may, in all such cases, determine not to require such supermajority vote, but only if a majority of the directors in office and acting upon such matter are "Continuing Directors" (as defined). Such determination may be made either before or after any Substantial Shareholder in question achieves such status.

A "Substantial Shareholder" generally is defined as the "beneficial owner" (as defined) of 15% or more of the outstanding shares of Voting Stock. A Substantial Shareholder does not include Worthington Ohio, any subsidiary thereof, any employee benefit plan thereof, the trustees of any such plan or any affiliate of Worthington Ohio owning in excess of 10% of the outstanding Worthington Delaware Shares on August 3, 1998.

A "Business Combination" subject to the Supermajority Voting Provisions includes: a merger or consolidation involving Worthington Ohio, or any subsidiary thereof, and a Substantial Shareholder; a sale, lease or other disposition of a "substantial part" of the assets of Worthington Ohio or any subsidiary thereof (that is, assets constituting in excess of 10% of the book value of the total consolidated assets of Worthington Ohio) to a Substantial Shareholder; an issuance of equity securities of Worthington Ohio to a Substantial Shareholder for consideration aggregating $25,000,000 or more; a liquidation or dissolution of Worthington Ohio (if as of the record date for the determination of shareholders entitled to vote with respect thereto, any person is a Substantial Shareholder); and a reclassification or recapitalization of securities (including any reverse stock split) of Worthington Ohio or any subsidiary thereof or a reorganization, in any case having the effect, directly or indirectly, of increasing the percentage interest of a Substantial Shareholder in any class of equity securities of Worthington Ohio or such subsidiary.

A "Continuing Director" is defined as any individual serving as a director of Worthington Ohio on October 13, 1998, or any individual elected or appointed prior to the time the Substantial Shareholder in question acquires such status, or an individual designated as a Continuing Director (prior to his or her initial election or appointment) by three-fourths of the authorized number of directors, but only if a majority thereof then consists of Continuing Directors.

Worthington Ohio has opted out of Section 1701.831 of the Ohio Revised Code (the "Ohio Control Share Acquisition Statute") and Chapter 1704 of the Ohio Revised Code (the "Merger Moratorium Statute").

NOMINATION PROCEDURE; NUMBER OF DIRECTORS; CLASSIFIED BOARD

The Regulations provide that a shareholder nomination for election to the Board of Directors must be made in writing and must be received at the principal executive offices of Worthington Ohio not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors; however, if less than 21

17

days' notice of the meeting is given to the shareholders, such nomination must be so received not later than the close of business on the seventh day following the day on which the notice of the meeting was mailed. The notification must contain the following information to the extent known to the notifying shareholder: (a) the name, age, business address and residence address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of shares of Worthington Ohio beneficially owned by the proposed nominee and by the notifying shareholder; (d) the name and address of the notifying shareholder; and (e) any other information required to be disclosed with respect to a nominee for election as a director in proxy solicitations pursuant to Regulation 14A under the Exchange Act or any successor statute, rule or provision. Nominations which the chairman of the meeting determines are not made in accordance with the Regulations would be disregarded.

Subject to the rights of any holders of Preferred Shares, the number of directors may be determined by the affirmative vote of shareholders holding 75% of the outstanding voting power or by the affirmative vote of a majority of the whole authorized number of directors. The number of directors may not be fewer than three or more than eighteen.

The Board of Directors of Worthington Ohio is divided into three classes. The election of each class of directors constitutes a separate election. Directors serve for terms of three years and until their respective successors are duly elected and qualified, or until their earlier resignation, removal from office or death. As a result of the classification of the Worthington Ohio Board, a minimum of two annual meetings of shareholders will be necessary for a majority of the Board members to stand for election.

ADVANCE NOTIFICATION OF SHAREHOLDER PROPOSALS

The Regulations provide that a shareholder must give advance notice of any proposal relating to business to be conducted at a meeting. To be timely, a shareholder's notice must be received at the principal executive offices of Worthington Ohio not less than 30 days prior to the meeting; however, if less than 40 days' notice of the meeting is given or made to the shareholders, such notice must be received no later than the close of business on the tenth day following the day on which the notice of the meeting was mailed. The shareholder's notice must set forth in writing as to each matter the shareholder proposes to bring before the meeting: (1) a brief description of the business to be brought before the meeting and the reasons for conducting such business at the meeting; (2) the name and address, as they appear on Worthington Ohio's books, of the shareholder of record proposing such business; (3) the class and number of shares of Worthington Ohio that are beneficially owned by such shareholder; and (4) any material interest of the shareholder in such proposal. A shareholder will also be required to comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder governing shareholder proposals. The determination as to whether the notice provisions have been met will be made by the chairman of the

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meeting. This provision applies only to new business and not to other reports of officers, directors or committees of the Board of Directors.

REMOVAL OF DIRECTORS AND FILLING OF VACANCIES

Subject to the rights of holders of Preferred Shares, a director may be removed from office, with or without cause, by the affirmative vote of the holders of 75% of the outstanding Voting Stock or for cause, by the affirmative vote of three-fourths of the directors then in office. Subject to the rights of holders of Preferred Shares, vacancies in the Board of Directors and any newly-created directorships resulting from any increase in the number of directors may be filled by the affirmative vote of a majority of the directors then in office.

PRE-EMPTIVE RIGHTS

Shareholders of Worthington Ohio do not have pre-emptive rights.

REPURCHASES

Worthington Ohio has the right to repurchase, if and when any shareholder desires to sell, or on the happening of any event is required to sell, shares previously issued. However, Worthington Ohio may not repurchase shares if immediately thereafter its assets would be less than its liabilities plus its stated capital, if any, or if Worthington Ohio is insolvent or would be rendered insolvent by such a purchase.

DIVIDEND RIGHTS

Worthington Ohio may pay dividends in an amount which does not exceed the combination of the surplus of Worthington Ohio and the difference between
(a) the reduction in surplus that results from the immediate recognition of the transition obligation under Statement of Financial Accounting Standards No. 106 ("SFAS No. 106") issued by the Financial Accounting Standards Board and (b) the aggregate amount of the transition obligation that would have been recognized as of the date of the declaration of a dividend or distribution if Worthington Ohio had elected to amortize its recognition of the transition obligation under SFAS No. 106. No dividend may be paid to the holders of Common Shares in violation of the rights of holders of Preferred Shares or when Worthington Ohio is insolvent or there is reasonable ground to believe that by such payment it would be rendered insolvent. Worthington Ohio must notify its shareholders if a dividend is paid out of capital surplus.

LIQUIDATION RIGHTS

In the event of any dissolution, liquidation or winding up of the affairs of Worthington Ohio, the holders of Worthington Ohio Common Shares will be entitled, after payment or provision for payment in full of the debts and other liabilities of Worthington Ohio and the amounts to which the holders of Preferred Shares would be entitled, to share ratably in the remaining assets of Worthington Ohio available for distribution to its shareholders to the exclusion of the Preferred Shares (unless otherwise provided by the Board of Directors in any resolution providing for the issue of a series of Class A Preferred Shares or of Class B Preferred Shares).

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

A. Exhibits.

Exhibit 2         Agreement of Merger, dated as of August
                  20, 1998, between Worthington Industries,
                  Inc., the Delaware corporation and
                  Worthington Industries, Inc., the Ohio
                  corporation


Exhibit 3(a)      Amended Articles of Incorporation


Exhibit 3(b)      Code of Regulations


Exhibit 27        Financial Data Schedule

B. Reports on Form 8-K. There were no reports on Form 8-K during the three months ended August 31, 1998.

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 thereunto duly authorized.

WORTHINGTON INDUSTRIES, INC.

Date: October 14, 1998                    By:/s/ JOHN P. MCCONNELL
      ----------------                       -----------------------
                                               John P. McConnell
                                               Chairman & CEO


                                          By:/s/ MICHAEL R. SAYRE
                                             -----------------------
                                               Michael R. Sayre
                                               Controller

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Exhibit 2

AGREEMENT OF MERGER


AGREEMENT OF MERGER

AGREEMENT OF MERGER ("Merger Agreement"), dated as of August 20, 1998, by and between WORTHINGTON INDUSTRIES, INC., a Delaware corporation ("WII DELAWARE"), and WORTHINGTON INDUSTRIES, INC., an Ohio corporation ("WII OHIO"). WII DELAWARE and WII OHIO are hereinafter sometimes collectively referred to as the "Constituent Corporations."

WITNESSETH:

WHEREAS, the authorized capital stock of WII OHIO consists of 150,000,000 Common Shares, each without par value, 1,000 of which are issued and outstanding and owned by WII DELAWARE; 500,000 Class A Preferred Shares, each without par value, none of which have been issued; and 500,000 Class B Preferred Shares, each without par value, none of which have been issued; and

WHEREAS, WII DELAWARE, as the sole shareholder of WII OHIO, desires to effect a merger of WII DELAWARE with and into WII OHIO pursuant to the provisions of the General Corporation Law of the State of Delaware (the "DGCL") and the General Corporation Law of the State of Ohio (the "OGCL"); and

WHEREAS, the respective Boards of Directors of WII DELAWARE and WII OHIO have determined that it is advisable and in the best interest of each of such corporations that WII DELAWARE merge with and into WII OHIO upon the terms and subject to the conditions herein provided; and

WHEREAS, the Board of Directors of WII OHIO has, by resolution duly adopted, approved this Merger Agreement and directed that it be executed by the undersigned officers; and

WHEREAS, the Board of Directors of WII DELAWARE has, by resolution duly adopted, approved this Merger Agreement and directed that it be executed by the undersigned officers and that it be submitted to a vote of the stockholders of WII DELAWARE;

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties agree that WII DELAWARE shall be merged with and into WII OHIO and that the terms and conditions of the merger, the mode of carrying the merger into effect, the manner of converting the shares of the Constituent Corporations and certain other provisions relating thereto shall be as hereinafter set forth.

ARTICLE I

THE MERGER

SECTION 1.01. SURVIVING CORPORATION. Subject to the terms and provisions of this Merger Agreement, and in accordance with the DGCL and the OGCL, at the Effective Time (as defined in Section 1.07 hereof), WII DELAWARE shall be merged with and into WII OHIO (the "Merger"). WII OHIO shall be the surviving corporation (hereinafter sometimes called the "Surviving Corporation") of the Merger and shall continue its corporate existence under the laws of the State of Ohio. At the Effective Time, the separate corporate existence of WII DELAWARE shall cease.

SECTION 1.02. EFFECTS OF THE MERGER. At the Effective Time, the Merger shall have the effects provided for herein and in Section 1701.82 of the OGCL and Section 259 of the DGCL.

SECTION 1.03. ARTICLES OF INCORPORATION. As of the Effective Time, the Articles of Incorporation of WII OHIO, as in effect immediately prior to the Effective Time, shall be amended and replaced in their entirety by the Amended Articles of Incorporation attached hereto as Annex I, which Amended Articles of Incorporation shall become, at the Effective Time, the articles of incorporation of the Surviving Corporation until thereafter duly amended in accordance with the provisions thereof and applicable law.

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SECTION 1.04. REGULATIONS. As of the Effective Time, the Regulations of WII OHIO, as in effect immediately prior to the Effective Time, shall be the regulations of the Surviving Corporation until thereafter duly amended in accordance with the provisions thereof, the articles of incorporation of the Surviving Corporation and applicable law.

SECTION 1.05. DIRECTORS OF THE SURVIVING CORPORATION. At and after the Effective Time and until changed in the manner provided in the regulations or the articles of incorporation of the Surviving Corporation or as otherwise provided by law, the number of directors of the Surviving Corporation shall be the number of directors of WII DELAWARE immediately prior to the Effective Time. At the Effective Time, each person who is a director of WII DELAWARE immediately prior to the Effective Time shall become a director of the Surviving Corporation and each such person shall serve as a director of the Surviving Corporation for the balance of the term for which such person was elected a director of WII DELAWARE and until his or her successor is duly elected and qualified in the manner provided in the regulations or the articles of incorporation of the Surviving Corporation or as otherwise provided by law or until his or her earlier death, resignation or removal in the manner provided in the regulations or the articles of incorporation of the Surviving Corporation or as otherwise provided by law.

SECTION 1.06. OFFICERS OF THE SURVIVING CORPORATION. At the Effective Time, each person who is an officer of WII DELAWARE immediately prior to the Effective Time shall become an officer of the Surviving Corporation with each such person to hold the same office in the Surviving Corporation, in accordance with the regulations thereof, as he or she held in WII DELAWARE immediately prior to the Effective Time.

SECTION 1.07. EFFECTIVE TIME. The Merger shall become effective in accordance with the provisions of Section 1701.81 of the OGCL and Sections 252, 253 and 103 of the DGCL, upon the later to occur of (a) completion of the filing of a certificate of merger with the Secretary of State of the State of Ohio, and
(b) completion of the filing of a certificate of merger with the Secretary of State of the State of Delaware. The date and time when the Merger shall become effective is herein referred to as the "Effective Time."

SECTION 1.08. CUMULATIVE VOTING. At and after the Effective Time, no holder of shares of WII OHIO shall be entitled to vote cumulatively in the election of directors.

SECTION 1.09. ADDITIONAL ACTIONS. If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable
(a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of WII DELAWARE acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Merger Agreement, WII DELAWARE and its proper officers and directors shall be deemed to have granted hereby to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary and proper to vest, perfect or confirm title to and the possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Merger Agreement; and the proper officers and directors of the Surviving Corporation are hereby fully authorized in the name of WII DELAWARE or otherwise to take any and all such action.

ARTICLE II

MANNER, BASIS AND EFFECT OF CONVERTING SHARES

SECTION 2.01. CONVERSION OF SHARES. At the Effective Time:

(a) Each share of Common Stock, par value $0.01 per share (the "WII Delaware Shares"), of WII Delaware issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be

3

converted into one fully paid and nonassessable Common Share, without par value (the "WII Ohio Common Shares"), of WII OHIO; and

(b) Each WII Delaware Share held in the treasury of WII DELAWARE immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of WII DELAWARE, be converted into one fully paid and nonassessable WII Ohio Common Share and shall be held in the treasury of the Surviving Corporation; and

(c) Each WII Ohio Common Share, issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and retired and shall cease to exist, and shall not be converted into shares of the Surviving Corporation or the right to receive cash or any other property.

SECTION 2.02. EFFECT OF CONVERSION. At and after the Effective Time, each share certificate which immediately prior to the Effective Time represented outstanding WII Delaware Shares (a "Delaware Certificate") shall be deemed for all purposes to evidence ownership of, and to represent, the number of WII Ohio Common Shares into which the WII Delaware Shares represented by such Delaware Certificate immediately prior to the Effective Time have been converted pursuant to Section 2.01 hereof. The registered holder of any Delaware Certificate outstanding immediately prior to the Effective Time, as such holder appears in the books and records of WII DELAWARE or its transfer agent immediately prior to the Effective Time, shall, until such Delaware Certificate is surrendered for transfer or exchange, have and be entitled to exercise any voting and other rights with respect to and to receive any dividends or other distributions on the WII Ohio Common Shares into which the WII Delaware Shares represented by any such Delaware Certificate have been converted pursuant to Section 2.01 hereof.

SECTION 2.03. EXCHANGE OF CERTIFICATES. Each holder of a Delaware Certificate shall, upon the surrender of such Delaware Certificate to WII Ohio or its transfer agent for cancellation after the Effective Time, be entitled to receive from WII OHIO or its transfer agent a certificate (an "Ohio Certificate") representing the number of WII Ohio Common Shares into which the WII Delaware Shares represented by such Delaware Certificate have been converted pursuant to Section 2.01 hereof. If any such Ohio Certificate is to be issued in a name other than that in which the Delaware Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Delaware Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall either pay any transfer or other taxes required by reason of the issuance of the Ohio Certificate in a name other than that of the registered holder of the Delaware Certificate surrendered, or establish to the satisfaction of WII OHIO or its transfer agent that such tax has been paid or is not applicable.

SECTION 2.04. STOCK PLANS.

(a) Each option to purchase WII Delaware Shares granted under the Worthington Industries, Inc. Amended 1980 Stock Option Plan, as amended (the "1980 Plan"), the Worthington Industries, Inc. 1990 Stock Option Plan (the "1990 Plan") or the Worthington Industries, Inc. 1997 Long-Term Incentive Plan (the "1997 Plan") which is outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder of any such option, be converted into and become an option to purchase the same number of WII Ohio Common Shares as the number of WII Delaware Shares which were subject to such option immediately prior to the Effective Time at the same option price per share and upon the same terms and subject to the same conditions as are in effect at the Effective Time. The Surviving Corporation shall reserve for purposes of the 1980 Plan, the 1990 Plan and the 1997 Plan a number of WII Ohio Common Shares equal to the number of WII Delaware Shares reserved by WII DELAWARE for issuance under the 1980 Plan, the 1990 Plan and the 1997 Plan as of the Effective Time. As of the Effective Time, WII OHIO hereby assumes the 1980 Plan, the 1990 Plan and the 1997 Plan and all obligations of WII DELAWARE under the 1980 Plan, the 1990 Plan and the 1997 Plan including the outstanding options and other awards granted pursuant thereto.

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(b) The Worthington Industries, Inc. Deferred Profit Sharing Plan (the "Profit Sharing Plan") shall become an identical plan of the Surviving Corporation at the Effective Time, automatically and without further act of either of the Constituent Corporations or any participant thereunder, and each person who is a participant under the Profit Sharing Plan shall thereafter continue to participate thereunder upon identical terms and conditions; provided, however, that at and after the Effective Time, each right to acquire WII Delaware Shares shall thereafter be a right to acquire WII Ohio Common Shares.

SECTION 2.05. INDENTURE. As of the Effective Time, WII OHIO hereby assumes all of the obligations of WII DELAWARE under the Indenture, dated as of May 15, 1996, as supplemented, of WII DELAWARE to PNC Bank, Ohio, National Association, as Trustee, and the Notes issued thereunder.

SECTION 2.06. DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN. As of the Effective Time, WII OHIO hereby assumes all of the obligations of WII DELAWARE under the Worthington Industries, Inc. Dividend Reinvestment and Stock Purchase Plan.

ARTICLE III

APPROVAL; AMENDMENT; TERMINATION; MISCELLANEOUS

SECTION 3.01. APPROVAL. This Merger Agreement shall be submitted for approval by the stockholders of WII DELAWARE at a meeting of such stockholders.

SECTION 3.02. AMENDMENT. Subject to applicable law, this Merger Agreement may be amended, modified or supplemented by written agreement of the Constituent Corporations, after authorization of such action by the Boards of Directors of the Constituent Corporations, at any time prior to the filing of certificates of merger, as contemplated by Section 1.07 of this Merger Agreement, with the Secretary of State of the State of Delaware and with the Secretary of State of the State of Ohio, except that after the approval contemplated by Section 3.01 hereof, there shall be no amendments that would (a) alter or change the amount or kind of shares or other property to be received by the holders of any class or series of shares of either of the Constituent Corporations in the Merger, (b) alter or change any term of the Amended Articles of Incorporation or Regulations of WII OHIO, or (c) alter or change any of the terms and conditions of this Merger Agreement if such alteration or change would adversely affect the holders of any class or series of shares of either of the Constituent Corporations.

SECTION 3.03. ABANDONMENT. At any time prior to the filing of certificates of merger, as contemplated by Section 1.07 of this Merger Agreement, with the Secretary of State of the State of Delaware and with the Secretary of State of the State of Ohio, this Merger Agreement may be terminated and the Merger may be abandoned by the Board of Directors of either WII OHIO or WII DELAWARE, or both, notwithstanding approval of this Merger Agreement by the stockholders of WII DELAWARE.

SECTION 3.04. COUNTERPARTS. This Merger Agreement may be executed in one or more counterparts, each of which shall be deemed to be a duplicate original, but all of which, taken together, shall be deemed to constitute a single instrument.

SECTION 3.05. DESIGNATED AGENT IN DELAWARE. The Surviving Corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of WII DELAWARE, as well as for enforcement of any obligation of the Surviving Corporation arising from the Merger, and the Surviving Corporation irrevocably appoints the Secretary of State of the State of Delaware as its agent to accept service of process in any such suit or other

5

proceeding; a copy of such process shall be mailed by the Secretary of State of the State of Delaware to:

Dale T. Brinkman, Esq.
1205 Dearborn Drive
Columbus, OH 43085-4769

IN WITNESS WHEREOF, WII DELAWARE and WII OHIO have caused this Merger Agreement to be signed by their respective duly authorized officers as of the date first above written.

                                                         WORTHINGTON INDUSTRIES, INC.,
Attest:                                                  an Ohio corporation

By: /s/ Dale T. Brinkman                                 By: /s/ Donal H. Malenick
  ------------------------------------------------       --------------------------------------------------
   Dale T. Brinkman,
   Assistant Secretary                                   Its: President
                                                         --------------------------------------------------

                                                         WORTHINGTON INDUSTRIES, INC.,
Attest:                                                  a Delaware corporation

By: /s/ Dale T. Brinkman                                 By: /s/ Donal H. Malenick
  ------------------------------------------------       --------------------------------------------------
   Dale T. Brinkman,
   Assistant Secretary                                   Its: President
                                                         --------------------------------------------------

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Exhibit 3a

AMENDED ARTICLES OF INCORPORATION OF
WORTHINGTON INDUSTRIES, INC.


AMENDED ARTICLES OF INCORPORATION

OF

WORTHINGTON INDUSTRIES, INC.

FIRST: The name of the Corporation shall be Worthington Industries, Inc.

SECOND: The place in Ohio where the principal office of the Corporation is to be located is in the City of Columbus, County of Franklin.

THIRD: The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98 of the Ohio Revised Code.

FOURTH: I. Capital Stock. The total number of shares which the Corporation shall have authority to issue is One Hundred Fifty-one Million (151,000,000) shares, of which One Hundred Fifty Million (150,000,000), each without par value, shall be of a class designated "Common Shares," Five Hundred Thousand (500,000), each without par value, shall be of a class designated "Class A Preferred Shares" and Five Hundred Thousand (500,000), each without par value, shall be of a class designated "Class B Preferred Shares." The Class A Preferred Shares and the Class B Preferred Shares are sometimes collectively referred to herein as the "Preferred Shares."

II. Preferred Shares. The Board of Directors is authorized to provide for the issuance from time to time in one or more series of any number of authorized and unissued Class A Preferred Shares and Class B Preferred Shares. Subject to the provisions of this ARTICLE FOURTH and the limitations prescribed by law, the board of directors is expressly authorized to adopt amendments to these Amended Articles of Incorporation in respect of any unissued or treasury Class A Preferred Shares and Class B Preferred Shares and thereby establish or change the number of shares to be included in each such series and to fix the designation and relative rights, preferences, qualifications and limitations or restrictions of the shares of each such series. The authority of the board of directors with respect to each series shall include, but not be limited to, determination of the following:

A. The distinctive designation of such series and the number of shares which shall constitute such series;

B. The rate of dividends payable on shares of such series, the conditions upon which such dividends shall be payable (including whether they shall be payable in preference to, or in another relation to, the dividends payable on any other class or classes or series of shares) and the date from which dividends shall be cumulative in the event the board of directors determines that dividends shall be cumulative;

C. Whether such series shall have conversion privileges and, if so, the terms and conditions of such conversion, including, but not limited to, provision for adjustment of the conversion rate upon such events and in such manner as the board of directors shall determine;

D. Whether or not the shares of such series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

E. Whether such series shall have a sinking fund for the redemption or purchase of shares of that series and, if so, the terms and amounts of such sinking fund;

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F. The rights of the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment in respect of shares of that series; and

G. Any other relative rights, preferences and limitations of such series which shall not be inconsistent with this ARTICLE FOURTH.

Subject to the provisions of any applicable law, the holders of outstanding Class A Preferred Shares and the holders of outstanding Class B Preferred Shares shall possess voting power for the election of directors and for all other purposes, each holder of record of Class A Preferred Shares being entitled to one vote for each Class A Preferred Share standing in the name of such shareholder on the books of the Corporation and each holder of record of Class B Preferred Shares being entitled to ten votes for each Class B Preferred Share standing in the name of such shareholder on the books of the Corporation.

III. Common Shares. The board of directors of the Corporation is authorized, subject to limitations prescribed by law and the provisions of this ARTICLE FOURTH, to provide for the issuance from time to time of any number of authorized and unissued Common Shares, and shall determine the terms under which and the consideration for which the Corporation shall issue its Common Shares.

A. Subject to the provisions of any applicable law, at every meeting of the shareholders, each holder of Common Shares shall be entitled to one vote, in person or by proxy, for each Common Share standing in the name of such shareholder on the books of the Corporation, on each matter on which the Common Shares are entitled to vote.

B. Subject to the rights of holders of the Preferred Shares, the holders of the Common Shares shall be entitled to receive, when and as declared by the board of directors, out of the assets of the Corporation which are by law available therefor, dividends payable in cash, in property, or in shares and the holders of the Preferred Shares shall not be entitled to participate in any such dividends (unless otherwise provided by the board of directors in any resolution providing for the issue of a series of Class A Preferred Shares or of Class B Preferred Shares).

C. In the event of any dissolution, liquidation or winding up of the affairs of the Corporation, either voluntarily or involuntarily, the holders of the Common Shares shall be entitled, after payment or provision for payment in full of the debts and other liabilities of the Corporation and the amounts to which the holders of the Preferred Shares shall be entitled, to share ratably in the remaining assets of the Corporation available for distribution to its shareholders to the exclusion of the Preferred Shares (unless otherwise provided by the board of directors in any resolution providing for the issue of a series of Class A Preferred Shares or of Class B Preferred Shares). Neither the merger or consolidation of the Corporation, nor the sale, lease or conveyance of all or part of its assets, shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation within the meaning of this Subparagraph III(C).

IV. No Pre-emptive Rights. No holder of shares of this Corporation of any class shall have, as such, as a matter of right, the pre-emptive right to subscribe for or purchase any part of any new or additional issue of shares of any class whatsoever, or of securities or other obligations convertible into or exchangeable for any shares of any class whatsoever or which by warrants or otherwise entitle the holders thereof to subscribe for or purchase any shares of any class whatsoever, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend.

FIFTH: The directors of the Corporation shall have the power to cause the Corporation from time to time and at any time to purchase, hold, sell, transfer or otherwise deal with (A) shares of any class or series issued by it, (B) any security or other obligation of the

3

Corporation which may confer upon the holder thereof the right to convert the same into shares of any class or series authorized by the articles of the Corporation, and (C) any security or other obligation which may confer upon the holder thereof the right to purchase shares of any class or series authorized by the articles of the Corporation. The Corporation shall have the right to repurchase, if and when any shareholder desires to sell, or on the happening of any event is required to sell, shares of any class or series issued by the Corporation. The authority granted in this ARTICLE FIFTH of these Amended Articles of Incorporation shall not limit the plenary authority of the directors to purchase, hold, sell, transfer or otherwise deal with shares of any class or series, securities or other obligations issued by the Corporation or authorized by its articles.

SIXTH: All of the authority of the Corporation shall be exercised by or under the direction of the board of directors except as otherwise provided in these Amended Articles of Incorporation or the Regulations of the Corporation or required by law. For the management of the business and for the conduct of the affairs of the Corporation, and in further creation, definition, limitation and regulation of the power of the Corporation and of its directors and of its shareholders, it is further provided as follows:

I. Elections of directors need not be by written ballot unless the Regulations of the Corporation shall so provide.

II. Subject to the rights of the holders of any class or series of shares of the Corporation having a preference over the Common Shares as to dividends or upon liquidation to elect additional directors under specific circumstances, the number of directors of the Corporation shall be fixed from time to time by or in accordance with the provisions of the Regulations of the Corporation. The directors, other than those who may be elected by the holders of any class or series of shares of capital stock having preference over the Common Shares as to dividends or upon liquidation, shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible, as shall be provided in the manner specified in the Regulations of the Corporation, one class to hold office initially for a term expiring at the annual meeting of shareholders to be held in 1999, another class to hold office initially for a term expiring at the annual meeting of shareholders to be held in 2000, and another class to hold office initially for a term expiring at the annual meeting of shareholders to be held in 2001, with the members of each class to hold office until their successors are duly elected and qualified. At each annual meeting of the shareholders of the Corporation, the successors to the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election.

III. Advance notice of nominations for the election of directors, other than by the board of directors or a committee thereof, shall be given in the manner provided in the Regulations of the Corporation.

IV. Subject to the rights of the holders of any class or series of shares of capital stock of the Corporation having a preference over the Common Shares as to dividends or upon liquidation to elect directors under specified circumstances, newly created directorships resulting from any increase in the number of directors and any vacancies on the board of directors resulting from death, resignation, disqualification, removal or other cause may be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the board of directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified. No reduction in the number of directors constituting the board of directors shall shorten the term of any incumbent director.

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V. Subject to the rights of the holders of any class or series of shares of capital stock of the Corporation having a preference over the Common Shares as to dividends or upon liquidation to elect directors under specified circumstances, (i) any director, or the entire board of directors, may be removed from office, with or without cause, but only by the affirmative vote of the holders of record of outstanding shares representing at least 75% of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock (as defined in ARTICLE SEVENTH hereof), voting together as a single class, and entitled to vote in respect thereof, and (ii) any director may be removed from office, but only for cause, by the affirmative vote of three-fourths (3/4) of the directors then in office.

VI. Any action required or permitted to be taken by the shareholders of the Corporation must be effected at a duly called annual or special meeting of such shareholders and may not be effected by any consent in writing by such shareholders.

SEVENTH: I. Capitalized terms used herein are defined in Paragraph IV
of this ARTICLE SEVENTH.

II. In addition to any affirmative vote required by law or under any other provision of these Amended Articles of Incorporation or the Regulations of the Corporation or otherwise, and except as otherwise expressly provided in this Article SEVENTH:

A. any merger or consolidation of this Corporation or any Subsidiary with or into (i) any Substantial Shareholder or (ii) any other corporation (whether or not itself a Substantial Shareholder) which, after such merger or consolidation, would be an Affiliate of a Substantial Shareholder, or

B. any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Substantial Shareholder of any Substantial Part of the assets of this Corporation or of any Subsidiary, or

C. the issuance or transfer by this Corporation or by any Subsidiary (in one transaction or a series of related transactions) of any Equity Securities of this Corporation or any Subsidiary to any Substantial Shareholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $25,000,000 or more, or

D. the adoption of any plan or proposal for the liquidation or dissolution of this Corporation if, as of the record date for the determination of shareholders entitled to notice thereof and to vote thereon, any person shall be a Substantial Shareholder, or

E. any reclassification of securities (including any reverse stock split) or recapitalization of this Corporation, or any reorganization, merger or consolidation of this Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving a Substantial Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding securities of any class of Equity Securities of this Corporation or any Subsidiary which is directly or indirectly Beneficially Owned by any Substantial Shareholder,

shall (except as otherwise expressly provided in these Amended Articles of Incorporation) require the affirmative vote of the holders of not less than 75% of the votes entitled to be cast by all holders of all then outstanding shares of Voting Stock; provided that such affirmative vote must include the affirmative vote of the holders of shares of Voting Stock entitled to cast a majority of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock not beneficially owned by the Substantial Shareholder in question. Each such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that some lesser percentage may be specified, by law or in any agreement with The Nasdaq Stock Market or any national securities exchange or otherwise.

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III. The provisions of this ARTICLE SEVENTH shall not be applicable to any Business Combination, the terms of which shall be approved, either in advance of or subsequent to a Substantial Shareholder having become a Substantial Shareholder, by three-fourths (3/4) of the Whole Board, but only if a majority of the members of the board of directors in office and acting upon such matter shall be Continuing Directors.

IV. For the purpose of this ARTICLE SEVENTH:

A. A "Person" shall mean any individual, firm, corporation or other entity.

B. The term "Business Combination" as used in this ARTICLE SEVENTH shall mean any transaction which is described in any one or more of Subparagraphs (A) through (E) of Paragraph II of this ARTICLE SEVENTH.

C. "Substantial Shareholder" shall mean any Person who or which, as of the record date for the determination of shareholders entitled to notice of and to vote on any Business Combination, or immediately prior to the consummation of any such Business Combination:

(1) is the Beneficial Owner, directly or indirectly, of more than fifteen percent (15%) of the shares of Voting Stock (determined solely on the basis of the total number of shares of Voting Stock so Beneficially Owned (and without giving effect to the number or percentage of votes entitled to be cast in respect of such shares) in relation to the total number of shares of Voting Stock then issued and outstanding), or

(2) is an Affiliate of this Corporation and at any time within three years prior thereto was the Beneficial Owner, directly or indirectly, of more than fifteen percent (15%) of the then outstanding Voting Stock (determined as aforesaid), or

(3) is an assignee of or has otherwise succeeded to any shares of this Corporation which were at any time within three years prior thereto Beneficially Owned by any Substantial Shareholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933, as amended.

Notwithstanding the foregoing, a Substantial Shareholder shall not include (i) this Corporation or any Subsidiary, (ii) any profit-sharing, employee stock ownership or other employee benefit plan of this Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan when acting in such capacity, or (iii) Persons who, on August 3, 1998 are Affiliates of this Corporation owning in excess of ten percent (10%) of the outstanding shares of Common Stock of its parent corporation, Worthington Industries, Inc., a Delaware corporation, and the respective successors, executors, legal representatives, heirs and legal assigns (provided that any such legal assign is such an Affiliate immediately prior to assignment, transfer or other disposition to such assign) of such Person.

D. "Beneficial Ownership" shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (or any successor rule or statutory provision) or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or statutory provision thereto, pursuant to said Rule 13d-3 as in effect on August 3, 1998; provided, however, that a Person shall, in any event, also be deemed to be the "Beneficial Owner" of any shares of Voting Stock:

(1) which such Person or any of its Affiliates or Associates beneficially own, directly or indirectly, or

(2) which such Person or any of its Affiliates or Associates has
(i) the right to acquire (whether such right is exercisable immediately or only after the passage of

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time), pursuant to any agreement, arrangement or understanding (but shall not be deemed to be the beneficial owner of any shares of Voting Stock solely by reason of an agreement, arrangement or understanding with this Corporation to effect a Business Combination) or upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise, or (ii) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any shares of Voting Stock solely by reason of a revocable proxy granted for a particular meeting of shareholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such Person nor any such Affiliate or Associate is otherwise deemed the beneficial owner), or

(3) which are beneficially owned, directly or indirectly, by any other Person with which such first mentioned Person or any of its Affiliates or Associates acts as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of this Corporation; and provided further, however, that (i) no director or officer of this Corporation, nor any Associate or Affiliate of any such director or officer, shall, solely by reason of any or all such directors and officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any shares of Voting Stock beneficially owned by any other such director or officer (or any Associate or Affiliate thereof), and (ii) no employee stock ownership or similar plan of this Corporation or any Subsidiary nor any trustee with respect thereto, nor any Associate or Affiliate of any such trustee, shall, solely by reason of such capacity of such trustee, be deemed for any purposes hereof, to beneficially own any shares of Voting Stock held under any such plan.

E. For purposes of computing the percentage Beneficial Ownership of shares of Voting Stock of a Person in order to determine whether such Person is a Substantial Shareholder, the outstanding shares of Voting Stock shall include shares deemed owned by such Person through application of Subparagraph (D) of this Paragraph IV but shall not include any other shares of Voting Stock which may be issuable by this Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise. For all other purposes, the outstanding shares of Voting Stock shall include only shares of Voting Stock then outstanding and shall not include any shares of Voting Stock which may be issuable by this Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise.

F. "Continuing Director" shall mean a Person who was a member of the board of directors of the Corporation as of the effective date of the merger of Worthington Industries, Inc., a Delaware corporation, with and into this Corporation, or thereafter elected by the shareholders or appointed by the board of directors of this Corporation prior to the date of which the Substantial Shareholder in question became a Substantial Shareholder, or a Person designated (before his initial election or appointment as a director) as a Continuing Director by three-fourths (3/4) of the Whole Board, but only if a majority of the Whole Board shall then consist of Continuing Directors.

G. "Whole Board" shall mean the total number of directors which this Corporation would have if there were no vacancies.

H. An "Affiliate" of a specified Person is a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. The term "Associate" used to indicate a relationship with any Person shall mean (i) any corporation or organization (other than this Corporation or a Subsidiary) of which such Person is an officer or partner or is, directly or indirectly, the

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beneficial owner of ten percent (10%) or more of any class of Equity Securities, (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person, or is an officer or director of any corporation controlling or controlled by such Person.

I. "Subsidiary" shall mean any corporation of which a majority of any class of Equity Security is owned, directly or indirectly, by this Corporation; provided, however, that for the purposes of the definition of Substantial Shareholder set forth in Subparagraph (C) of this Paragraph IV, the term "Subsidiary" shall mean only a corporation of which a majority of each class of Equity Security is owned, directly or indirectly, by this Corporation.

J. "Substantial Part" shall mean assets having a book value
(determined in accordance with generally accepted accounting principles) in excess of ten percent (10%) of the book value (determined in accordance with generally accepted accounting principles) of the total consolidated assets of this Corporation, at the end of its most recent fiscal year ending prior to the time the determination is made.

K. "Voting Stock" shall mean any shares of capital stock of this Corporation entitled to vote generally in the election of directors.

L. "Equity Security" shall have the meaning given to such term under Rule 3a11-1 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as in effect on August 3, 1998.

V. A majority of the Continuing Directors then in office shall have the power to determine for the purposes of this ARTICLE SEVENTH, on the basis of information known to them (i) the number of shares of Voting Stock Beneficially Owned by any Person, (ii) whether a Person is an Affiliate or Associate of another, (iii) whether the assets subject to any Business Combination constitute a Substantial Part of the assets of the corporation in question, and/or (iv) any other factual matter relating to the applicability or effect of this ARTICLE SEVENTH.

VI. A majority of the Continuing Directors then in office shall have the right to demand that any Person who is reasonably believed to be a Substantial Shareholder (or holder of record shares of Voting Stock Beneficially Owned by any Substantial Shareholder) supply this Corporation with complete information as to (i) the record owner(s) of all shares Beneficially Owned by such Person who is reasonably believed to be a Substantial Shareholder, (ii) the number of, and class or series of, shares Beneficially Owned by such Person who it is reasonably believed is a Substantial Shareholder and held of record by each such record owner and the number(s) of the share certificate(s) evidencing such shares, and (iii) any other factual matter relating to the applicability or effect of this ARTICLE SEVENTH, as may be reasonably requested of such Person, and such Person shall furnish such information within 10 days after receipt of such demand.

VII. Any determinations made by the board of directors, or by the Continuing Directors, as the case may be, pursuant to this ARTICLE SEVENTH in good faith and on the basis of such information and assistance as was then reasonably available for such purpose shall be conclusive and binding upon this Corporation and its shareholders, including any Substantial Shareholder.

VIII. Nothing contained in this ARTICLE SEVENTH shall be construed to relieve any Substantial Shareholder from any fiduciary obligation imposed by law.

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EIGHTH: The board of directors of the Corporation, when evaluating any offer of another party to (1) make a tender or exchange offer for any Equity Security of the Corporation, (2) merge or consolidate the Corporation with another corporation, or (3) purchase or otherwise acquire all or substantially all of the properties and assets of the Corporation, shall in connection with the exercise of its judgment in determining what is in the best interests of the Corporation and its shareholders, give due consideration to all relevant factors, including without limitation the social and economic effects on the employees, customers, suppliers and other constituents of the Corporation and its subsidiaries and on the communities in which the Corporation and its subsidiaries operate or are located and any other factors which the board of directors may consider under Ohio law.

NINTH: I. Notwithstanding any other provisions of these Articles of Incorporation or the Regulations of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law or in any agreement with The Nasdaq Stock Market or any national securities exchange or in any other provision of these Amended Articles of Incorporation or the Regulations of the Corporation), the affirmative vote of the holders of at least 75% of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock (as that term is defined in ARTICLE SEVENTH hereof), shall be required to amend, alter, change or repeal, or adopt any provisions inconsistent with, ARTICLE SIXTH, EIGHTH, NINTH or TENTH of these Amended Articles of Incorporation, and the affirmative vote of the holders of at least 75% of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock, including the holders of at least a majority of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock of the Corporation not beneficially owned by a Substantial Shareholder (as that term is defined in ARTICLE SEVENTH), shall be required to amend, alter, change or repeal, or adopt any provision inconsistent with, ARTICLE SEVENTH of these Amended Articles of Incorporation.

II. Except as otherwise provided in these Amended Articles of Incorporation, including without limitation Paragraph I of this ARTICLE NINTH, the shareholders of the Corporation may, by the affirmative vote of the holders of at least a majority of the votes entitled to be cast by the holders of all then outstanding shares of the Voting Stock, amend, alter, change or repeal any provision contained in these Amended Articles of Incorporation.

TENTH: Notwithstanding any other provisions of these Amended Articles of Incorporation or the Regulations of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law or in any agreement with The Nasdaq Stock Market or any national securities exchange or any other provision of these Amended Articles of Incorporation or the Regulations of the Corporation), the affirmative vote of the holders of at least 75% of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock (as that term is defined in ARTICLE SEVENTH hereof), shall be required to amend, alter, change or repeal, or adopt any provisions inconsistent with, the Regulations of the Corporation; provided, however, that if such amendment, alteration, change or repeal has been approved by three-fourths (3/4) of the Whole Board (as defined in ARTICLE SEVENTH hereof), the shareholders may, by the affirmative vote of the holders of at least a majority of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock, approve such amendment, alteration, change or repeal. Any amendment to these Amended Articles of Incorporation which shall contravene the Regulations in existence on the record date of the meeting of shareholders at which such amendment is to be voted upon by the shareholders, shall require the affirmative vote of the holders of at least 75% of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock; provided, however, that if such amendment has been approved by three-fourths (3/4) of the Whole Board, the shareholders may approve such amendment to these Amended Articles of Incorporation by the affirmative vote of the holders of at least a majority of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock.

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ELEVENTH: Chapter 1704 of the Ohio Revised Code shall not apply to the Corporation.

TWELFTH: Notwithstanding any provision of the Ohio Revised Code requiring for any purpose the vote, consent, waiver or release of the holders of shares of the Corporation entitling them to exercise two-thirds or any other proportion of the voting power of the Corporation or of any class or classes of shares thereof, such action may be taken by the vote, consent, waiver or release of the holders of shares entitling them to exercise not less than a majority of the voting power of the Corporation or of such class or classes, unless expressly provided otherwise by statute or in these Amended Articles of Incorporation.

THIRTEENTH: Shareholders of the Corporation shall not have the right to vote cumulatively in the election of directors.

FOURTEENTH: These Amended Articles of Incorporation take the place of and supersede the existing Articles of Incorporation.

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Exhibit 3b

REGULATIONS

OF

WORTHINGTON INDUSTRIES, INC.


CODE OF REGULATIONS
OF
WORTHINGTON INDUSTRIES, INC.

ARTICLE ONE

MEETINGS OF SHAREHOLDERS

Section 1.01. ANNUAL MEETINGS. The annual meeting of the shareholders for the election of directors, for the consideration of reports to be laid before such meeting and for the transaction of such other business as may properly come before such meeting, shall be held on such date, at such time and at such place as may be fixed from time to time by the directors.

Section 1.02. CALLING OF MEETINGS. Meetings of the shareholders may be called only by the chairman of the board, the president, or, in case of the president's absence, death or disability, the vice president authorized to exercise the authority of the president; the secretary; the directors by action at a meeting, or a majority of the directors acting without a meeting; or the holders of at least fifty percent (50%) of all shares outstanding and entitled to vote thereat.

Section 1.03. PLACE OF MEETINGS. Meetings of shareholders shall be held at such place as the person or persons calling the meetings shall decide, unless the board of directors decides that a meeting shall be held at some other place and causes the notice thereof to so state.

Section 1.04. NOTICE OF MEETINGS. (A) Written notice stating the time, place and purposes of a meeting of the shareholders shall be given either by personal delivery or by mail not less than seven nor more than sixty days before the date of the meeting, (1) to each shareholder of record entitled to vote at the meeting, (2) by or at the direction of the president or the secretary. If mailed, such notice shall be addressed to the shareholder at his address as it appears on the records of the Corporation. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. In the event of a transfer of shares after the record date for determining the shareholders who are entitled to receive notice of a meeting of shareholders, it shall not be necessary to give notice to the transferee. Nothing herein contained shall prevent the setting of a record date in the manner provided by law, the Articles or the Regulations for the determination of shareholders who are entitled to receive notice of or to vote at any meeting of shareholders or for any purpose required or permitted by law.

(B) Following receipt by the president or the secretary of a request in writing, specifying the purpose or purposes for which the persons properly making such request have called a meeting of the shareholders, delivered either in person or by registered mail to such officer by any persons entitled to call a meeting of shareholders, such officer shall cause to be given to the shareholders entitled thereto notice of a meeting to be held on a date not less than seven nor more than sixty days after the receipt of such request, as such officer may fix. If such notice is not given within fifteen days after the receipt of such request by the president or the secretary, then, and only then, the persons properly calling the meeting may fix the time of meeting and give notice thereof in accordance with the provisions of the Regulations.

Section 1.05. WAIVER OF NOTICE. Notice of the time, place and purpose or purposes of any meeting of shareholders may be waived in writing, either before or after the holding of such meeting, by any shareholder, which writing shall be filed with or entered upon the records of such meeting. The attendance of any shareholder, in person or by proxy, at any such meeting without protesting the lack of proper notice, prior to or at the commencement of the meeting, shall be deemed to be a waiver by such shareholder of notice of such meeting.

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Section 1.06. QUORUM. A meeting of the shareholders duly called shall not be organized for the transaction of business unless a quorum is present. Except as otherwise expressly provided by law, the Articles or the Regulations, (A) at any meeting called by the board of directors, the presence in person or by proxy of holders of record of voting shares entitling them to exercise at least one-third of the voting power of the Corporation shall constitute a quorum for such meeting and (B) at any meeting called other than by the Board of Directors, the presence in person or proxy of holders of record of voting shares of the Corporation entitling them to exercise at least a majority of the voting power of the Corporation shall constitute a quorum for such meeting. The shareholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, or the chairman of the board, the president, or the officer of the Corporation acting as chairman of the meeting, may adjourn such meeting from time to time to such time (not more than 30 days after the previously adjourned meeting) and place as they (or he) may determine, without notice other than by announcement at the meeting of the time and place of the adjourned meeting, and if a quorum is present at such adjourned meeting, any business may be transacted as if the meeting had been held as originally called.

Section 1.07. VOTES REQUIRED. At all elections of directors, the candidates receiving the greatest number of votes shall be elected. Except as otherwise required by law, the Articles or the Regulations, any other matter submitted to the shareholders for their vote shall be decided by the vote of the holders of a majority of the votes entitled to be cast by the holders of all then outstanding voting shares, present in person or by proxy, and entitled to vote with respect to such matter provided a quorum is present.

Section 1.08. NOTICE AND ORDER OF BUSINESS; PROCEDURE. (A) At any meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting (1) by or at the direction of the board of directors or (2) by any shareholder of the Corporation who is a shareholder of record at the time of giving of the notice provided for in this Subsection 1.08(A), who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this Subsection 1.08(A). For business to be properly brought before a shareholder meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 30 days prior to the meeting; provided, however, that in the event that less than 40 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be received no later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. A shareholder's notice to the secretary shall set forth as to each matter the shareholder proposes to bring before the meeting (1) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (2) the name and address, as they appear on the Corporation's books, of the shareholder proposing such business, (3) the class and number of shares of the Corporation which are beneficially owned by the shareholder and (4) any material interest of the shareholder in such business. Notwithstanding anything in the Regulations to the contrary, no business shall be conducted at a shareholder meeting except in accordance with the procedures set forth in this Subsection 1.08(A). The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of the Regulations, and if he shall so determine, he shall so declare to the meeting and any business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Subsection 1.08(A), a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, and the rules and regulations thereunder, with respect to the matters set forth in this Subsection 1.08(A).

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(B) The order of business at any meeting of shareholders and all matters relating to the manner of conducting the meeting shall be determined by the officer of the Corporation acting as chairman of such meeting unless otherwise determined by a vote of the holders of a majority of the voting shares of the Corporation then outstanding, present in person or by proxy, and entitled to vote at such meeting. Meetings shall be conducted in a manner designed to accomplish the business of the meeting in a prompt and orderly fashion and to be fair and equitable to all shareholders, but it shall not be necessary to follow any manual of parliamentary procedure.

Section 1.09. SHAREHOLDERS ENTITLED TO VOTE. Each shareholder of record on the books of the Corporation on the record date for determining the shareholders who are entitled to vote at a meeting of shareholders shall be entitled at such meeting to vote each share of the Corporation standing in his name on the books of the Corporation on such record date. The directors may fix a record date for the determination of the shareholders who are entitled to receive notice of and to vote at a meeting of shareholders, which record date shall not be a date earlier than the date on which the record date is fixed and which record date may be a maximum of sixty days preceding the date of the meeting of shareholders. The record date for the purpose of determining the shareholders who are entitled to receive notice of and vote at a meeting of the shareholders shall continue to be the record date for all adjournments of such meeting, unless the directors or the persons who fixed the original record date fix another date. Anything contained in these Regulations or elsewhere to the contrary, unless otherwise authorized by law, the Corporation may not directly or indirectly vote any shares issued by it and such shares shall not be considered as outstanding for the purpose of computing the voting power of the Corporation or of shares of any class.

Section 1.10. PROXIES. At meetings of the shareholders, any shareholder of record entitled to vote thereat may be represented and may vote by a proxy or proxies appointed by an instrument in writing signed by such shareholder, but such instrument shall be filed with the secretary of the meeting before the person holding such proxy shall be allowed to vote thereunder. No proxy shall be valid after the expiration of eleven months after the date of its execution, unless the shareholder executing it shall have specified therein the length of time it is to continue in force.

Section 1.11. INSPECTORS OF ELECTION. In advance of any meeting of shareholders, the directors may appoint inspectors of election to act at such meeting or any adjournment thereof; if inspectors are not so appointed, the officer of the Corporation acting as chairman of any such meeting may make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled only by appointment made by the directors in advance of such meeting or, if not so filled, at the meeting by the officer of the Corporation acting as chairman of such meeting. No other person or persons may appoint or require the appointment of inspectors of election.

Section 1.12. ORGANIZATION. At each meeting of the shareholders, the chairman of the board, or in the absence of the chairman of the board, the president, or, in the absence of the president, any vice president or, in the absence of the chairman, the president or a vice president, a chairman chosen by a majority of the voting shares of the Corporation then outstanding, present in person or by proxy, and entitled to vote at such meeting, shall act as chairman of the meeting, and the secretary of the Corporation, or, if the secretary of the Corporation shall not be present, the assistant secretary, or if the secretary and the assistant secretary shall not be present, a person whom the chairman of the meeting shall appoint, shall act as secretary of the meeting.

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ARTICLE TWO

DIRECTORS

Section 2.01. AUTHORITY AND QUALIFICATIONS. Except where the law, the Articles or the Regulations otherwise provide, all authority of the Corporation shall be vested in and exercised by its directors. Directors need not be shareholders of the Corporation.

Section 2.02. NUMBER OF DIRECTORS AND TERM OF OFFICE.

(A) The number of directors of the Corporation may be determined at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of shares entitling them to exercise not less than 75% of the voting power of the Corporation on such proposal; or by resolution adopted by the affirmative vote of a majority of the Whole Board of Directors. As used in the Regulations, the term "Whole Board of Directors" shall mean the total number of directors which the Corporation would have if there were no vacancies. Notwithstanding the foregoing, the number of directors shall in no event be fewer than three or more than eighteen.

(B) The board of directors shall be divided into three classes as nearly equal in number as the then fixed number of directors permits, with the term of office of one class expiring each year. The election of each class of directors shall be a separate election. At the first meeting of shareholders, directors of one class shall be elected to hold office for a term expiring at the 1999 annual meeting, directors of another class shall be elected to hold office for a term expiring at the 2000 annual meeting and directors of another class shall be elected to hold office for a term expiring at the 2001 annual meeting. At the 1999 annual meeting of shareholders and each succeeding annual meeting, successors to the class of directors whose term then expires shall be elected to hold office for a three-year term. A director shall hold office until the annual meeting for the year in which his term expires and until his successor is duly elected and qualified, or until his earlier resignation, removal from office or death. In the event of any increase in the number of directors of the Corporation, the additional directors shall be similarly classified in such a manner that each class of directors shall be as equal in number as possible. In the event of any decrease in the number of directors of the Corporation, such decrease shall be effected in such a manner that each class of directors shall be as equal in number as possible.

(C) The directors may fix or change the number of directors and may fill any director's office that is created by an increase in the number of directors.

(D) No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director.

Section 2.03. NOMINATION AND ELECTION.

(A) Only persons who are nominated in accordance with the procedures set forth in the Regulations shall be eligible to serve as directors of the Corporation. Nominations of persons for election to the board of directors of the Corporation may be made at a meeting of shareholders (1) by or at the direction of the board of directors (or a committee thereof) or (2) by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this Subsection 2.03(A), who shall be entitled to vote for the election of directors at the meeting and who complies with the notice procedures set forth in this Section 2.03(A). Such nominations, other than those made by or at the direction of the board of directors (or a committee thereof), shall be made pursuant to timely notice in writing to the secretary of the Corporation. To be timely, a shareholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation, not less than 14 days nor more than 50 days prior to the meeting; provided, however, that if less than 21 days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the seventh day following the day on

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which such notice of the date of the meeting or such public disclosure was made. Such shareholder's nomination shall set forth (1) as to each person whom the shareholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and, if known, residence address of the proposed nominee; (ii) the principal occupation or employment of the proposed nominee;
(iii) the number of shares of the Corporation which are beneficially owned by the proposed nominee; and (iv) any other information relating to the proposed nominee that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 or any successor rule or regulation (including such person's written consent to be named in the proxy statement as a nominee and to serving as a director if elected); and (2) as to the shareholder giving the notice (a) the name and address, as they appear on the Corporation's books, of such shareholder and (b) the class and number of shares of the Corporation which are beneficially owned by such shareholder. At the request of the board of directors, any person nominated by the board of directors for election as a director shall furnish to the secretary of the Corporation that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a director of the Corporation unless nominated in accordance with the procedures set forth in the Regulations. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Regulations, and if he shall so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Subsection 2.03(A), a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, and the rules and regulations thereunder, with respect to the matters set forth in this Subsection 2.03(A).

(B) The election of directors shall be by ballot whenever requested by the presiding officer of the meeting or by the holders of a majority of the voting shares outstanding, entitled to vote at such meeting and present in person or by proxy, but unless such request is made, the election shall be viva voce.

Section 2.04. RESIGNATION. Any director of the Corporation may resign at any time by giving written notice to the chairman of the board, the president or the secretary of the Corporation. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 2.05. REMOVAL. A director or directors may be removed from office only in accordance with the provisions of the Articles. In case of any such removal, a new director may be elected at the same meeting for the unexpired term of each director removed. Failure to elect a director to fill the unexpired term of any director removed shall be deemed to create a vacancy in the board.

Section 2.06. VACANCIES. The remaining directors, though less than a majority of the Whole Board of Directors, may, by the vote of a majority of their number, fill any vacancy in the board of directors for the unexpired term. A vacancy in the board of directors exists within the meaning of this Section 2.05 in case the shareholders increase the authorized number of directors but fail at the meeting at which such increase is authorized, or an adjournment thereof, to elect the additional directors provided for, or in case the shareholders fail at any time to elect the whole authorized number of directors.

Section 2.07. MEETINGS. Regular meetings of the board of directors may be held at such intervals and at such time and place as shall from time to time be determined by the board of directors. After such determination and notice thereof has been once given to each person then a member of the board of directors, regular meetings may be held at such intervals and time and place without further notice being given. The directors shall hold such special meetings as may from time to time be called, and such special meetings of directors may be called only by the

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chairman of the board, the president or a majority of directors then in office. All meetings of directors shall be held at the principal office of the Corporation in the State of Ohio or at such other place within or without the State of Ohio, as the directors may from time to time determine by a resolution. Meetings of the directors may be held through any communications equipment if all persons participating can hear each other and participation in a meeting pursuant to this provision shall constitute presence at such meeting.

SECTION 2.08. NOTICE OF MEETINGS. Notice of the time and place of each meeting of directors for which such notice is required by law, the Articles, the Regulations or the By-Laws shall be given to each of the directors by at least one of the following methods:

(A) In a writing mailed not less than three days before such meeting and addressed to the residence or usual place of business of a director, as such address appears on the records of the Corporation; or

(B) By telegraph, cable, radio, wireless, facsimilie transmission, overnight delivery or a writing sent or delivered to the residence or usual place of business of a director as the same appears on the records of the Corporation, not later than the day before the date on which such meeting is to be held; or

(C) Personally, by electronic mail or by telephone not later than the day before the date on which such meeting is to be held.

Notice given to a director by any one of the methods specified in the Regulations shall be sufficient, and the method of giving notice to all directors need not be uniform. Notice of any meeting of directors may be given only by the chairman of the board, the president or the secretary of the Corporation. Any such notice need not specify the purpose or purposes of the meeting. Notice of adjournment of a meeting of directors need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

SECTION 2.09. WAIVER OF NOTICE. Notice of any meeting of directors may be waived in writing, either before or after the holding of such meeting, by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any director at any meeting of directors without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall be deemed to be a waiver by him of notice of such meeting.

SECTION 2.10. QUORUM. A majority of the directors then in office shall be necessary to constitute a quorum for a meeting of directors. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, except as otherwise provided by law, the Articles or the Regulations. At all meetings of the board of directors, each director shall have one vote.

SECTION 2.11. EXECUTIVE COMMITTEE. The directors may create an executive committee or any other committee of directors, to consist of not less than three directors, and may authorize the delegation to such executive committee or other committees of any of the authority of the directors, however conferred, other than that of filling vacancies among the directors or in the executive committee or in any other committee of the directors.

Such executive committee or any other committee of directors shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be subject to the control and direction of the directors. Such executive committee or other committee of directors may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.

Any act or authorization of any act by the executive committee or any other committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the directors. No notice of a meeting of the executive committee or of any other committee of

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directors shall be required. A meeting of the executive committee or of any other committee of directors may be called only by the chairman of the board, the president or by a member of such executive or other committee of directors. Meetings of the executive committee or of any other committee of directors may be held through any communications equipment if all persons participating can hear each other and participation in such a meeting shall constitute presence thereat.

SECTION 2.12. COMPENSATION. Directors shall be entitled to receive as compensation for services rendered and expenses incurred as directors, such amounts as the directors, by the affirmative vote of a majority of those in office, may determine.

SECTION 2.13. BY-LAWS. The directors may adopt, and amend from time to time, By-Laws for their own government, which By-Laws shall not be inconsistent with the law, the Articles or the Regulations.

SECTION 2.14. ACTION BY DIRECTORS WITHOUT A MEETING. Anything contained in the Regulations to the contrary notwithstanding, any action which may be authorized or taken at a meeting of the directors or of a committee of the directors, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the directors, or all the members of such committee of the directors, respectively, which writings shall be filed with or entered upon the records of the Corporation.

ARTICLE THREE

OFFICERS

SECTION 3.01. OFFICERS. The officers of the Corporation to be elected by the directors shall be a chairman of the board (who shall be a director), a president, a secretary, a treasurer and, if desired, one or more vice presidents and such other officers and assistant officers as the directors may from time to time elect. Officers need not be shareholders of the Corporation, and may be paid such compensation as the board of directors may determine. Any two or more offices (other than the offices of president and vice president) may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Articles, the Regulations or the By-Laws to be executed, acknowledged or verified by two or more officers.

SECTION 3.02. TENURE OF OFFICE. The officers of the Corporation shall hold office at the pleasure of the directors. Any officer of the Corporation may be removed, either with or without cause, at any time, by the affirmative vote of a majority of all the directors then in office; such removal, however, shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 3.03. DUTIES OF THE CHAIRMAN OF THE BOARD. The chairman of the board, if there be one, shall preside at all meetings of the shareholders and of the board of directors. He shall be the chief executive officer of the Corporation, and except where by law the signature of the president is required, the chairman of the board shall possess the same power as the president to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the board of directors. During the absence or disability of the president, the chairman of the board shall exercise all the powers and discharge all the duties of the president. The chairman of the board shall also perform such duties and may exercise such other powers as from time to time may be assigned to him by the Regulations or by the board of directors.

SECTION 3.04. DUTIES OF THE PRESIDENT. The president shall, subject to the control of the board of directors, and, if there be one, the chairman of the board, have general supervision of the

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business of the Corporation and shall see that all orders and resolutions of the board of directors are carried in to effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by the Resolutions, the board of directors, the chairman or the president. In the absence or disability of the chairman of the board, or if there be none, the president shall preside at all meetings of the shareholders and the board of directors. If there be no chairman of the board, the president shall be the chief executive officer of the Corporation. The president shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by the Regulations or by the board of directors.

SECTION 3.05. DUTIES OF THE VICE PRESIDENTS. The vice presidents shall perform such duties as are conferred upon them by the Regulations or as may from time to time be assigned to them by the board of directors, the chairman of the board or the president. At the request of the chairman of the board, in the absence or disability of the president, the vice president designated by the board of directors shall perform all the duties of the president, and when so acting, shall have all the powers of the president. The authority of the vice president to sign in the name of the Corporation all certificates for shares and authorize deeds, mortgages, leases, bonds, contracts, notes and other instruments, shall be coordinated with like authority of the president.

SECTION 3.06. DUTIES OF THE SECRETARY. It shall be the duty of the secretary, or of an assistant secretary, if any, in case of the absence or inability to act of the secretary, to keep minutes of all the proceedings of the shareholders and the directors and to make a proper record of the same; to perform such other duties as may be required by law, the Articles or the Regulations; to perform such other and further duties as may from time to time be assigned to him by the directors; and to deliver all books, paper and property of the Corporation in his possession to his successor, or to the chairman of the board or the president.

SECTION 3.07. DUTIES OF THE TREASURER. The treasurer, or an assistant treasurer, if any, in case of the absence or inability to act of the treasurer, shall receive and safely keep in charge all money, bills, notes, choses in action, securities and similar property belonging to the Corporation, and shall do with or disburse the same as directed by the chairman of the board, the president or the directors; shall keep an accurate account of the finances and business of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, stated capital and shares, together with such other accounts as may be required and hold the same open for inspection and examination by the directors; shall give bond in such sum with such security as the directors may require for the faithful performance of his duties; shall, upon the expiration of his term of office, deliver all money and other property of the Corporation in his possession or custody to his successor or to the chairman of the board or the president; and shall perform such other duties as from time to time may be assigned to him by the directors.

ARTICLE FOUR

SHARES

SECTION 4.01. CERTIFICATES. Certificates evidencing ownership of shares of the Corporation shall be issued to those entitled to them. Each certificate evidencing shares of the Corporation shall bear a distinguishing number; the signatures of the chairman of the board, the president or a vice president, and of the secretary or an assistant secretary, or the treasurer or an assistant treasurer (except that when any such certificate is countersigned by an incorporated transfer agent or registrar, such signatures may be facsimile, engraved, stamped or printed); and such recitals as may be required by law. Certificates evidencing shares of the Corporation shall be of such tenor and design as the directors may from time to time adopt and may bear such recitals as are permitted by law.

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SECTION 4.02. TRANSFERS. Where a certificate evidencing a share or shares of the Corporation is presented to the Corporation or its proper agents with a request to register transfer, the transfer shall be registered as requested if:

(1) An appropriate person signs on each certificate so presented or signs on a separate document an assignment or transfer of shares evidenced by each such certificate, or signs a power to assign or transfer such shares, or when the signature of an appropriate person is written without more on the back of each such certificate; and

(2) Reasonable assurance is given that the endorsement of each appropriate person is genuine and effective; the Corporation or its agents may refuse to register a transfer of shares unless the signature of each appropriate person is guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 under the Securities Exchange Act of 1934 or any successor rule or regulation; and

(3) All applicable laws relating to the collection of transfer or other taxes have been complied with; and

(4) The Corporation or its agents are not otherwise required or permitted to refuse to register such transfer.

SECTION 4.03. TRANSFER AGENTS AND REGISTRARS. The directors may appoint one or more agents to transfer or to register shares of the Corporation, or both.

SECTION 4.04. LOST, WRONGFULLY TAKEN OR DESTROYED CERTIFICATES. Except as otherwise provided by law, where the owner of a certificate evidencing shares of the Corporation claims that such certificate has been lost, destroyed or wrongfully taken, the directors must cause the Corporation to issue a new certificate in place of the original certificate if the owner:

(1) So requests before the Corporation has notice that such original certificate has been acquired by a bona fide purchaser; and

(2) Files with the Corporation, unless waived by the directors, an indemnity bond, with surety or sureties satisfactory to the Corporation, in such sums as the directors may, in their discretion, deem reasonably sufficient as indemnity against any loss or liability that the Corporation may incur by reason of the issuance of each such new certificate; and

(3) Satisfies any other reasonable requirements which may be imposed by the directors, in their discretion.

ARTICLE FIVE

INDEMNIFICATION AND INSURANCE

SECTION 5.01. INDEMNIFICATION. The Corporation shall indemnify any officer or director of the Corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including, without limitation, any action threatened or instituted by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if his act or omission giving rise to any claim for indemnification under this Section 5.01 was not occasioned by his intent to cause injury to the Corporation or by his reckless disregard for the best interests of

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the Corporation, and in respect of any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. It shall be presumed that no act or omission of a person claiming indemnification under this Section 5.01 that gives rise to such claim was occasioned by an intent to cause injury to the Corporation or by a reckless disregard for the best interests of the Corporation and, in respect of any criminal matter, that such person had no reasonable cause to believe his conduct was unlawful; the presumption recited in this Section 5.01 can be rebutted only by clear and convincing evidence, and the termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, rebut such presumption.

SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything contained in the Regulations or elsewhere to the contrary notwithstanding:

(A) the Corporation shall not indemnify any officer or director of the Corporation who was a party to any completed action or suit instituted by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, in respect of any claim, issue or matter asserted in such action or suit as to which he shall have been adjudged to be liable for an act or omission occasioned by his deliberate intent to cause injury to the Corporation or by his reckless disregard for the best interests of the Corporation, unless and only to the extent that the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such adjudication of liability, and in view of all the circumstances of the case, he is fairly and reasonably entitled to such indemnity as such Court of Common Pleas or such other court shall deem proper; and

(B) the Corporation shall promptly make any such unpaid indemnification as is determined by a court to be proper as contemplated by this Section 5.02.

SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained in the Regulations or elsewhere to the contrary notwithstanding, to the extent that an officer or director of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.01, or in defense of any claim, issue or matter therein, he shall be promptly indemnified by the Corporation against expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) actually and reasonably incurred by him in connection therewith.

SECTION 5.04. DETERMINATION REQUIRED. Any indemnification required under
Section 5.01 and not precluded under Section 5.02 shall be made by the Corporation only upon a determination that such indemnification is proper in the circumstances because the officer or director has met the applicable standard of conduct set forth in Section 5.01. Such determination may be made only (A) by a majority vote of a quorum consisting of directors of the Corporation who were not and are not parties to, or threatened with, any such action, suit or proceeding, or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation, or any person to be indemnified, within the past five years, or
(C) by the shareholders, or (D) by the Court of Common Pleas of Franklin County, Ohio or (if the Corporation is a party thereto) the court in which such action, suit or proceeding was brought, if any; any such determination may be made by a court under division (D) of this Section 5.04 at any time [including, without limitation, any time before, during or after the time when any such determination may be requested of, be under consideration by or have been denied or disregarded by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the

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shareholders under division (C) of this Section 5.04]; and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under division (A) or by independent legal counsel under division (B) or by the shareholders under division (C) of this Section 5.04 shall be evidence in rebuttal of the presumption recited in Section 5.01. Any determination made by the disinterested directors under division (A) or by independent legal counsel under division (B) of this Section 5.04 to make indemnification in respect of any claim, issue or matter asserted in an action or suit threatened or brought by or in the right of the Corporation shall be promptly communicated to the person who threatened or brought such action or suit, and within ten days after receipt of such notification, such person shall have the right to petition the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.

SECTION 5.05. ADVANCES FOR EXPENSES. The provisions of Section 1701.13(E)(5)(a) of the Ohio Revised Code do not apply to the Corporation. Expenses (including, without limitation, attorneys' fees, filing fees, court reporters' fees and transcript costs) incurred in defending any action, suit or proceeding referred to in Section 5.01 shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding to or on behalf of the officer or director promptly as such expenses are incurred by him, but only if such officer or director shall first agree, in writing, to repay all amounts so paid in respect of any claim, issue or other matter asserted in such action, suit or proceeding in defense of which he shall not have been successful on the merits or otherwise if it is proved by clear and convincing evidence in a court of competent jurisdiction that, in respect of any such claim, issue or other matter, his relevant action or failure to act was occasioned by his deliberate intent to cause injury to the Corporation or his reckless disregard for the best interests of the Corporation, unless, and only to the extent that, the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought shall determine upon application that, despite such determination, and in view of all of the circumstances, he is fairly and reasonably entitled to all or part of such indemnification.

SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification provided by this Article FIVE shall not be exclusive of, and shall be in addition to, any other rights to which any person seeking indemnification may be entitled under the Articles, the Regulations, any agreement, a vote of disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer or director of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person.

SECTION 5.07. INSURANCE. The Corporation may purchase and maintain insurance, or furnish similar protection, including but not limited to trust funds, letters of credit, or self-insurance, for or on behalf of any person who is or was a director, officer, employee, agent or volunteer of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, member, manager, agent or volunteer of another corporation (domestic or foreign, nonprofit or for profit), limited liability company, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the obligation or the power to indemnify him against such liability under the provisions of this Article FIVE. Insurance may be purchased from or maintained with a person in which the Corporation has a financial interest.

SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this Article FIVE, and as an example and not by way of limitation:

(A) A person claiming indemnification under this Article FIVE shall be deemed to have been successful on the merits or otherwise in defense of any action, suit or proceeding

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referred to in Section 5.01, or in defense of any claim, issue or other matter therein, if such action, suit or proceeding shall be terminated as to such person, with or without prejudice, without the entry of a judgment or order against him, without a conviction of him, without the imposition of a fine upon him and without his payment or agreement to pay any amount in settlement thereof (whether or not any such termination is based upon a judicial or other determination of the lack of merit of the claims made against him or otherwise results in a vindication of him).

(B) References to an "other enterprise" shall include employee tax benefit plans; references to a "fine" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.

SECTION 5.09. VENUE. Any action, suit or proceeding to determine a claim for, or for repayment to the Corporation of, indemnification under this Article FIVE may be maintained by the person claiming such indemnification, or by the Corporation, in the Court of Common Pleas of Franklin County, Ohio. The Corporation and (by claiming or accepting such indemnification) each such person consent to the exercise of jurisdiction over its or his person by the Court of Common Pleas of Franklin County, Ohio in any such action, suit or proceeding.

ARTICLE SIX

MISCELLANEOUS

SECTION 6.01. AMENDMENTS. The Regulations may only be amended in accordance with the provisions of the Articles.

SECTION 6.02. SECTION 1701.831 OF THE OHIO REVISED CODE NOT APPLICABLE. Section 1701.831 of the Ohio Revised Code does not apply to control share acquisitions of shares of the Corporation.

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ARTICLE 5
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
MULTIPLIER: 1,000
CURRENCY: US DOLLARS


PERIOD TYPE 3 MOS
FISCAL YEAR END MAY 31 1999
PERIOD START JUN 01 1998
PERIOD END AUG 31 1998
EXCHANGE RATE 1
CASH 11,196
SECURITIES 0
RECEIVABLES 273,128
ALLOWANCES 4,112
INVENTORY 320,601
CURRENT ASSETS 641,571
PP&E 1,380,563
DEPRECIATION 394,938
TOTAL ASSETS 1,881,088
CURRENT LIABILITIES 521,799
BONDS 415,223
PREFERRED MANDATORY 0
PREFERRED 0
COMMON 926
OTHER SE 723,063
TOTAL LIABILITY AND EQUITY 1,881,088
SALES 409,280
TOTAL REVENUES 409,280
CGS 347,602
TOTAL COSTS 347,602
OTHER EXPENSES 32,072
LOSS PROVISION 0
INTEREST EXPENSE 8,943
INCOME PRETAX 28,080
INCOME TAX 10,390
INCOME CONTINUING 17,690
DISCONTINUED (1,316)
EXTRAORDINARY 0
CHANGES 0
NET INCOME 16,374
EPS PRIMARY .17
EPS DILUTED .17