UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13G
Under the Securities Exchange Act of 1934
Amendment No. 15
WORTHINGTON INDUSTRIES, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
981811 10
(CUSIP Number)
Check the following if a fee is being paid with this statement.
(A fee is not required only if the filing person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes.)
(Continued on following page(s))
Page 1 of 3 Pages
Item 1 (a). Name of Issuer.
Worthington Industries, Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices
1205 Dearborn Drive, Columbus, Ohio 43085
Item 2 (a). Name of Person Filing.
John H. McConnell
Item 2 (b). Address of Principal Business Office, or, If none,
Residence
1205 Dearborn Drive, Columbus, Ohio 43085
Item 2 (c). Citizenship.
United States
Item 2 (d). Title of Class of Securities.
Common Stock, $.01 par value
Item 2 (e). CUSIP Number.
981811 10
Item 3.
Not Applicable
Item 4. Ownership.
(a) Amount beneficially owned:
10,492,720
(b) Percent of Class:
11.6%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
10,492,720
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct disposition of:
10,492,720
(iv) Shared power to dispose or to direct the disposition of:
-0-
Note: Excluded are 506,250 shares owned by Mr. McConnell's wife,
as to which shares beneficial ownership is disclaimed.
Item 5. Ownership of 5% or Less of a Class.
If this statement is being filed to report
the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more
than five percent of the class of securities, check
the following _______
Item 6. Ownership of More Than 5% on Behalf of Another
Person.
Of the shares listed in Items 4(c)(i) and
(iii) above: 8,437,495 are held by JDEL, Inc., a
Delaware corporation. Mr. McConnell is the
President and controlling shareholder of JDEL, Inc.
and the directors of JDEL, Inc. have given Mr.
McConnell the voting and investment power over its
Worthington Industries, Inc. stock.
The shares listed in Items 4(c)(i) and (iii)
also include 66,487 shares which may be acquired by
Mr. McConnell under options granted under the
Worthington Industries, Inc. 1980 Amended Stock
Option Plan.
Item 7.Identification and Classification of the Subsidiary Which
Acquired the Securities Being Reported on by The Parent
Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the
Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete, and correct.
DATED: January 31, 1995
/s/John H. McConnell
JOHN H. McCONNELL
