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. 17
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
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CUSIP NO. 981811 10 Page 2 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:
10,821,422
(b) PERCENT OF CLASS:
11.9%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote:
10,821,422
(ii) Shared power to vote or to direct the vote:
-0-
(iii) Sole power to dispose or to direct disposition of:
10,821,422
(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.
Page 2 of 3 Pages
<PAGE>
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) include 86,486 shares which
may be acquired by Mr. McConnell under options granted under the
Worthington Industries, Inc. 1980 Amended Stock Option Plan and the 1990
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: February 10, 1997 John H. McConnell
_________________________________
John H. McConnell
