U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b)
[ ] Form 3 Holdings Reported
[X] Form 4 Transactions Reported
1. Name and Address of Reporting Person*
Clement William H.
(Last) (First) (Middle)
c/o Tower Automotive, Inc., 4508 IDS Center
(Street)
Minneapolis MN 55402
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tower Automotive, Inc. TWR
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
__X_ Director ___ 10% Owner
____ Officer (give title below) ___ Other (specify below)
______________________________
7. Individual or Joint/Group Filing (Check applicable line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
TABLE I - Non-Derivative Securities Acquired, Disposed of, or Benefically Owned
1. Title of Security (Instr. 3)
Common Stock
2. Transaction Date (Month/Day/Year)
4/14/97
3. Transaction Code (Instr. 8)
Code S
V -
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount 103,222 (1)
(A) or (D) (D)
Price 35.00
5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 3 and 4)
a. 69,744
b. 473,260
c. 30,700
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
a. (D)
b. (I) (1)
c. (I) (2)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
a. -
b. By Partnership (1)
c. By Trust (2)
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly
(Print or Type Responses)
*If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v)
(over)
<PAGE>
FORM 5 (continued)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)
2. Conversion or Exercise Price of Derivative Security
3. Transaction Date (Month/Day/Year)
4. Transaction Code (Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3,
4, and 5)
(A)
(D)
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable
Expiration Date
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Title
Amount or Number of Shares
8. Price of Derivative Security (Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Year
(Instr. 4)
10. Ownership of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Explanation of Responses:
(1) The reporting person is a general partner of J2R Partners (the
"partnership"). As such, the reporting person may be deemed to have pecuniary
interest in the shares of common stock owned by the Partnership to the extent of
his proportionate partnership interest. The reporting person expressly disclaims
beneficial ownership of sales owned by the partnership.
(2) Shares are held for the benefit of the reporting person's grandchildren in
trusts, as to which the reporting person is the trustee. The reporting person
expressly disclaims beneficial ownership of such shares.
/s/ Michael G. Wooldridge 1/23/98
**Signature of Reporting Person Date
Michael G. Wooldridge for
William Clement
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If
space provided is insufficient, see Instruction 6 for procedure.
