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
[ ] Form 4 Transactions Reported
1. Name and Address of Reporting Person*
Campbell Dugald K.
(Last) (First) (Middle)
c/o Tower Automotive, Inc. 5211 Cascade Road, S.E.
(Street)
Grand Rapids MI 49546
(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
12/98
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer (Check all applicable)
__X__ Director ___ 10% Owner
__X__ Officer (give title below) ___ Other (specify below)
-President & CEO
7. Individual or Joint/Group Filing (Check applicable line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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TABLE I - Non-Derivative Securities Acquired, Disposed of, or Benefically Owned
1. Title of Security (Instr. 3)
a. Common Stock
b. Common Stock
2. Transaction Date (Month/Day/Year)
a. 12/31/98
b. 12/31/98
3. Transaction Code (Instr. 8)
Code a. J
b. J
V a. -
b. -
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Amount a. 302.167 (1)
b. 48.297 (1)
(A) or (D) a. (A)
b. (A)
Price a. -
b. -
5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 3 and 4)
4,487.344
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
(D)
7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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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)
Employee Stock Option (right to buy)
2. Conversion or Exercise Price of Derivative Security
$22.9688
3. Transaction Date (Month/Day/Year)
2/24/98
4. Transaction Code (Instr. 8)
Code A
V V
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3,
4, and 5)
(A) 50,000
(D) -
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable 2/24/99 (2)
Expiration Date 2/24/08
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
Title Common Stock
Amount or Number of Shares 50,000
8. Price of Derivative Security (Instr. 5)
-
9. Number of Derivative Securities Beneficially Owned at End of Year
(Instr. 4)
50,000
10. Ownership of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
(D)
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Explanation of Responses:
(1) Shares acquired under the Company Discount Stock Purchase Plan under
Section 423 of the Code.
(2) The option vests in four annual installments beginning February 24, 1999,
at the rate of 25% per year.
/s/ Michael G. Wooldridge 2/16/99
**Signature of Reporting Person Date
Michael G. Wooldridge for
Dugald K. Campbell
**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.
