Edgar Filing: ROBERTS RALPH V

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ROBERTS RALPH V

2. Issuer Name and Ticker or Trading Symbol
WORTHINGTON INDUSTRIES INC [WOR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Exec VP Marketing

(Last)

(First)

(Middle)

WORTHINGTON INDUSTRIES, INC., 200 OLD WILSON BRIDGE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2004

(Street)

COLUMBUS, OH 43085

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								200	I	Held by Spouse
Common Shares								18,127 ⁽¹⁾	I	by 401(k) Plan
Common Shares	10/06/2004		M		16,000	A	$ 12	34,268	D
Common Shares	10/06/2004		M		4,000	A	$ 9.3	38,268	D
Common Shares	10/06/2004		M		30,000	A	$ 13	68,268	D
Common Shares	10/06/2004		S		26,000	D	$ 22.5	42,268	D
Common Shares	10/06/2004		S		1,300	D	$ 22.58	40,968	D
Common Shares	10/06/2004		S		600	D	$ 22.57	40,368	D
Common Shares	10/06/2004		S		400	D	$ 22.56	39,968	D
Common Shares	10/06/2004		S		3,100	D	$ 22.51	36,868	D
Common Shares	10/06/2004		S		4,700	D	$ 22.55	32,168	D
Common Shares	10/06/2004		S		3,500	D	$ 22.54	28,668	D
Common Shares	10/06/2004		S		7,600	D	$ 22.53	21,068	D
Common Shares	10/06/2004		S		2,800	D	$ 22.52	18,268	D
Common Shares								18,268	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Purchase)

$ 12

10/06/2004

16,000

05/19/2001⁽²⁾

05/19/2010

Common Shares

16,000

$ 0

4,000

Employee Stock Option (Right to Purchase)

$ 9.3

10/06/2004

4,000

03/30/2002⁽³⁾

03/30/2011

Common Shares

4,000

$ 0

8,000

Employee Stock Option (Right to Purchase)

$ 13

10/06/2004

30,000

11/18/1999⁽⁴⁾

11/18/2008

Common Shares

30,000

$ 0

70,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROBERTS RALPH V WORTHINGTON INDUSTRIES, INC. 200 OLD WILSON BRIDGE ROAD COLUMBUS, OH 43085			Exec VP Marketing

Signatures

/s/ Ralph V. Roberts		10/08/2004
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The amount listed is based on a plan statement dated as of May 26, 2004 which reflects the most up-to-date information available regarding holdings in the fund under the Worthington Industries, Inc. Deferred Profit Sharing Plan which invests in common shares of the Issuer.
(2)	This option was granted out of the Worthington Industries, Inc. 1997 Long-Term Incentive Plan and vests at 20% per year beginning on the first anniversary of the grant date (5/19/00). Date listed is the first day any portion of the option vested. Additional portions of 20% of the option vested annually on 5/19/02, 5/19/03 and 5/19/04. The option will vest as to the remaining 4,000 common shares on 5/19/05.
(3)	This option was granted out of the Worthington Industries, Inc. 1997 Long-Term Incentive Plan and vests at 20% per year beginning on the first anniversary of the grant date (3/30/01). Date listed is the first any portion of the option vested. Additional portions of 20% of the option vested annually on 3/30/03 and 3/30/04. The option was exercised as to 8,000 common shares on 8/18/03. The remaining portion of the option will vest as to 4,000 common shares on each of 8/30/05 and 3/30/06.
(4)	This option was granted out of the Worthington Industries, Inc. 1997 Long-Term Incentive Plan and vested at 20% per year beginning on the first anniversary of the grant date (11/18/98). Date listed is the first day any portion of the option vested.

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