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               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                                
                                
                            FORM 8-K
                                
                                
                         CURRENT REPORT
                                
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934

Date of Report (Date of earliest event reported):  February 28,
1994


                                
                          WORTHINGTON INDUSTRIES, INC.
     (Exact name of registrant as specified in its charter)
                                
                                
                                
                                
Delaware
(State or other jurisdiction of Incorporation)

0-4016
(Commission File Number)

31-1189815
(IRS Identification No.)

                                
                                





Registrant's telephone number, including area code: (614) 438-3210

Item 5.  Other Events

In December 1989, a subsidiary of Worthington Industries, Inc.
(Worthington Industries, Inc. and such subsidiary are together
referred to as the "Company") acquired a minority equity
investment in Rouge Steel Company ("Rouge") which has been
accounted for under the cost method.  As of February 28, 1994,
the Company agreed to acquire additional shares of Rouge for a
nominal amount from Chase Manhattan Capital Corporation ("Chase")
another shareholder of Rouge, in connection with the settlement
of litigation between the Company and Chase.  The litigation
involved a dispute as to the price per share payable upon
exercise of an option held by the Company to acquire the Rouge
shares owned by Chase under a Rouge Stockholder's Agreement among
the Company, Rouge, Chase, and the other stockholders of Rouge.
On February 28 the Company also acquired the right to designate
two members of the Rouge board of directors.

As a result of the agreement to increase its ownership in Rouge
and its right to designate two of the Rouge directors, the
Company has determined, in accordance with generally accepted
accounting principles, to change its method of carrying the
investment in Rouge from the cost method to the equity method.
Accordingly, the Company's financial statements for the third
quarter and nine months of the current fiscal year (which will be
included in the Company's Form 10-Q for the quarter ended
February 28, 1994), will reflect the Company's equity in Rouge at
25%.  The effect of the change in accounting method is to
increase the Company's net income (i) for the third quarter by
$1.6 million ($.02/share) to $19.7 million ($.22/share); and (ii)
for the nine months by $8.7 million ($.09/share) to $59.1 million
($.65/share).  The Company's financial statements for prior years
will be restated to reflect the Rouge investment on the equity
method back to December 1989, the date of the Company's original
investment.

Rouge currently has on file with the Securities and Exchange
Commission ("SEC") a registration statement for an initial public
offering of its stock (the "Rouge IPO"). The Company expects that
after its purchase of the additional Rouge shares from Chase and
the issuance of additional Rouge shares to the public in the
Rouge IPO, the Company's equity ownership in Rouge will be
approximately 27%.

Since the Rouge IPO is currently in registration status with the
SEC, the Company believes it inappropriate to comment on Rouge.
However, more detailed information concerning Rouge is set forth
in the Registration Statement, Registration No. 33-74698, filed
by Rouge in connection with the IPO.  A copy of the preliminary
prospectus with respect to the Rouge IPO should be available from
Morgan Stanley & Co., Incorporated, the lead underwriter for the
Rouge IPO.

SIGNATURES
                                
                                
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                              WORTHINGTON INDUSTRIES INC.
                                                            
                              
                              
                              
                              By:  /s/Donald G. Barger, Jr.
                                   Donald G. Barger, Jr.
                                   Vice President - Chief Financial Officer

                              
Date:  March 14, 1994






















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