Please direct replies to zip code 20549-0510


November 16, 2004

via U.S. mail and facsimile

Mr. John S. Christie
President and Chief Financial Officer, Worthington Industries, Inc.
200 Old Wilson Bridge Rd
Columbus, OH 43085

Re:	Form 10-K for the fiscal year ended May 31, 2004
	Form 10-Q for the quarter ended August 31, 2004
	File No. 1-8399

Dear Mr. Christie:

We have reviewed these filings and have the following comments.  If
you disagree with a comment, we will consider your explanation as to
why our comment is inapplicable or a revision is unnecessary.  Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.


Form 10-K for the year ended May 31, 2004

1. Where a comment below requests additional disclosures or other
revisions to be made, please show us in your supplemental response
what the revisions will look like.  These revisions should be included
in your future filings.

Segment Operations, page 15

2. Please discuss with quantification in your segment MD&A the
business reasons for the changes between periods in the amounts
included in the other operating income line item shown in your segment
footnote.



Contractual Obligations and Commercial Commitments, page 23

3. Please consider revising your table of contractual cash obligations
to include the following:
a. Estimated interest payments on your debt and
b. Planned funding of pension and other postretirement benefit
obligations.
Because the table is aimed at increasing transparency of cash flow, we
believe these payments should be included in the table.  Please also
disclose any assumptions you made to derive these amounts.

Note A.  Summary of Significant Accounting Policies, page 34

	General

4. Please disclose your accounting policy for shipping and handling
costs.  In doing so, disclose both the line item in which you include
amounts paid by customers to you for shipping and handling and the
line item(s) in which you include your actual costs for shipping and
handling.  If you do not include all of your actual costs for shipping
and handling in cost of goods sold, also disclose the amounts of your
actual costs for shipping and handling excluded from cost of goods
sold for each period presented as required by paragraph 6 of EITF 00-
10.

Property and Depreciation, page 35

5. Please separately disclose the range of useful lives for each
category of property, plant and equipment.  For categories that have
broad useful lives, please also separately disclose the types of
assets that fall in each part of the range.

Note B.  Shareholders` Equity, page 37

6. Please disclose for all periods presented the amounts of the
reclassification adjustments for each classification of other
comprehensive income, other than minimum pension liability
adjustments.  See paragraph 20 of SFAS 130.

7. Please disclose the amount of existing gains or losses that you
expect to be reclassified into earnings within the next 12 months
related to your cash flow hedges.  See paragraph 45.b.(2) of SFAS 133.

Note H.  Industry Segment Data, page 45

8. Please disclose the amounts of your revenues and long-lived assets
that are domestic and foreign in the format required by paragraph 38
of SFAS 131.  This may be accomplished by dividing up the North
America portion of your geographic region information on page 47 into
US and other parts of North America.

Form 10-Q for the period ended August 31, 2004

9. Please address the comments above in your interim Forms 10-Q as
well.
	*	*	*	*


Please respond to these comments within 10 business days, or tell us
when you will provide us with a response.  Please provide us with a
supplemental response letter that keys your responses to our comments
and provides any requested supplemental information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response
on EDGAR as a correspondence file.  Please understand that we may have
additional comments after reviewing your responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  Since the
company and its management are in possession of all facts relating to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.

If you have any questions regarding these comments, please direct them
to Mindy Hooker, Staff Accountant, at (202) 824-5459 or, in their
absence, to the undersigned at (202) 942-1774.


Sincerely,



Rufus Decker
Accounting Branch Chief

Worthington Industries, Inc.
Forms 10-K and 10-Q
Page 1


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE