EXHIBIT 4(d)


                                                   [WORTHINGTON INDUSTRIES LOGO]



                                        August 21, 2002


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549


         Re:   Worthington Industries, Inc. - Form 10-K for the fiscal year
               ended May 31, 2002

Ladies and Gentlemen:

         Worthington Industries, Inc., an Ohio corporation, is today executing
and filing a Form 10-K, Annual Report for the fiscal year ended May 31, 2002
(the "Form 10-K").

         Pursuant to the instructions relating to the Exhibits in Item 601 of
Regulation S-K, Worthington Industries, Inc. hereby agrees to furnish to the
Commission, upon request, copies of instruments and agreements defining the
rights of holders of its long-term debt and of the long-term debt of its
consolidated subsidiaries, which are not being filed as exhibits to the Form
10-K. Such long-term debt does not exceed 10% of the total assets of Worthington
Industries, Inc. and its subsidiaries on a consolidated basis.

                                       Very truly yours,

                                       WORTHINGTON INDUSTRIES, INC.

                                       /s/  John T. Baldwin

                                       John T. Baldwin
                                       Vice President & Chief Financial Officer