WORTHINGTON ENTERPRISES, INC. — Director's Dealing 2002

Dec 4, 2002

4 1 l97569ae4.htm WORTHINGTON INDUSTRIES/MCCONNELL FORM 4 Worthington Industries/McConnell Form 4 PAGEBREAK

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 4

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(h) of the Investment Company Act of 1940

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

1.	2.	Issuer Name and Ticker or Trading Symbol				I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
McCONNELL JOHN H. (Last) (First) (Middle)		Worthington Industries, Inc. WOR
1205 Dearborn Drive (Street)	4.	Statement for Month/Day/Year			5.	If Amendment, Date of Original (Month/Day/Year)
		December 2, 2002
	6.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)			7.	Individual or Joint/Group Filing (Check
Applicable Line)
Columbus OH 43085 (City) (State) (Zip)		o	Director	x	10% Owner	x	Form Filed by One Reporting Person
		o	Officer (give title below)			o	Form Filed by More than One Reporting Person
		o	Other (specify below)

Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see instruction 4(b)(v).

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Title of Security (Instr. 3)	Transaction Date (Month/Day/Year)	Transaction Code (Instr. 8)	4.	Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		5.	Amount of Sec- urities Beneficially Owned Following Reported Trans- action(s) (Instr. 3 and 4)	Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	Nature of Indirect Beneficial Ownership (Instr. 4)
		Code	V	Amount	(A) or (D)	Price
Common Shares	12-02-02	G		58,000	D		2,097,600	D
Common Shares							511,750	I	By Spouse
Common Shares							13,402,982(1)	I	By JDEL Corp
Common Shares							181(2)	I	By 401(k) Plan

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Transaction Code (Instr. 8)	5.	Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
Code	V	(A)	(D)

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Date Exercisable and Expiration Date (Month/Day/Year)	7.	Title and Amount of Underlying Securities (Instr. 3 and 4)	8.
Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

(1) Mr. McConnell controls the common shares held by JDEL Corp.

(2) Listed are the 11-29-02 share equivalents held in the Plan Fund which invests in common shares of the Issuer

/s/ John H. McConnell	12-04-02
**Signature of Reporting Person	Date

**	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 is insufficient, see Instruction 6 for procedure.

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