Filed with the Securities and Exchange Commission on December 18, 1996


                                                 Registration No. 333-__________

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       ----------------------------------

                          WORTHINGTON INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                              31-4407637
-------------------------------                            -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                    1205 Dearborn Drive, Columbus, Ohio 43085
          ------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)

                     THE WORTHINGTON STEEL COMPANY (MALVERN)
                          UNION RETIREMENT SAVINGS PLAN
                     ---------------------------------------
                            (Full title of the Plan)
                             Dale T. Brinkman, Esq.
                               1205 Dearborn Drive
                              Columbus, Ohio 43085
                     ---------------------------------------
                     (Name and address of agent for service)
                                 (614) 438-3001
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


                         CALCULATION OF REGISTRATION FEE
================================================================================
    Title of       Amount to       Proposed         Proposed        Amount of
securities to be       be          maximum          maximmum      registration
   registered      registered   offering price      aggregate          fee
                      (1)        per unit (2)    offering price
                                                       (2)
--------------------------------------------------------------------------------

  Common Stock,     100,000        $19.375         $1,937,500        $587.12
 $.01 par value      shares
--------------------------------------------------------------------------------

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated  solely for the purpose of  calculating  the  aggregate  offering
     price and the  registration  fee  pursuant to Rules 457(c) and 457(h) under
     the Securities Act of 1933; based upon the average of the high and low sale
     prices of the Common Stock as reported on the NASDAQ National Market System
     on December 13, 1996.


                                      -1-
<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     Incorporation of Documents by Reference


     The  Annual   Report  on  Form  10-K  of   Worthington   Industries,   Inc.
("Registrant")  for the fiscal year ended May 31,  1996,  and all other  reports
filed with the  Securities and Exchange  Commission  (the  "Commission")  by the
Registrant pursuant to the requirements of Section 13(a) or Section 15(d) of the
Securities  Exchange Act of 1934 (the "Exchange Act") since that date are hereby
incorporated by reference.


     The description of the Common Stock of Registrant contained in Registrant's
Registration  Statement on Form 8-B (No.  0-4016)  filed with the  Commission on
January 5, 1987,  or contained in any  subsequent  amendment or report filed for
the purpose of updating such description, is hereby incorporated by reference.


     Any definitive  Proxy Statement or Information  Statement filed pursuant to
Section  14 of the  Exchange  Act and all  reports  which may be filed  with the
Commission  pursuant to Sections 13, 14 or 15(d) of the Exchange Act  subsequent
to the date hereof prior to the completion of the offering  contemplated hereby,
shall also be deemed to be  incorporated  herein by  reference  and to be made a
part hereof from the date of filing of such documents;  provided,  however, that
no  report  of the  compensation  committee  of the  Board of  Directors  of the
Registrant on executive  compensation  and no performance  graph included in any
Proxy  Statement or  Information  Statement  filed pursuant to Section 14 of the
Exchange Act shall be deemed to be incorporated by reference.


     The Annual Reports on Form 11-K for The Worthington Steel Company (Malvern)
Union  Retirement  Savings  Plan (the  "Plan")  filed after this date are hereby
incorporated herein by reference.

ITEM 4.     Description of Securities.


     Not applicable.

ITEM 5.     Interests of Named Experts and Counsel.


     Not applicable.

ITEM 6.     Indemnification of Directors and Officers.


     Section 145 of the Delaware General Corporation Law governs indemnification
by a Delaware corporation and provides as follows:


     (a) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'

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<PAGE>


fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.


     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.


     (c)  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein,  he shall be indemnified against expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.


     (d) Any  indemnification  under  subsections  (a)  and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
Section.  Such  determination  shall be made (1) by a majority vote of directors
who are not parties to such action, suit or proceeding,  even though less than a
quorum,  or (2) if there are no such directors,  or if such directors so direct,
by independent legal counsel in a written opinion, or (3) by the stockholders.


     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately

                                      -3-
<PAGE>


be determined  that he is not entitled to be indemnified  by the  corporation as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions,  if
any, as the board of directors deems appropriate.


     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any by-law,  agreement,  vote of  stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.


     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of this section.


     (h) For purposes of this  section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under the  provisions of this section with respect to the resulting or
surviving  corporation  as he  would  have  with  respect  to  such  constituent
corporation if its separate existence had continued.


     (i) For purposes of this section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed  on a person  with  respect to an  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.


     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

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<PAGE>


     (k) The Court of Chancery is hereby vested with exclusive  jurisdictions to
hear and determine all actions for  advancement  of expenses or  indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or  disinteresteddirectors,  or otherwise  the Court of Chancery  may  summarily
determine a corporations  obligations to advance expenses (including  attorneys'
fees).


     Article V of the Registrant's  bylaws govern  indemnification by Registrant
and provide as follows:


     Section 5.01.  Mandatory  Indemnification.  The corporation shall indemnify
any  officer  or  director  of  the  corporation  who  was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(including, without limitation, any action threatened or instituted by or in the
right of the  corporation),  by reason of the fact that he is or was a director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise,  against expenses (including,  without
limitation,  attorneys' fees,  filing fees, court reporters' fees and transcript
costs), judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the  corporation,  and with respect to any criminal action
or proceeding, he had no reasonable cause to believe his conduct was unlawful. A
person claiming  indemnification  under this Section 5.01 shall be presumed,  in
respect of any act or omission giving rise to such claim for indemnification, to
have acted in good faith and in a manner he reasonably  believed to be in or not
opposed  to the best  interests  of the  corporation,  and with  respect  to any
criminal  matter,  to have had no  reasonable  cause to believe  his conduct was
unlawful,  and the  termination  of any action,  suit or proceeding by judgment,
order,  settlement  or  conviction,  or upon a plea of  nolo  contendere  or its
equivalent, shall not, of itself, rebut such presumption.


     Section 5.02.  Court-Approved  Indemnification.  Anything  contained in the
by-laws or elsewhere to the contrary notwithstanding:


          (A) The corporation shall not indemnify any officer or director of the
     corporation  who was a party to any completed  action or suit instituted by
     or in the right of the  corporation  to procure a judgment  in its favor by
     reason of the fact that he is or was a director, officer, employee or agent
     of the corporation,  or is or was serving at the request of the corporation
     as a director,  trustee,  officer, employee or agent of another corporation
     (domestic or foreign, nonprofit or for profit), partnership, joint venture,
     trust or  other  enterprise,  in  respect  of any  claim,  issue or  matter
     asserted in such action or suit as to which he shall have been  adjudged to
     be liable for gross negligence or intentional misconduct in the performance
     of his duty to the corporation unless and only to the extent that the Court
     of  Chancery  of the State of Delaware or the court in which such action or
     suit was brought  shall  determine  upon  application  that,  despite  such
     adjudication  of  liability,  and in view of all the  circumstances  of the
     case, he is fairly and reasonably  entitled to such indemnity as such Court
     of Chancery or such other court shall deem proper; and


                                      -5-
<PAGE>

          (B)  The   corporation   shall   promptly   make   any   such   unpaid
     indemnification as is determined by a court to be proper as contemplated by
     this Section 5.02.


     Section  5.03.  Indemnification  for  Expenses.  Anything  contained in the
by-laws or  elsewhere  to the  contrary  notwithstanding,  to the extent that an
officer or  director of the  corporation  has been  successful  on the merits or
otherwise in defense of any action,  suit or  proceeding  referred to in Section
5.01, or in defense of any claim, issue or matter therein,  he shall be promptly
indemnified by the corporation against expenses (including,  without limitation,
attorneys'  fees,  filing fees,  court  reporters'  fees and  transcript  costs)
actually and reasonably incurred by him in connection therewith.


     Section 5.04.  Determination  Required. Any indemnification  required under
Section  5.01  and  not  precluded  under  Section  5.02  shall  be  made by the
corporation only upon a determination  that such  indemnification of the officer
or director  is proper in the  circumstances  because he has met the  applicable
standard of conduct set forth in Section 5.01.  Such  determination  may be made
only  (A)  by a  majority  vote  of  a  quorum  constituting  directors  of  the
corporation  who  were  not and are not  parties  to any  such  action,  suit or
proceeding,  or (B) if such a quorum is not  obtainable  or if a  majority  of a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (C) by the stockholders,  or (D) by the Court of Chancery of
the State of Delaware or (if the  corporation  is a party  thereto) the court in
which  such  action,   suit  or  proceeding  was  brought,   if  any.  Any  such
determination  may be made by a court under division (D) of this Section 5.04 at
any time (including,  without limitation,  any time before,  during or after the
time when any such determination may be requested of, be under  consideration by
or have been denied or disregarded by the disinterested directors under division
(A) or by independent  legal counsel under  division (B) or by the  shareholders
under division (C) of this Section 5.04);  and no failure for any reason to make
any  such  determination,  and no  decision  for any  reason  to deny  any  such
determination,   by  the  disinterested  directors  under  division  (A)  or  by
independent  legal counsel under division (B) or by shareholders  under division
(C) of this  Section  5.04 shall be  evidence  in  rebuttal  of the  presumption
recited in Section 5.01. Any determination  made by the disinterested  directors
under  division (A) or by  independent  legal counsel under division (B) of this
Section 5.04 to make  indemnification  in respect of any claim,  issue or matter
asserted  in an action or suit  threatened  or brought by or in the right of the
corporation  shall be  promptly  communicated  to the person who  threatened  or
brought  such  action or suit,  and within  ten (10) days after  receipt of such
notification  such person shall have the right to petition the Court of Chancery
of the State of Delaware or the court in which such action or suit was  brought,
if any, to review the reasonableness of such determination.


     Section  5.05.  Advances  for  Expenses.   Expenses   (including,   without
limitation,  attorneys' fees,  filing fees, court reporters' fees and transcript
costs)  incurred in  defending  any action,  suit or  proceeding  referred to in
Section  5.01  shall  be  paid  by the  corporation  in  advance  of  the  final
disposition of such action, suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him, but only if such officer
or director  shall  first  agree,  in  writing,  to repay all amounts so paid in
respect of any claim,  issue or other matter  asserted in such  action,  suit or
proceeding  in defense of which he shall not have been  successful on the merits
or otherwise:


                                      -6-
<PAGE>

          (A) If it shall  ultimately  be determined as provided in Section 5.04
     that he is not entitled to be  indemnified  by the  corporation as provided
     under Section 5.01; or


          (B) If, in respect of any claim,  issue or other matter asserted by or
     in the right of the  corporation in such action or suit, he shall have been
     adjudged to be liable for gross negligence or intentional misconduct in the
     performance of his duty to the  corporation,  unless and only to the extent
     that the Court of  Chancery  of the State of Delaware or the court in which
     such action or suit was brought  shall  determine  upon  application  that,
     despite  such   adjudication   of  liability,   and  in  view  of  all  the
     circumstances,  he is fairly and reasonably entitled to all or part of such
     indemnification.


     Section 5.06. Article V Not Exclusive. The indemnification provided by this
Article V shall not be deemed  exclusive of any other rights to which any person
seeking  indemnification  may be entitled under the certificate of incorporation
or any by-law,  agreement,  vote of stockholders or disinterested  directors, or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be an officer or director of the  corporation  and shall inure
to the benefit of the heirs, executors, and administrators of such a person.


     Section  5.07.  Insurance.   The  corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  trustee,  officer,  employee,  or agent of another  corporation
(domestic  or foreign,  nonprofit or for profit),  partnership,  joint  venture,
trust or other  enterprise,  against  any  liability  asserted  against  him and
incurred  by him in any such  capacity,  or  arising  out of his status as such,
whether  or not the  corporation  would  have  the  obligation  or the  power to
indemnify him against such liability under the provisions of this Article V.


     Section 5.08. Certain  Definitions.  For purposes of this Article V, and as
examples and not by way of limitation:


          (A) A person  claiming  indemnification  under this Article V shall be
     deemed to have been successful on the merits or otherwise in defense of any
     action,  suit or  proceeding  referred to in Section 5.01, or in defense of
     any  claim,  issue  or  other  matter  therein,  if  such  action,  suit or
     proceeding  shall  be  terminated  as  to  such  person,  with  or  without
     prejudice,  without the entry of a judgment or order against him, without a
     conviction  of him,  without the  imposition of a fine upon him and without
     his payment or agreement to pay any amount in settlement  thereof  (whether
     or not any such termination is based upon a judicial or other determination
     of the lack of merit of the claims made against him or otherwise results in
     a vindication of him); and


          (B) References to an "other enterprise" shall include employee benefit
     plans;  references to a "fine" shall include any excise taxes assessed on a
     person with respect to an employee benefit plan; and references to "serving
     at the request of the corporation" shall include any service as a director,
     officer,  employee or agent of the corporation  which imposes duties on, or
     involves  services  by,  such  director,  officer,  employee  or agent with

                                      -7-
<PAGE>


     respect to an employee benefit plan, its participants or beneficiaries; and
     a person who acted in good faith and in a manner he reasonably  believed to
     be in the  best  interests  of the  participants  and  beneficiaries  of an
     employee  benefit  plan  shall be  deemed  to have  acted in a manner  "not
     opposed to the best  interests  of the  corporation"  within the meaning of
     that term as used in this Article V.


     Section 5.09.  Venue.  Any action,  suit or proceeding to determine a claim
for  indemnification  under  this  Article  V may be  maintained  by the  person
claiming such indemnification,  or by the corporation,  in the Court of Chancery
of the State of Delaware. The corporation and (by claiming such indemnification)
each such person consent to the exercise of jurisdiction  over its or his person
by the Court of Chancery of the State of  Delaware in any such  action,  suit or
proceeding.


     Section 5.10.  Contractual Nature. The foregoing provisions of this Article
V shall be deemed to be a contract between the corporation and each director and
officer who serves in such  capacity at any time while this  Section  5.10 is in
effect,  and any repeal or  modification  thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action,  suit or proceeding  theretofore  or thereafter  brought
based in whole or in part upon any such state of facts.


ITEM 7.     Exemption from Registration Claimed.


     Not applicable.


ITEM 8.     Exhibits.


     See the Exhibit Index attached hereto.


     The undersigned Registrant hereby undertakes to submit the Plan, to the IRS
in a timely  manner and to make those  changes,  if any,  required by the IRS in
order for the Plan to qualify as a tax-qualified  employee  benefit plan meeting
the  requirements  of Section  401(a) of the Internal  Revenue Code of 1986,  as
amended.


ITEM 9.     Undertakings.


A.   The undersigned Registrant hereby undertakes:


     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:


          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933;


          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or

                                      -8-
<PAGE>


               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the registration statement; and


          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;


          provided,  however,  that paragraphs A(1)(i) and A(1)(ii) do not apply
          if  the  information  required  to  be  included  in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          with or  furnished to the  Commission  by the  registrant  pursuant to
          section 13 or section 15(d) of the Exchange Act that are  incorporated
          by reference in this registration statement.


     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.


     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.


B.   The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Exchange Act (and each filing of an employee  benefit  plan's annual
     report  pursuant to Section 15(d) of the Exchange Act) that is incorporated
     by  reference  in the  registration  statement  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.


C.   Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     registrant has been advised that in the opinion of the the Commission  such
     indemnification  is against  public  policy as expressed in the Act and is,
     therefore,  unenforceable.  In the event  that a claim for  indemnification
     against  such  liabilities  (other  than the payment by the  registrant  of
     expenses incurred or paid by a director,  officer or controlling  person of
     the registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director,  officer or controlling  person in connection
     with the securities being  registered,  the registrant will,  unless in the
     opinion  of  its  counsel  the  matter  has  been  settled  by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such issue.


                                   SIGNATURES


The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration

                                      -9-
<PAGE>


Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Columbus, State of Ohio, on the 18th day of December,
1996.


                                    WORTHINGTON INDUSTRIES, INC.



                                By: /s/Donald G. Barger, Jr.
                                       _________________________________________
                                       Donald G. Barger, Jr., Vice President
                                       and Chief Financial Officer



                                      -10-
<PAGE>


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on the 18th day of December, 1996.

Signature                           Title
---------                          -------

/s/ John H. McConnell          *    Chairman Emeritus and Director
    ___________________________
    John H. McConnell


/s/ John P. McConnell          *    Chairman of the Board, Chief Executive
    ___________________________     Officer and Director
    John P. McConnell


/s/ Donal H. Malenick          *    President, Chief Operating
    ___________________________     Officer and Director
    Donal H. Malenick


/s/ Pete A. Klisares           *    Executive Vice President and
    ___________________________     Director
    Pete A. Klisares


/s/ Donald G. Barger, Jr.           Vice President and
    ___________________________     Chief Financial Officer
    Donald G. Barger, Jr.


/s/ William S. Dietrich             President-Dietrich Industries and
    ___________________________     Director
    William S. Dietrich


/s/ Charles D. Minor           *    Secretary and Director
    ___________________________
    Charles D. Minor


/s/ Charles R. Carson          *    Director
    ___________________________
    Charles R. Carson


/s/ John E. Fisher             *    Director
    ___________________________
    John E. Fisher


/s/ John F. Havens             *    Director
    ___________________________
    John F. Havens


                                      -11-
<PAGE>


/s/ Katherine S. LeVeque       *    Director
    ___________________________
    Katherine S. LeVeque


/s/ Robert B. McCurry          *    Director
    ___________________________
    Robert B. McCurry


/s/ Gerald B. Mitchell         *    Director
    ___________________________
    Gerald B. Mitchell


/s/ James Petropoulos          *    Director
    ___________________________
    James Petropoulos



*By: /s/Donald G. Barger, Jr.
     _______________________________________
     Donald G. Barger, Jr., Attorney-in-Fact


* Attorney-In-Fact


THE PLAN.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Columbus, State of Ohio,
on the 18th day of December, 1996.

                                    THE WORTHINGTON STEEL COMPANY (MALVERN)
                                    UNION RETIREMENT
                                    SAVINGS PLAN
                                    Deferred Profit Sharing Plan



                                    By: /s/ Thomas L. Hockman
                                            ____________________________
                                            Thomas L. Hockman, Secretary
                                            of the Fund Committee


                                      -12-
<PAGE>


                                  EXHIBIT INDEX


EXHIBIT
  NO.       DESCRIPTION
-------     -----------

  4(a)    Certificate  of   Incorporation   of  Worthington   Industries,   Inc.
          (Incorporated by reference to Exhibit 3 of the Registrant's  Quarterly
          Report on Form 10-Q for the Fiscal  Quarter ended August 31, 1993, SEC
          File No.0-4016.)


  4(b)    Bylaws of Worthington  Industries,  Inc. (Incorporated by reference to
          Exhibit 3(b) of the Registrant's Quarterly Report on Form 10-K for the
          Fiscal Year ended May 31, 1992, SEC File No. 0-4016)


  23      Consent of Independent Auditors for the Company


  24      Powers of Attorney



An opinion of counsel  (Exhibit 5) is not being filed since the securities being
registered  are not original issue  securities and the registrant  undertakes to
submit the Plan to the Internal  Revenue  Service ("IRS") in a timely manner and
to make all changes required by the IRS in order to qualify the Plan.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 36596}]
{"company-data": {"conformed-name": "WORTHINGTON INDUSTRIES INC", "cik": "0000108516", "assigned-sic": "3310", "irs-number": "311189815", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18099", "film-number": "96682382"}, "business-address": {"street1": "1205 DEARBORN DR", "city": "COLUMBUS", "state": "OH", "zip": "43085", "phone": "6144383210"}, "mail-address": {"street1": "1205 DEARBORN DR", "city": "COLUMBUS", "state": "OH", "zip": "43085"}, "former-company": {"former-conformed-name": "WORTHINGTON STEEL CO", "date-changed": "19720123"}}
Filed with the Securities and Exchange Commission on December 18, 1996

                                                 Registration No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       ----------------------------------

                          WORTHINGTON INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

         Delaware                                              31-4407637
-------------------------------                            -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

                    1205 Dearborn Drive, Columbus, Ohio 43085
          ------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)

                     THE WORTHINGTON STEEL COMPANY (MALVERN)
                          UNION RETIREMENT SAVINGS PLAN
                     ---------------------------------------
                            (Full title of the Plan)
                             Dale T. Brinkman, Esq.
                               1205 Dearborn Drive
                              Columbus, Ohio 43085
                     ---------------------------------------
                     (Name and address of agent for service)
                                 (614) 438-3001
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
    Title of       Amount to       Proposed         Proposed        Amount of
securities to be       be          maximum          maximmum      registration
   registered      registered   offering price      aggregate          fee
                      (1)        per unit (2)    offering price
                                                       (2)
--------------------------------------------------------------------------------

  Common Stock,     100,000        $19.375         $1,937,500        $587.12
 $.01 par value      shares
--------------------------------------------------------------------------------

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration  Statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated  solely for the purpose of  calculating  the  aggregate  offering
     price and the  registration  fee  pursuant to Rules 457(c) and 457(h) under
     the Securities Act of 1933; based upon the average of the high and low sale
     prices of the Common Stock as reported on the NASDAQ National Market System
     on December 13, 1996.

                                      -1-
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     Incorporation of Documents by Reference

     The  Annual   Report  on  Form  10-K  of   Worthington   Industries,   Inc.
("Registrant")  for the fiscal year ended May 31,  1996,  and all other  reports
filed with the  Securities and Exchange  Commission  (the  "Commission")  by the
Registrant pursuant to the requirements of Section 13(a) or Section 15(d) of the
Securities  Exchange Act of 1934 (the "Exchange Act") since that date are hereby
incorporated by reference.

     The description of the Common Stock of Registrant contained in Registrant's
Registration  Statement on Form 8-B (No.  0-4016)  filed with the  Commission on
January 5, 1987,  or contained in any  subsequent  amendment or report filed for
the purpose of updating such description, is hereby incorporated by reference.

     Any definitive  Proxy Statement or Information  Statement filed pursuant to
Section  14 of the  Exchange  Act and all  reports  which may be filed  with the
Commission  pursuant to Sections 13, 14 or 15(d) of the Exchange Act  subsequent
to the date hereof prior to the completion of the offering  contemplated hereby,
shall also be deemed to be  incorporated  herein by  reference  and to be made a
part hereof from the date of filing of such documents;  provided,  however, that
no  report  of the  compensation  committee  of the  Board of  Directors  of the
Registrant on executive  compensation  and no performance  graph included in any
Proxy  Statement or  Information  Statement  filed pursuant to Section 14 of the
Exchange Act shall be deemed to be incorporated by reference.

     The Annual Reports on Form 11-K for The Worthington Steel Company (Malvern)
Union  Retirement  Savings  Plan (the  "Plan")  filed after this date are hereby
incorporated herein by reference.

ITEM 4.     Description of Securities.

     Not applicable.

ITEM 5.     Interests of Named Experts and Counsel.

     Not applicable.

ITEM 6.     Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law governs indemnification
by a Delaware corporation and provides as follows:

     (a) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'

                                      -2-
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.

     (c)  To the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein,  he shall be indemnified against expenses
(including   attorneys'  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that  indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard  of conduct  set forth in  subsections  (a) and (b) of this
Section.  Such  determination  shall be made (1) by a majority vote of directors
who are not parties to such action, suit or proceeding,  even though less than a
quorum,  or (2) if there are no such directors,  or if such directors so direct,
by independent legal counsel in a written opinion, or (3) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately

                                      -3-
be determined  that he is not entitled to be indemnified  by the  corporation as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by other employees and agents may be so paid upon such terms and conditions,  if
any, as the board of directors deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any by-law,  agreement,  vote of  stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of this section.

     (h) For purposes of this  section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under the  provisions of this section with respect to the resulting or
surviving  corporation  as he  would  have  with  respect  to  such  constituent
corporation if its separate existence had continued.

     (i) For purposes of this section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed  on a person  with  respect to an  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves services by, such director, officer, employee, or
agent  with  respect  to  an  employee   benefit  plan,  its   participants   or
beneficiaries;  and a  person  who  acted  in  good  faith  and in a  manner  he
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed  to the  best  interests  of the  corporation"  as  referred  to in this
section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

                                      -4-
(k) The Court of Chancery is hereby vested with exclusive  jurisdictions to
hear and determine all actions for  advancement  of expenses or  indemnification
brought under this section or under any bylaw,  agreement,  vote of stockholders
or  disinteresteddirectors,  or otherwise  the Court of Chancery  may  summarily
determine a corporations  obligations to advance expenses (including  attorneys'
fees).

     Article V of the Registrant's  bylaws govern  indemnification by Registrant
and provide as follows:

     Section 5.01.  Mandatory  Indemnification.  The corporation shall indemnify
any  officer  or  director  of  the  corporation  who  was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(including, without limitation, any action threatened or instituted by or in the
right of the  corporation),  by reason of the fact that he is or was a director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise,  against expenses (including,  without
limitation,  attorneys' fees,  filing fees, court reporters' fees and transcript
costs), judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the  corporation,  and with respect to any criminal action
or proceeding, he had no reasonable cause to believe his conduct was unlawful. A
person claiming  indemnification  under this Section 5.01 shall be presumed,  in
respect of any act or omission giving rise to such claim for indemnification, to
have acted in good faith and in a manner he reasonably  believed to be in or not
opposed  to the best  interests  of the  corporation,  and with  respect  to any
criminal  matter,  to have had no  reasonable  cause to believe  his conduct was
unlawful,  and the  termination  of any action,  suit or proceeding by judgment,
order,  settlement  or  conviction,  or upon a plea of  nolo  contendere  or its
equivalent, shall not, of itself, rebut such presumption.

     Section 5.02.  Court-Approved  Indemnification.  Anything  contained in the
by-laws or elsewhere to the contrary notwithstanding:

          (A) The corporation shall not indemnify any officer or director of the
     corporation  who was a party to any completed  action or suit instituted by
     or in the right of the  corporation  to procure a judgment  in its favor by
     reason of the fact that he is or was a director, officer, employee or agent
     of the corporation,  or is or was serving at the request of the corporation
     as a director,  trustee,  officer, employee or agent of another corporation
     (domestic or foreign, nonprofit or for profit), partnership, joint venture,
     trust or  other  enterprise,  in  respect  of any  claim,  issue or  matter
     asserted in such action or suit as to which he shall have been  adjudged to
     be liable for gross negligence or intentional misconduct in the performance
     of his duty to the corporation unless and only to the extent that the Court
     of  Chancery  of the State of Delaware or the court in which such action or
     suit was brought  shall  determine  upon  application  that,  despite  such
     adjudication  of  liability,  and in view of all the  circumstances  of the
     case, he is fairly and reasonably  entitled to such indemnity as such Court
     of Chancery or such other court shall deem proper; and

                                      -5-
(B)  The   corporation   shall   promptly   make   any   such   unpaid
     indemnification as is determined by a court to be proper as contemplated by
     this Section 5.02.

     Section  5.03.  Indemnification  for  Expenses.  Anything  contained in the
by-laws or  elsewhere  to the  contrary  notwithstanding,  to the extent that an
officer or  director of the  corporation  has been  successful  on the merits or
otherwise in defense of any action,  suit or  proceeding  referred to in Section
5.01, or in defense of any claim, issue or matter therein,  he shall be promptly
indemnified by the corporation against expenses (including,  without limitation,
attorneys'  fees,  filing fees,  court  reporters'  fees and  transcript  costs)
actually and reasonably incurred by him in connection therewith.

     Section 5.04.  Determination  Required. Any indemnification  required under
Section  5.01  and  not  precluded  under  Section  5.02  shall  be  made by the
corporation only upon a determination  that such  indemnification of the officer
or director  is proper in the  circumstances  because he has met the  applicable
standard of conduct set forth in Section 5.01.  Such  determination  may be made
only  (A)  by a  majority  vote  of  a  quorum  constituting  directors  of  the
corporation  who  were  not and are not  parties  to any  such  action,  suit or
proceeding,  or (B) if such a quorum is not  obtainable  or if a  majority  of a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (C) by the stockholders,  or (D) by the Court of Chancery of
the State of Delaware or (if the  corporation  is a party  thereto) the court in
which  such  action,   suit  or  proceeding  was  brought,   if  any.  Any  such
determination  may be made by a court under division (D) of this Section 5.04 at
any time (including,  without limitation,  any time before,  during or after the
time when any such determination may be requested of, be under  consideration by
or have been denied or disregarded by the disinterested directors under division
(A) or by independent  legal counsel under  division (B) or by the  shareholders
under division (C) of this Section 5.04);  and no failure for any reason to make
any  such  determination,  and no  decision  for any  reason  to deny  any  such
determination,   by  the  disinterested  directors  under  division  (A)  or  by
independent  legal counsel under division (B) or by shareholders  under division
(C) of this  Section  5.04 shall be  evidence  in  rebuttal  of the  presumption
recited in Section 5.01. Any determination  made by the disinterested  directors
under  division (A) or by  independent  legal counsel under division (B) of this
Section 5.04 to make  indemnification  in respect of any claim,  issue or matter
asserted  in an action or suit  threatened  or brought by or in the right of the
corporation  shall be  promptly  communicated  to the person who  threatened  or
brought  such  action or suit,  and within  ten (10) days after  receipt of such
notification  such person shall have the right to petition the Court of Chancery
of the State of Delaware or the court in which such action or suit was  brought,
if any, to review the reasonableness of such determination.

     Section  5.05.  Advances  for  Expenses.   Expenses   (including,   without
limitation,  attorneys' fees,  filing fees, court reporters' fees and transcript
costs)  incurred in  defending  any action,  suit or  proceeding  referred to in
Section  5.01  shall  be  paid  by the  corporation  in  advance  of  the  final
disposition of such action, suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him, but only if such officer
or director  shall  first  agree,  in  writing,  to repay all amounts so paid in
respect of any claim,  issue or other matter  asserted in such  action,  suit or
proceeding  in defense of which he shall not have been  successful on the merits
or otherwise:

                                      -6-
(A) If it shall  ultimately  be determined as provided in Section 5.04
     that he is not entitled to be  indemnified  by the  corporation as provided
     under Section 5.01; or

          (B) If, in respect of any claim,  issue or other matter asserted by or
     in the right of the  corporation in such action or suit, he shall have been
     adjudged to be liable for gross negligence or intentional misconduct in the
     performance of his duty to the  corporation,  unless and only to the extent
     that the Court of  Chancery  of the State of Delaware or the court in which
     such action or suit was brought  shall  determine  upon  application  that,
     despite  such   adjudication   of  liability,   and  in  view  of  all  the
     circumstances,  he is fairly and reasonably entitled to all or part of such
     indemnification.

     Section 5.06. Article V Not Exclusive. The indemnification provided by this
Article V shall not be deemed  exclusive of any other rights to which any person
seeking  indemnification  may be entitled under the certificate of incorporation
or any by-law,  agreement,  vote of stockholders or disinterested  directors, or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be an officer or director of the  corporation  and shall inure
to the benefit of the heirs, executors, and administrators of such a person.

     Section  5.07.  Insurance.   The  corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  trustee,  officer,  employee,  or agent of another  corporation
(domestic  or foreign,  nonprofit or for profit),  partnership,  joint  venture,
trust or other  enterprise,  against  any  liability  asserted  against  him and
incurred  by him in any such  capacity,  or  arising  out of his status as such,
whether  or not the  corporation  would  have  the  obligation  or the  power to
indemnify him against such liability under the provisions of this Article V.

     Section 5.08. Certain  Definitions.  For purposes of this Article V, and as
examples and not by way of limitation:

          (A) A person  claiming  indemnification  under this Article V shall be
     deemed to have been successful on the merits or otherwise in defense of any
     action,  suit or  proceeding  referred to in Section 5.01, or in defense of
     any  claim,  issue  or  other  matter  therein,  if  such  action,  suit or
     proceeding  shall  be  terminated  as  to  such  person,  with  or  without
     prejudice,  without the entry of a judgment or order against him, without a
     conviction  of him,  without the  imposition of a fine upon him and without
     his payment or agreement to pay any amount in settlement  thereof  (whether
     or not any such termination is based upon a judicial or other determination
     of the lack of merit of the claims made against him or otherwise results in
     a vindication of him); and

          (B) References to an "other enterprise" shall include employee benefit
     plans;  references to a "fine" shall include any excise taxes assessed on a
     person with respect to an employee benefit plan; and references to "serving
     at the request of the corporation" shall include any service as a director,
     officer,  employee or agent of the corporation  which imposes duties on, or
     involves  services  by,  such  director,  officer,  employee  or agent with

                                      -7-
respect to an employee benefit plan, its participants or beneficiaries; and
     a person who acted in good faith and in a manner he reasonably  believed to
     be in the  best  interests  of the  participants  and  beneficiaries  of an
     employee  benefit  plan  shall be  deemed  to have  acted in a manner  "not
     opposed to the best  interests  of the  corporation"  within the meaning of
     that term as used in this Article V.

     Section 5.09.  Venue.  Any action,  suit or proceeding to determine a claim
for  indemnification  under  this  Article  V may be  maintained  by the  person
claiming such indemnification,  or by the corporation,  in the Court of Chancery
of the State of Delaware. The corporation and (by claiming such indemnification)
each such person consent to the exercise of jurisdiction  over its or his person
by the Court of Chancery of the State of  Delaware in any such  action,  suit or
proceeding.

     Section 5.10.  Contractual Nature. The foregoing provisions of this Article
V shall be deemed to be a contract between the corporation and each director and
officer who serves in such  capacity at any time while this  Section  5.10 is in
effect,  and any repeal or  modification  thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action,  suit or proceeding  theretofore  or thereafter  brought
based in whole or in part upon any such state of facts.

ITEM 7.     Exemption from Registration Claimed.

     Not applicable.

ITEM 8.     Exhibits.

     See the Exhibit Index attached hereto.

     The undersigned Registrant hereby undertakes to submit the Plan, to the IRS
in a timely  manner and to make those  changes,  if any,  required by the IRS in
order for the Plan to qualify as a tax-qualified  employee  benefit plan meeting
the  requirements  of Section  401(a) of the Internal  Revenue Code of 1986,  as
amended.

ITEM 9.     Undertakings.

A.   The undersigned Registrant hereby undertakes:

     (1)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)  To include any  prospectus  required  by Section  10(a)(3) of the
               Securities Act of 1933;

          (ii) To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or

                                      -8-
in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the registration statement; and

          (iii)To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement;

          provided,  however,  that paragraphs A(1)(i) and A(1)(ii) do not apply
          if  the  information  required  to  be  included  in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          with or  furnished to the  Commission  by the  registrant  pursuant to
          section 13 or section 15(d) of the Exchange Act that are  incorporated
          by reference in this registration statement.

     (2)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act of 1933,  each such  post-effective  amendment shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

B.   The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report pursuant to Section 13(a) or Section 15(d)
     of the Exchange Act (and each filing of an employee  benefit  plan's annual
     report  pursuant to Section 15(d) of the Exchange Act) that is incorporated
     by  reference  in the  registration  statement  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

C.   Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     registrant has been advised that in the opinion of the the Commission  such
     indemnification  is against  public  policy as expressed in the Act and is,
     therefore,  unenforceable.  In the event  that a claim for  indemnification
     against  such  liabilities  (other  than the payment by the  registrant  of
     expenses incurred or paid by a director,  officer or controlling  person of
     the registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director,  officer or controlling  person in connection
     with the securities being  registered,  the registrant will,  unless in the
     opinion  of  its  counsel  the  matter  has  been  settled  by  controlling
     precedent,  submit  to a court of  appropriate  jurisdiction  the  question
     whether such indemnification by it is against public policy as expressed in
     the Act and will be governed by the final adjudication of such issue.

                                   SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration

                                      -9-
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Columbus, State of Ohio, on the 18th day of December,
1996.

                                    WORTHINGTON INDUSTRIES, INC.

                                By: /s/Donald G. Barger, Jr.
                                       _________________________________________
                                       Donald G. Barger, Jr., Vice President
                                       and Chief Financial Officer

                                      -10-
Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on the 18th day of December, 1996.

Signature                           Title
---------                          -------

/s/ John H. McConnell          *    Chairman Emeritus and Director
    ___________________________
    John H. McConnell

/s/ John P. McConnell          *    Chairman of the Board, Chief Executive
    ___________________________     Officer and Director
    John P. McConnell

/s/ Donal H. Malenick          *    President, Chief Operating
    ___________________________     Officer and Director
    Donal H. Malenick

/s/ Pete A. Klisares           *    Executive Vice President and
    ___________________________     Director
    Pete A. Klisares

/s/ Donald G. Barger, Jr.           Vice President and
    ___________________________     Chief Financial Officer
    Donald G. Barger, Jr.

/s/ William S. Dietrich             President-Dietrich Industries and
    ___________________________     Director
    William S. Dietrich

/s/ Charles D. Minor           *    Secretary and Director
    ___________________________
    Charles D. Minor

/s/ Charles R. Carson          *    Director
    ___________________________
    Charles R. Carson

/s/ John E. Fisher             *    Director
    ___________________________
    John E. Fisher

/s/ John F. Havens             *    Director
    ___________________________
    John F. Havens

                                      -11-
/s/ Katherine S. LeVeque       *    Director
    ___________________________
    Katherine S. LeVeque

/s/ Robert B. McCurry          *    Director
    ___________________________
    Robert B. McCurry

/s/ Gerald B. Mitchell         *    Director
    ___________________________
    Gerald B. Mitchell

/s/ James Petropoulos          *    Director
    ___________________________
    James Petropoulos

*By: /s/Donald G. Barger, Jr.
     _______________________________________
     Donald G. Barger, Jr., Attorney-in-Fact

* Attorney-In-Fact

THE PLAN.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  Registration   Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Columbus, State of Ohio,
on the 18th day of December, 1996.

                                    THE WORTHINGTON STEEL COMPANY (MALVERN)
                                    UNION RETIREMENT
                                    SAVINGS PLAN
                                    Deferred Profit Sharing Plan

                                    By: /s/ Thomas L. Hockman
                                            ____________________________
                                            Thomas L. Hockman, Secretary
                                            of the Fund Committee

                                      -12-
EXHIBIT INDEX

EXHIBIT
  NO.       DESCRIPTION
-------     -----------

  4(a)    Certificate  of   Incorporation   of  Worthington   Industries,   Inc.
          (Incorporated by reference to Exhibit 3 of the Registrant's  Quarterly
          Report on Form 10-Q for the Fiscal  Quarter ended August 31, 1993, SEC
          File No.0-4016.)

  4(b)    Bylaws of Worthington  Industries,  Inc. (Incorporated by reference to
          Exhibit 3(b) of the Registrant's Quarterly Report on Form 10-K for the
          Fiscal Year ended May 31, 1992, SEC File No. 0-4016)

  23      Consent of Independent Auditors for the Company

  24      Powers of Attorney

An opinion of counsel  (Exhibit 5) is not being filed since the securities being
registered  are not original issue  securities and the registrant  undertakes to
submit the Plan to the Internal  Revenue  Service ("IRS") in a timely manner and
to make all changes required by the IRS in order to qualify the Plan.