As filed with the Securities and Exchange Commission on November 5, 1997 -
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             TOWER AUTOMOTIVE, INC.
             (Exact name of registrant as specified in its charter)
                  Delaware                                41-1746238
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)
                  4508 IDS Center, Minneapolis, Minnesota 55402
               (Address of Principal Executive Offices) (Zip Code)
                       Tower Automotive Union 401(k) Plan
                 Tower Automotive Profit Sharing Retirement Plan
                     Tower Automotive Employee Savings Plan
                  Tower Automotive Employee 401(k) Savings Plan
                    Tower Automotive Savings Investment Plan
                   Tower Automotive Savings and Security Plan
                            (Full Title of the Plans)
          Scott D. Rued, 4508 IDS Center, Minneapolis, Minnesota 55402
                     (Name and address of agent for service)
                          Copies of Communications to:
                              Michael G. Wooldridge
                      Varnum, Riddering, Schmidt & Howlett
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000
<TABLE>
                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

                                                        Proposed              Proposed
          Title of                                       Maximum               Maximum
      Securities Being           Amount to be        Offering Price           Aggregate             Amount of
         Registered               Registered          Per Share(2)        Offering Price(2)     Registration Fee
-------------------------------------------------------------------------------------------------------------------
<S>                           <C>                        <C>                 <C>                    <C>
Common Stock, par value
$.01 per share                510,000 shares(1)          $42.125             $21,483,750            $6,510.22
-------------------------------------------------------------------------------------------------------------------

</TABLE>
(1)      Includes  (a) 70,000  shares  that may be issued  pursuant to the Tower
         Automotive  Union  401(k)  Plan,  (b) 45,000  shares that may be issued
         pursuant to the Tower  Automotive  Profit Sharing  Retirement Plan, (c)
         200,000  shares  that may be issued  pursuant  to the Tower  Automotive
         Employee  Savings Plan, (d) 130,000 shares that may be issued  pursuant
         to the Tower Automotive Employee 401(k) Savings Plan, (e) 20,000 shares
         that may be issued pursuant to the Tower Automotive  Savings Investment
         Plan,  and (f) 45,000  shares that may be issued  pursuant to the Tower
         Automotive   Savings  and  Security  Plan,  until  a  new  Registration
         Statement becomes effective.   All such plans are collectively referred
         to herein as the "Plans."
(2)      For the purpose of computing the registration fee only, the price shown
         is based upon the price of $42.125  per share,  the average of the high
         and low sales prices for the Common Stock of Tower Automotive,  Inc. on
         the New York Stock  Exchange on October 31, 1997,  in  accordance  with
         Rule 457(h).


In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration statement covers an indeterminate amount of interests to be offered
and sold pursuant to the Plans described herein.
<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     Information  required  by  Part  I to be  contained  in the  Section  10(a)
prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


 Item 3.  Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are incorporated herein by reference:

          (a) The  Annual  Report  on Form 10-K of the  Registrant  for the year
     ended December 31, 1996.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
     end of the fiscal year covered by the Annual  Report on Form 10-K  referred
     to in (a) above.

          (c) The description of the Registrant's  Common Stock contained in the
     Registrant's  Registration  Statement on Form 8-A (File No.  1-12733) filed
     February 11, 1997, pursuant to Section 12(b) of the Exchange Act, including
     any   amendments  or  reports  filed  for  the  purpose  of  updating  such
     description.

     All  reports  and  other  documents  subsequently  filed by the  Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, as well as
any Plan's latest annual report filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act, prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from the date of the filing of such
reports and documents.  Any statement  contained in a document  incorporated  or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

Item 6.  Indemnification of Directors and Officers

     Section  102(b)(7) of the General  Corporation Law of the State of Delaware
permits a Delaware  corporation to limit the personal liability of its directors
in accordance  with the provisions  set forth therein.  The Amended and Restated
Certificate  of  Incorporation  of the  Registrant  provides  that the  personal
liability of its directors  shall be limited to the fullest extent  permitted by
applicable law.

                                        1
<PAGE>
     Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
contains provisions  permitting Delaware  corporations  organized  thereunder to
indemnify directors,  officers,  employees or agents against expenses, including
attorneys' fees,  judgments,  fines and amounts paid in settlement  actually and
reasonably  incurred in  connection  with any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  by reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of the  corporation  provided  that (i) such person
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not  opposed  to the  corporation's  best  interests  and  (ii) in the case of a
criminal  proceeding  such person had no reasonable  cause to believe his or her
conduct was unlawful.  In the case of actions or suits by or in the right of the
corporation,  no  indemnification  shall be made in a case in 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.  Indemnification
as described above shall be granted in a specific case only upon a determination
that indemnification is proper in the circumstances  because such person has met
the applicable  standard of conduct.  Such determination  shall be made (a) by a
majority of a quorum of directors who were not parties to such  proceeding,  (b)
if such a quorum cannot be obtained or if a quorum of disinterested directors so
directs,  by  independent  legal  counsel  in a  written  opinion  or (c) by the
stockholders  of the  corporation.  The  Amended  and  Restated  Certificate  of
Incorporation and the Amended and Restated By-Laws of the Registrant provide for
indemnification of its directors and officers to the fullest extent permitted by
applicable law.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits

     Reference  is made to the  Exhibit  Index  which  appears on page S-6.  The
Company  hereby  undertakes  that it shall  submit the Plans and any  amendments
thereto  to the  Internal  Revenue  Service  in order to  maintain  the Plans as
qualified  plans under  Section 401 of the  Internal  Revenue  Code of 1986,  as
amended, to the extent required.

Item 9.  Undertakings

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

               (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  (1)(i)  and  (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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                                        2
<PAGE>
          (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.

     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
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

     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 Securities  and Exchange  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.


                                        3
<PAGE>
                                   SIGNATURES

     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
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Minneapolis,  State of Minnesota,  on the 3rd day of
November, 1997.



                                        TOWER AUTOMOTIVE, INC.


                                        By /s/ S. A. Johnson
                                           S. A. Johnson, Chairman of the Board



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Dugald K. Campbell and Anthony A. Barone,  and
each of them, as true and lawful  attorneys-in-fact  and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  there-with,  with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing  required and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents,  or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been  signed  below on  November  3,  1997,  by the
following persons in the capacities indicated.


/s/ S. A. Johnson                            /s/ Adrian Vander Starre
S. A. Johnson, Chairman and Director         Adrian Vander Starre, Director

/s/ Dugald K. Campbell                       /s/ Anthony A. Barone
Dugald K. Campbell, President,               Anthony A. Barone, Vice President
Chief Executive Officer and Director         and Chief Financial Officer
(Principal Executive Officer)

/s/ Scott D. Rued                            /s/ James R. Lozelle
Scott D. Rued, Director                      James R. Lozelle, Director


Eric J. Rosen, Director                      /s/ W.H. Clement
                                             W.H. Clement, Director

/s/ F. J. Loughrey                           
F. J. Loughrey, Director                     Matthew O. Diggs, Jr. Director

/s/ Kim B. Clark
Kim B. Clark, Director


                                       S-1
<PAGE>
                                  EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:


Exhibit
Number                       Description of Document


5        Determination Letters issued by the Internal Revenue Service evidencing
         the Plans'  qualification  under Section 401(a) of the Internal Revenue
         Code

23       Consent of Arthur Andersen, LLP -included on page S-3 hereof

24       Power of Attorney included in Part II of Registration Statement




                                       S-2
<PAGE>
                                   EXHIBIT 5

INTERNAL REVENUE SERVICE                            DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 2508
CINCINNATI, OH 45201
                                              Employer Identification Number:
Date: August 21, 1996                                  41-1746238
                                              DLN:
TOWER AUTOMOTIVE, INC.                                 17007046006006
C/O MARY W. MANGUSE                           Person to Contact:
VARNUM, RIDDERING, SCHMIDT & HOWLETT                   JUDY HEGENER
333 BRIDGE ST., NW, PO BOX 352                Contact Telephone Number:
GRAND RAPIDS, MI   49501-0352                          (513) 684-3957
                                              Plan Name:
                                                        RET. PLAN

                                              Plan Number: 002

Dear Applicant:

     We have made a  favorable  determination  on your plan,  identified  above,
based on the  information  supplied.  Please keep this letter in your  permanent
records.

     Continued  qualification  of the plan under its present form will depend on
its  effect  in  operation.   (See  section  1.401-1(b)(3)  of  the  Income  Tax
Regulations.) We will review the status of the plan in operation periodically.

     The  enclosed   document   explains  the  significance  of  this  favorable
determination  letter,  points out some  features  that may affect the qualified
status  of your  employee  retirement  plan,  and  provides  information  on the
reporting  requirements  for your  plan.  It also  describes  some  events  that
automatically nullify it. It is very important that you read the publication.

     This  letter  relates  only to the status of your plan  under the  Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

     This  determination is subject to your adoption of the proposed  amendments
submitted in your letter dated August 05, 1996. The proposed  amendments  should
be  adopted  on or before  the date  prescribed  by the  regulations  under Code
section 401(b).

     This  determination  letter is applicable for the  amendment(s)  adopted on
04/28/95 & 06/26/98.

     This determination  letter is also applicable for the amendment(s)  adopted
on 12/21/94 & 03/30/95.

     This plan has been mandatorily  disaggregated,  permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.

     This plan satisfies the  nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2)  of the regulations on the basis of a general test described
in the regulations.

     This letter is issued under Rev.  Proc.  93-39 and considers the amendments
required by the Tax Reform Act of 1986  except as  otherwise  specified  in this
letter.

     This plan satisfies the nondiscriminatory current availability requirements
of section  1.401(a)(4)-4(b)  of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the Plan's
coverage  group.  For this purpose,  the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
<PAGE>
TOWER AUTOMOTIVE, INC.



     This  letter  may not be  relied  upon with  respect  to  whether  the plan
satisfies  the  qualification  requirements  as  amended  by the  Uruguay  Round
Agreements Act, Pub. L. 103-465.

     We have sent a copy of this letter to your  representative  as indicated in
the power of attorney.

     If you have  questions  concerning  this matter,  please contact the person
whose name and telephone number are shown above.

                                Sincerely yours,

                                       /s/

                                District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
   for Employee Benefit Plans
<PAGE>
                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     As independent public  accountants,  we hereby consent to the incorporation
by reference  in this  registration  statement of our report dated  February 18,
1997,  incorporated by reference in Tower  Automotive,  Inc.'s Form 10-K for the
year ending  December 31, 1996,  and to all  references  to our Firm included in
this registration statement.


                                  /s/ ARTHUR ANDERSEN LLP
                                  ARTHUR ANDERSEN LLP



Minneapolis, Minnesota
November 5, 1997






                                   Exhibit 23


                                       S-3
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22356}]
{"company-data": {"conformed-name": "TOWER AUTOMOTIVE INC", "cik": "0000925548", "assigned-sic": "3460", "irs-number": "411746238", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39523", "film-number": "97707930"}, "business-address": {"street1": "4508 IDS CENTER", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "6123422310"}, "mail-address": {"street1": "4508 IDS CENTER", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402"}}
As filed with the Securities and Exchange Commission on November 5, 1997 -
Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             TOWER AUTOMOTIVE, INC.
             (Exact name of registrant as specified in its charter)
                  Delaware                                41-1746238
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
      incorporation or organization)
                  4508 IDS Center, Minneapolis, Minnesota 55402
               (Address of Principal Executive Offices) (Zip Code)
                       Tower Automotive Union 401(k) Plan
                 Tower Automotive Profit Sharing Retirement Plan
                     Tower Automotive Employee Savings Plan
                  Tower Automotive Employee 401(k) Savings Plan
                    Tower Automotive Savings Investment Plan
                   Tower Automotive Savings and Security Plan
                            (Full Title of the Plans)
          Scott D. Rued, 4508 IDS Center, Minneapolis, Minnesota 55402
                     (Name and address of agent for service)
                          Copies of Communications to:
                              Michael G. Wooldridge
                      Varnum, Riddering, Schmidt & Howlett
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------

                                                        Proposed              Proposed
          Title of                                       Maximum               Maximum
      Securities Being           Amount to be        Offering Price           Aggregate             Amount of
         Registered               Registered          Per Share(2)        Offering Price(2)     Registration Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share                510,000 shares(1)          $42.125             $21,483,750            $6,510.22
-------------------------------------------------------------------------------------------------------------------
(1)      Includes  (a) 70,000  shares  that may be issued  pursuant to the Tower
         Automotive  Union  401(k)  Plan,  (b) 45,000  shares that may be issued
         pursuant to the Tower  Automotive  Profit Sharing  Retirement Plan, (c)
         200,000  shares  that may be issued  pursuant  to the Tower  Automotive
         Employee  Savings Plan, (d) 130,000 shares that may be issued  pursuant
         to the Tower Automotive Employee 401(k) Savings Plan, (e) 20,000 shares
         that may be issued pursuant to the Tower Automotive  Savings Investment
         Plan,  and (f) 45,000  shares that may be issued  pursuant to the Tower
         Automotive   Savings  and  Security  Plan,  until  a  new  Registration
         Statement becomes effective.   All such plans are collectively referred
         to herein as the "Plans."
(2)      For the purpose of computing the registration fee only, the price shown
         is based upon the price of $42.125  per share,  the average of the high
         and low sales prices for the Common Stock of Tower Automotive,  Inc. on
         the New York Stock  Exchange on October 31, 1997,  in  accordance  with
         Rule 457(h).

In addition,  pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration statement covers an indeterminate amount of interests to be offered
and sold pursuant to the Plans described herein.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information  required  by  Part  I to be  contained  in the  Section  10(a)
prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.  Incorporation of Documents by Reference

     The following  documents filed with the Securities and Exchange  Commission
(the "Commission") are incorporated herein by reference:

          (a) The  Annual  Report  on Form 10-K of the  Registrant  for the year
     ended December 31, 1996.

          (b) All other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
     end of the fiscal year covered by the Annual  Report on Form 10-K  referred
     to in (a) above.

          (c) The description of the Registrant's  Common Stock contained in the
     Registrant's  Registration  Statement on Form 8-A (File No.  1-12733) filed
     February 11, 1997, pursuant to Section 12(b) of the Exchange Act, including
     any   amendments  or  reports  filed  for  the  purpose  of  updating  such
     description.

     All  reports  and  other  documents  subsequently  filed by the  Registrant
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, as well as
any Plan's latest annual report filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act, prior to the filing of a post-effective  amendment which indicates
that all  securities  offered  hereby  have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference  herein  and to be a part  hereof  from the date of the filing of such
reports and documents.  Any statement  contained in a document  incorporated  or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained  herein or in any other  subsequently  filed document which
also is incorporated  or deemed to be incorporated by reference  herein modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4.  Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

Item 6.  Indemnification of Directors and Officers

     Section  102(b)(7) of the General  Corporation Law of the State of Delaware
permits a Delaware  corporation to limit the personal liability of its directors
in accordance  with the provisions  set forth therein.  The Amended and Restated
Certificate  of  Incorporation  of the  Registrant  provides  that the  personal
liability of its directors  shall be limited to the fullest extent  permitted by
applicable law.

                                        1
Section  145 of the  General  Corporation  Law of  the  State  of  Delaware
contains provisions  permitting Delaware  corporations  organized  thereunder to
indemnify directors,  officers,  employees or agents against expenses, including
attorneys' fees,  judgments,  fines and amounts paid in settlement  actually and
reasonably  incurred in  connection  with any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative,  by reason of the fact  that  such  person is or was a  director,
officer,  employee  or agent of the  corporation  provided  that (i) such person
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not  opposed  to the  corporation's  best  interests  and  (ii) in the case of a
criminal  proceeding  such person had no reasonable  cause to believe his or her
conduct was unlawful.  In the case of actions or suits by or in the right of the
corporation,  no  indemnification  shall be made in a case in 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.  Indemnification
as described above shall be granted in a specific case only upon a determination
that indemnification is proper in the circumstances  because such person has met
the applicable  standard of conduct.  Such determination  shall be made (a) by a
majority of a quorum of directors who were not parties to such  proceeding,  (b)
if such a quorum cannot be obtained or if a quorum of disinterested directors so
directs,  by  independent  legal  counsel  in a  written  opinion  or (c) by the
stockholders  of the  corporation.  The  Amended  and  Restated  Certificate  of
Incorporation and the Amended and Restated By-Laws of the Registrant provide for
indemnification of its directors and officers to the fullest extent permitted by
applicable law.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits

     Reference  is made to the  Exhibit  Index  which  appears on page S-6.  The
Company  hereby  undertakes  that it shall  submit the Plans and any  amendments
thereto  to the  Internal  Revenue  Service  in order to  maintain  the Plans as
qualified  plans under  Section 401 of the  Internal  Revenue  Code of 1986,  as
amended, to the extent required.

Item 9.  Undertakings

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

               (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  (1)(i)  and  (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
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

                                        2
(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.

     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
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

     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 Securities  and Exchange  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.

                                        3
SIGNATURES

     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
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Minneapolis,  State of Minnesota,  on the 3rd day of
November, 1997.

                                        TOWER AUTOMOTIVE, INC.

                                        By /s/ S. A. Johnson
                                           S. A. Johnson, Chairman of the Board

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Dugald K. Campbell and Anthony A. Barone,  and
each of them, as true and lawful  attorneys-in-fact  and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement  and to file  the  same,  with all
exhibits  thereto,  and  other  documents  in  connection  there-with,  with the
Securities and Exchange Commission and any other regulatory authority,  granting
unto  said  attorneys-in-fact  and  agents,  and each of them,  full  power  and
authority to do and perform each and every act and thing  required and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in  person,  hereby  ratifying  and  confirming  all that said
attorneys-in-fact  and agents,  or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been  signed  below on  November  3,  1997,  by the
following persons in the capacities indicated.

/s/ S. A. Johnson                            /s/ Adrian Vander Starre
S. A. Johnson, Chairman and Director         Adrian Vander Starre, Director

/s/ Dugald K. Campbell                       /s/ Anthony A. Barone
Dugald K. Campbell, President,               Anthony A. Barone, Vice President
Chief Executive Officer and Director         and Chief Financial Officer
(Principal Executive Officer)

/s/ Scott D. Rued                            /s/ James R. Lozelle
Scott D. Rued, Director                      James R. Lozelle, Director

Eric J. Rosen, Director                      /s/ W.H. Clement
                                             W.H. Clement, Director

/s/ F. J. Loughrey                           
F. J. Loughrey, Director                     Matthew O. Diggs, Jr. Director

/s/ Kim B. Clark
Kim B. Clark, Director

                                       S-1
EXHIBIT INDEX

     The following exhibits are filed as a part of the Registration Statement:

Exhibit
Number                       Description of Document

5        Determination Letters issued by the Internal Revenue Service evidencing
         the Plans'  qualification  under Section 401(a) of the Internal Revenue
         Code

23       Consent of Arthur Andersen, LLP -included on page S-3 hereof

24       Power of Attorney included in Part II of Registration Statement

                                       S-2
EXHIBIT 5

INTERNAL REVENUE SERVICE                            DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 2508
CINCINNATI, OH 45201
                                              Employer Identification Number:
Date: August 21, 1996                                  41-1746238
                                              DLN:
TOWER AUTOMOTIVE, INC.                                 17007046006006
C/O MARY W. MANGUSE                           Person to Contact:
VARNUM, RIDDERING, SCHMIDT & HOWLETT                   JUDY HEGENER
333 BRIDGE ST., NW, PO BOX 352                Contact Telephone Number:
GRAND RAPIDS, MI   49501-0352                          (513) 684-3957
                                              Plan Name:
                                                        RET. PLAN

                                              Plan Number: 002

Dear Applicant:

     We have made a  favorable  determination  on your plan,  identified  above,
based on the  information  supplied.  Please keep this letter in your  permanent
records.

     Continued  qualification  of the plan under its present form will depend on
its  effect  in  operation.   (See  section  1.401-1(b)(3)  of  the  Income  Tax
Regulations.) We will review the status of the plan in operation periodically.

     The  enclosed   document   explains  the  significance  of  this  favorable
determination  letter,  points out some  features  that may affect the qualified
status  of your  employee  retirement  plan,  and  provides  information  on the
reporting  requirements  for your  plan.  It also  describes  some  events  that
automatically nullify it. It is very important that you read the publication.

     This  letter  relates  only to the status of your plan  under the  Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.

     This  determination is subject to your adoption of the proposed  amendments
submitted in your letter dated August 05, 1996. The proposed  amendments  should
be  adopted  on or before  the date  prescribed  by the  regulations  under Code
section 401(b).

     This  determination  letter is applicable for the  amendment(s)  adopted on
04/28/95 & 06/26/98.

     This determination  letter is also applicable for the amendment(s)  adopted
on 12/21/94 & 03/30/95.

     This plan has been mandatorily  disaggregated,  permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.

     This plan satisfies the  nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2)  of the regulations on the basis of a general test described
in the regulations.

     This letter is issued under Rev.  Proc.  93-39 and considers the amendments
required by the Tax Reform Act of 1986  except as  otherwise  specified  in this
letter.

     This plan satisfies the nondiscriminatory current availability requirements
of section  1.401(a)(4)-4(b)  of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the Plan's
coverage  group.  For this purpose,  the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
TOWER AUTOMOTIVE, INC.

     This  letter  may not be  relied  upon with  respect  to  whether  the plan
satisfies  the  qualification  requirements  as  amended  by the  Uruguay  Round
Agreements Act, Pub. L. 103-465.

     We have sent a copy of this letter to your  representative  as indicated in
the power of attorney.

     If you have  questions  concerning  this matter,  please contact the person
whose name and telephone number are shown above.

                                Sincerely yours,

                                       /s/

                                District Director

Enclosures:
Publication 794
Reporting & Disclosure Guide
   for Employee Benefit Plans
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

     As independent public  accountants,  we hereby consent to the incorporation
by reference  in this  registration  statement of our report dated  February 18,
1997,  incorporated by reference in Tower  Automotive,  Inc.'s Form 10-K for the
year ending  December 31, 1996,  and to all  references  to our Firm included in
this registration statement.

                                  /s/ ARTHUR ANDERSEN LLP
                                  ARTHUR ANDERSEN LLP

Minneapolis, Minnesota
November 5, 1997

                                   Exhibit 23

                                       S-3