As filed with the  Securities  and  Exchange  Commission  on  December 5, 1996 -
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, Inc. Independent Director Stock Option Plan
                            (Full Title of the Plan)

          Scott D. Rued, 4508 IDS Center, Minneapolis, Minnesota 55402
                            Telephone: (612) 342-2310
           (Name, address, and telephone number of agent for service)

                          Copies of Communications to:
                              Michael G. Wooldridge
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000
<TABLE>
                                             CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                        Proposed                Proposed
                                                         Maximum                 Maximum                 Amount of
  Title of Securities         Amount Being           Offering Price             Aggregate              Registration
   Being Registered            Registered             Per Share(1)          Offering Price(1)             Fee(2)
<S>                          <C>                     <C>                    <C>                        <C>   
=====================================================================================================================
Common Stock,
par value $.01
per share                    100,000 shares              $31.625               $3,162,500                 $958.33
=====================================================================================================================
</TABLE>

(1)  For the purpose of computing the  registration fee only, the price shown is
     based upon the price of $31.625 per share,  the average of the high and low
     sales prices for the Common Stock of Tower  Automotive,  Inc. in the NASDAQ
     National Market System on December 2, 1996, in accordance with Rule 457(h).
(2)  Registration  fee is  calculated on the basis of 1/33 of 1% of the proposed
     maximum aggregate offering price of $3,162,500.


<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         Information  required by Part I to be  contained  in the Section  10(a)
prospectus 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, 1995.

     (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 Report on Form 8-A (File No. 0-24644) filed August 8, 1994 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, 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.


                                       S-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 ByLaws 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.

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 in the aggregate, represents
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement.  Notwithstanding the foregoing,  any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of  securities  offered  would not exceed
                    that which was registered) and any deviation from the low or
                    high and of the  estimated  maximum  offering  range  may be
                    reflected  in  the  form  of   prospectus   filed  with  the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes  in  volume  and  price  represent  no more  than 20
                    percent change in the maximum  aggregate  offering price set
                    forth in the "Calculation of Registration  Fee" table in the
                    effective 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
          by the Registrant S-2
<PAGE>



         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) 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
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.

         (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  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.




                                       S-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 5th day of
December, 1996.


                                                TOWER AUTOMOTIVE, INC.


                                                By    /s/ S.A. Johnson

                                                 Its   Chairman and Director


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints S. A. Johnson and Dugald K. Campbell, and
each of them, his true and lawful attorney-in-fact and agent, 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  therewith,  with  the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, 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  attorney-in-fact  and
agent, or his substitute, 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  December  5,  1996,  by the
following persons in the capacities indicated.


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


/s/ Dugald K. Campbell                       /s/ James R. Lozelle
Dugald K. Campbell,                          James R. Lozelle, 
President, Chief Executive                   Executive Vice President
Officer and Director                         and Director
(Principal Executive Officer)            


/s/ Scott D. Rued                            /s/ W. H. Clement
Scott D. Rued,                               W. H. Clement,
Vice President and Director                  Director


/s/ Eric J. Rosen                            /s/ Matthew O. Diggs, Jr.
Eric J. Rosen,                               Matthew O. Diggs, Jr., 
Director                                     Director


/s/ F. J. Loughrey                           /s/ Kim B. Clark
F. J. Loughrey,                              Kim B. Clark, 
Director                                     Director


/s/ Anthony A. Barone
Anthony A. Barone, 
Vice President and Chief
Financial Officer (Principal 
Financial and
Accounting Officer)

                                       S-4

<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  January 26, 1996
incorporated  by  reference in Tower  Automotive,  Inc.'s Form 10-K for the year
ended  December  31,  1995;  our report  dated March 31, 1996  included in Tower
Automotive,  Inc.'s Form 10-K/A for the year ended December 31, 1995; our report
dated March 21, 1996 included in Tower Automotive, Inc.'s Form 8-K/A dated March
27, 1996;  our report dated May 31, 1996  included in Tower  Automotive,  Inc.'s
Form 8-K dated May 31, 1996;  and to all references to our firm included in this
registration statement.


                                                     /s/ ARTHUR ANDERSEN LLP
                                                     ARTHUR ANDERSEN LLP

Minneapolis, Minnesota
   December 5, 1996


                                       S-5

<PAGE>



                                  EXHIBIT INDEX

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




Exhibit
Number                    Description of Document

4.3     Tower Automotive, Inc. Independent Director Stock Option Plan

5.1     Opinion of Varnum, Riddering, Schmidt &  Howlett LLP with respect to the
        legality of the securities being registered  

23.1    Consent of Arthur Andersen LLP - included on page S-5 hereof
 
23.2    Consent of Varnum, Riddering, Schmidt & Howlett LLP (included in opinion
        filed as Exhibit 5.1)

24.1    Power of Attorney - included on page S-4 hereof






                                       S-6

<PAGE>



                             TOWER AUTOMOTIVE, INC.
                     INDEPENDENT DIRECTOR STOCK OPTION PLAN


         1. Name and  Purpose.  This plan shall be called the Tower  Automotive,
Inc.  Independent  Director Stock Option Plan (the "Plan"). The Plan is intended
to encourage  stock  ownership by  Independent  Directors (as defined  below) of
Tower  Automotive,  Inc.  (the  "Company"),  to provide such  directors  with an
additional  incentive to manage the Company effectively and to contribute to its
success,  and to provide a form of  compensation  which will  attract and retain
highly  qualified  individuals  as  members  of the  Board of  Directors  of the
Company.

         2. Effective Date and Term of the Plan. The Plan shall become effective
upon its  approval  by the Board of  Directors  of the Company  (the  "Effective
Date"). The Plan, however, is subject to the approval by the stockholders of the
Company.  If stockholder  approval is not granted within twelve (12) months from
the date of its  adoption by the Board of  Directors,  the Plan shall  thereupon
terminate.  Grants of options may be made prior to stockholder approval, but any
options  granted shall not be  exercisable  prior to stockholder  approval,  and
shall terminate if stockholder approval is not given. Options may not be granted
under the Plan after the tenth (10th)  anniversary  of the  Effective  Date (the
"Term");  provided,  however, that all options outstanding as of that date shall
remain or become exercisable pursuant to their terms and the terms of the Plan.

         3. Administration. The Plan shall be administered by a committee of not
less  than  two (2)  members  of the  Board of  Directors  of the  Company  (the
"Committee"), none of whom may be an Independent Director nor an employee of the
Company or any  subsidiary of the Company.  No member of the Committee  shall be
eligible to  participate  in the Plan and no director may serve on the Committee
if he or she received an award or grant of any equity  securities of the Company
(or any options to acquire such securities) under any plan of the Company during
the one (1) year period prior to service on the Committee.

         The  Committee  may,  from time to time,  establish  such  regulations,
provisions  and  procedures,  within the terms of the Plan, as in the opinion of
its members may be advisable in the  administration  of the Plan.  The Committee
shall keep minutes of its meetings. A majority of the Committee shall constitute
a quorum, and the acts of a majority of a quorum at any meeting, or acts reduced
to or approved in writing by a majority of the members of the  Committee,  shall
be the valid acts of the Committee.

         The  interpretation and construction by the Committee of any provisions
of the Plan or of any  option  granted  pursuant  to the Plan shall be final and
binding  upon  the  Company,  the  Board of  Directors  of the  Company  and any
optionee.  No member of the Board of Directors  of the Company or the  Committee
shall be liable for any action or determination  made in good faith with respect
to the Plan or any option granted pursuant thereto.


                                   EXHIBIT 4.3


<PAGE>



         4. Participation.  Subject to the limitations contained in this Section
4, any  director  of the  Company  who (a) is not a  contractual  nor common law
employee of the Company or any of its subsidiaries, and (b) does not directly or
indirectly  own  beneficially  more than five  percent  (5%) of any  outstanding
security of the Company (including being a shareholder, owner, partner, director
or holder of more than ten percent  (10%) of the equity or capital of any entity
which owns beneficially more than five percent (5%) of any outstanding  security
of the Company) (an "Independent Director"),  may be granted options to purchase
shares of the Company's Common Stock in accordance and consistent with the terms
and conditions of the Plan. An optionee may hold more than one option,  but only
on the terms and subject to the restrictions  hereafter set forth. The Committee
shall  from  time  to  time  determine  the  directors  (among  the  Independent
Directors)  to be granted  options,  the amount of stock to be  optioned to each
director,  and the terms and conditions of the options to be granted. The amount
and other  terms and  conditions  of options  granted to a director at any given
time need not be the same as for any other grant of options.

         5. Stock Available for Options.  Subject to the adjustments as provided
in Subsection  6(h), the aggregate number of shares reserved for purposes of the
Plan shall be 200,000 authorized and unissued shares or issued shares reacquired
by the Company (the  "Shares").  Determinations  as to the number of Shares that
remain  available for issuance  under the Plan shall be made in accordance  with
such rules and  procedures as the Committee  shall  determine from time to time,
which shall be consistent with the  requirements of Rule 16b-3 of the Securities
Exchange  Act of 1934,  as amended,  and such  interpretations  thereof.  If any
outstanding option under the Plan expires or is terminated for any reason before
the end of the Term of the Plan, the shares allocable to the unexercised portion
of such option shall become  available  for the grant of other options under the
Plan.  No shares  delivered  to the  Company  in full or  partial  payment  upon
exercise of an option  pursuant to Subsection 6(d) or in full or partial payment
of any  withholding  tax  liability  permitted  under  Section  9  shall  become
available for the grant of other options under the Plan.

         6. Terms and Conditions of Options of the Plan.  Options  granted under
this Plan shall be evidenced by agreements  in such form as the Committee  shall
from time to time approve,  which agreements shall comply with and be subject to
the following conditions:

                  (a)  Optionee's  Agreement.   Each  optionee  shall  agree  to
         continue  to serve as a director  of the  Company  for the lesser of at
         least  twelve  (12)  months from the date of the grant of the option or
         for the remainder of such optionee's term as a director of the Company.
         Such  agreement  shall  not  impose  upon  the  Company,  its  Board of
         Directors,  or its Board of  Directors  any  obligation  to retain  the
         optionee as a director for any period.

                  (b) Number of Shares and Term of Options.  Each  option  shall
         state the number of shares of the Common  Stock of the Company to which
         it  pertains.  The term of each  option  shall  be for a period  of not
         greater than ten (10) years from the date of grant of the option.

                  (c) Option Price.  The exercise  price of each option shall be
         equal to one  hundrd  percent  (100%) of the Fair  Market  Value of the
         shares of Common  Stock on the date of the grant of the option.  If the
         shares are traded in the over-the-counter market, the Fair Market Value
         per share shall be the  closing  price on the  national  market list as
         quoted in the National  Association  of  Securities  Dealers  Automated
         Quotation System ("NASDAQ") on the day the


<PAGE>



         option is  granted  or if no sale of shares is  reflected  in NASDAQ on
         that day, on the next preceding day on which there was a sale of shares
         reflected   in   NASDAQ.   If  the   shares   are  not  traded  in  the
         over-the-counter  market  but  are  listed  upon an  established  stock
         exchange or exchanges, such Fair Market Value shall be deemed to be the
         closing price of the shares on such stock  exchange or exchanges on the
         day the option is  granted or if no sale of the shares  shall have been
         made on any stock  exchange on that day, on the next  preceding  day on
         which there was a sale of the shares.

                  (d) Medium of  Payment.  The option  price shall be payable to
         the Company  either (i) in United  States  dollars in cash or by check,
         bank draft,  or money order payable to the order of the Company or (ii)
         through the  delivery of shares of the  Company's  Common  Stock with a
         Fair  Market  Value on the  date of the  exercise  equal to the  option
         price, provided such shares are utilized as payment to acquire at least
         100 shares of Common Stock,  or (iii) by a combination  of (i) and (ii)
         above.  Fair Market Value will be determined in the manner specified in
         Subsection 6(c) except as to the date of determination.

                  (e) Exercise of Options. Except as provided in Subsection 6(h)
         no option shall be  exercisable,  either in whole or in part,  prior to
         the  expiration of six (6) months from the date of grant of the option.
         Subject to the  foregoing,  the  Committee  shall have the authority to
         determine,  at the time of the grant of each Option, the times at which
         an Option may be exercised and any conditions precedent to the exercise
         of an Option. An option shall be exercisable upon written notice to the
         Chief Financial Officer of the Company, as to any or all shares covered
         by the option,  until its  termination or expiration in accordance with
         its terms or the provisions of the Plan. Notwithstanding the foregoing,
         an option  shall not at any time be  exercisable  with  respect to less
         than 100 shares  unless the remaining  shares  covered by an option are
         less  than 100  shares.  The  purchase  price of the  shares  purchased
         pursuant  to an  option  shall  be paid in full  upon  delivery  to the
         optionee of  certificates  for such shares.  Exercise by an  optionee's
         heir or personal representative shall be accompanied by evidence of his
         or her  authority  to act,  in a form  reasonably  satisfactory  to the
         Company.

                  (f)  Options  not  Transferable.  Options  may  not  be  sold,
         pledged,  assigned, or transferred in any manner otherwise than by will
         or the laws of  descent  or  distribution  to the  extent  provided  in
         Subsection 6(g). During the lifetime of an optionee,  the options shall
         be  exercisable  only  by  the  optionee.  Following  the  death  of an
         optionee,  the options shall be exercisable only to the extent provided
         in Subsection 6(g).

                  (g)      Termination of Service as Director.

                           (i)  Termination of Service for any Reason Other than
                  Death.  In the  event an  optionee  shall  cease to serve  the
                  Company  as  a  director   for  any  reason  other  than  such
                  optionee's  death,  each  option held by such  optionee  shall
                  remain exercisable,  subject to prior expiration  according to
                  its terms and other  limitations  imposed  by the Plan,  for a
                  period of one (1) year following the  optionee's  cessation of
                  service as a director of the  Company.  If the  optionee  dies
                  after such cessation of service,  the optionee's options shall
                  be exercisable in accordance with Subsection 6(g)(ii) hereof.



<PAGE>



                           (ii) Termination of Service for Death. If an optionee
                  ceases to be a director  by reason of death,  each option held
                  by such  optionee  shall,  to the  extent  rights to  purchase
                  shares under the option have been accrued at the time of death
                  and shall not have been fully  exercised,  be exercisable,  in
                  whole  or in  part,  by  the  personal  representative  of the
                  optionee's  estate  or by  any  person  or  persons  who  have
                  acquired the option  directly  from the optionee by bequest or
                  inheritance during the shorter of the following  periods:  (i)
                  the term of the option,  or (ii) a period of one (1) year from
                  the death of such  optionee.  If an  optionee  dies during the
                  extended  exercise  period  following   cessation  of  service
                  specified  in  Subsection  6(g)(i)  above,  such option may be
                  exercised any time within the longer of such  extended  period
                  or one (1) year after death,  subject to the prior  expiration
                  of the term of the option.

                  (h)  Adjustment  in Shares  Covered by  Option.  The number of
         shares covered by each outstanding  option,  and the purchase price per
         share thereof,  shall be  proportionately  adjusted for any increase or
         decrease in the number of issued and outstanding  shares resulting from
         a split in or  combination of shares or the payment of a stock dividend
         on the shares or any other  increase  or decrease in the number of such
         shares effected without receipt of consideration by the Company.

         If the  Company  shall be the  surviving  corporation  in any merger or
consolidation or if the Company is merged into a wholly-owned  subsidiary solely
for purposes of changing the Company's state of incorporation,  each outstanding
option  shall  pertain to and apply to the  securities  to which a holder of the
number of shares subject to the option would have been  entitled.  A dissolution
or liquidation of the Company or a merger or  consolidation in which the Company
is not the surviving  corporation,  except as above  provided,  shall cause each
outstanding  option to terminate,  provided,  that each optionee  shall, in that
event, have the right  immediately prior to such dissolution or liquidation,  or
merger or consolidation  in which the Company is not the surviving  corporation,
to exercise his or her option in whole or in part.

         In the event of a change in the shares as presently constituted,  which
is limited to a change of all of its  authorized  shares with par value into the
same  number of shares  with a  different  par value or without  par value,  the
shares  resulting  from any such change shall be deemed to be the shares  within
the meaning of the Plan.

         To the  extent  that  the  foregoing  adjustments  relate  to  stock or
securities  of the Company,  such  adjustments  shall be made by the  Committee,
whose determination in that respect shall be final, binding and conclusive.  Any
such  adjustment may provide for the  elimination of any fractional  share which
might otherwise become subject to an option.

         Except as hereinbefore  expressly provided in this Subsection 6(h), the
optionee shall have no rights by reason of any split or combination of shares of
stock of any class or the payment of any stock dividend or any other increase or
decrease  in the  number  of  shares  of stock of any  class or by reason of any
dissolution, liquidation, merger, or consolidation or spinoff of assets or stock
of another  corporation,  and any issue by the Company of shares of stock of any
class, or securities  convertible  into shares of stock of any class,  shall not
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or price of shares of stock subject to the option.



<PAGE>



         The grant of an option pursuant to the Plan shall not affect in any way
the  right or  power  of the  Company  to make  adjustments,  reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

                  (i) Rights of a Stockholder.  An optionee shall have no rights
         as a  stockholder  with  respect  to any  shares  covered by his or her
         option  until  the date on which the  optionee  becomes  the  holder of
         record  of such  shares.  No  adjustment  shall be made for  dividends,
         distributions,  or other  rights for which the record  date is prior to
         the date on which he or she  shall  have  become  the  holder of record
         thereof, except as provided in Subsection 6(h).

                  (j)  Postponement  of Delivery of Shares and  Representations.
         The Company,  in its  discretion,  may  postpone  the  issuance  and/or
         delivery of shares upon any exercise of an option until  completion  of
         the registration or other  qualification of such shares under any state
         and/or  federal  law,  rule or  regulation  as the Company may consider
         appropriate,  and may require any person  exercising  an option to make
         such  representations,  including  a  representation  that  it  is  the
         optionee's  intention to acquire  shares for  investment and not with a
         view to distribution  thereof,  and furnish such  information as it may
         consider appropriate in connection with the issuance or delivery of the
         shares in compliance with applicable laws,  rules, and regulations.  In
         such event no shares  shall be issued to such  holder  unless and until
         the Company is satisfied with the accuracy of any such representations.

                  (k)  Other Provisions.  The option agreements authorized under
         the Plan  shall  contain  such  other   provisions,  including, without
         limitation,  restrictions  upon the  exercise  of  the  option,  as the
         Committee shall deem advisable.

         7.  Adjustments  in Shares  Available for Options.  The  adjustments in
number and kind of shares and the substitution of shares,  affecting outstanding
options in  accordance  with  Subsection  6(h)  hereof,  shall also apply to the
number and kind of shares  reserved for issuance  pursuant to the Plan,  but not
yet covered by options.

         8. Amendment of the Plan.  The Committee,  insofar as permitted by law,
shall have the right from time to time,  with  respect to any shares at the time
not subject to options, to suspend or discontinue the Plan or revise or amend it
in any respect  whatsoever,  and except that,  without  approval of the Board of
Directors of the Company, no such revision or amendment shall:

               (a) increase the maximum number of shares which may be subject to
          the Plan,

               (b) materially  increase the benefits  accruing to option holders
          under the Plan,

               (c)  decrease  the exercise  price of options  granted  under the
          Plan,

               (d) remove the administration of the Plan from the Committee, or

               (e) permit the granting of options  under the Plan after the Term
          of the Plan.



<PAGE>



         9.  Withholding  of Taxes.  The Company  shall have the right to deduct
from any payment to be made  pursuant  to this Plan,  or to  otherwise  require,
prior to the issuance or delivery of any shares of Common Stock,  payment by the
optionee of any federal,  state,  or local taxes required by law to be withheld.
Unless otherwise  prohibited by the Committee,  an optionee may satisfy any such
withholding  tax obligation by any of the following means or by a combination of
such means:

                  (a)  tendering a cash payment;

                  (b)  authorizing  the  Company  to  withhold  from the  shares
         otherwise  issuable  to the  optionee a number of shares  having a Fair
         Market  Value as of the "Tax Date," less than or equal to the amount of
         withholding tax obligation; or

                  (c) delivering to the Company unencumbered shares owned by the
         optionee  having a Fair Market Value,  as of the Tax Date, less than or
         equal to the amount of the withholding tax obligation.

The "Tax  Date"  shall be the date  that the  amount  of tax to be  withheld  is
determined.  Fair Market Value shall be  determined  in the manner  specified in
Subsection 6(c), except as to the date of determination.  An optionee's election
to pay the  withholding  tax  obligation  by either of (b) or (c) above shall be
irrevocable,  may be disapproved  by the Committee,  and must be made either six
months  prior  to the Tax Date or  during  the  period  beginning  on the  third
business day following the date of release of the Company's  quarterly or annual
summary  statement of sales and earnings and ending on the twelfth  business day
following such date.

         10.  Right of Board  of  Directors  to  Terminate  Director's  Service.
Nothing  in this Plan or in the grant of any option  hereunder  shall in any way
limit or effect the right of the Board of Directors of the Company to remove any
director or otherwise  terminate  his or her service as a director,  pursuant to
law, the Articles of Incorporation, or Bylaws of the Company.

         11.  Application of Funds.  The proceeds  received by the Company  from
the  sale  of  stock pursuant  to options  will  be used  for general  corporate
 purposes.

         12.  No Obligation to Exercise Option.  The granting of an option shall
impose no obligation upon the optionee to exercise such option.




<PAGE>



         13.  Construction.  This Plan  shall be construed under the laws of the
State of Delaware, United States of America.

                                  CERTIFICATION

This Plan was duly adopted by the Board of Directors of the Company the 20th day
of February, 1996, subject to approval by the Company's Board of Directors.







                                                  ______________________________
<PAGE>








                                December 5, 1996



Tower Automotive, Inc.
4508 IDS Center
Minneapolis, Minnesota   55402

      Re:   Registration Statement on Form S-8 Relating to the Tower Automotive,
            Inc. Independent Director Stock Option Plan (the "Plan")

Gentlemen:

         With   respect  to  the   Registration   Statement  on  Form  S-8  (the
"Registration Statement) filed by Tower Automotive, Inc., a Delaware corporation
(the "Company") with the Securities and Exchange Commission,  for the purpose of
registering under the Securities Act of 1933, as amended,  100,000 shares of the
Company's common stock,  par value $.01 per share, for issuance  pursuant to the
Plan, we have examined such documents and questions of law we consider necessary
or  appropriate  for the  purpose of giving this  opinion.  On the basis of such
evaluation,  we advise you that in our opinion the 100,000 shares covered by the
Registration  Statement,  upon the  exercise  of stock  options,  at the  prices
described in the Registration Statement but not less than the par value thereof,
and upon  delivery of such shares and payment  therefor in  accordance  with the
terms  stated  in the  Plan  and the  Registration  Statement,  will be duly and
legally  authorized,  issued  and  outstanding,  and  will  be  fully  paid  and
nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                     VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP

                            /s/ Michael G. Wooldridge

                         Michael G. Wooldridge, Partner

                                   EXHIBIT 5.1


<PAGE>
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{"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": "333-17355", "film-number": "96676529"}, "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  December 5, 1996 -
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, Inc. Independent Director Stock Option Plan
                            (Full Title of the Plan)

          Scott D. Rued, 4508 IDS Center, Minneapolis, Minnesota 55402
                            Telephone: (612) 342-2310
           (Name, address, and telephone number of agent for service)

                          Copies of Communications to:
                              Michael G. Wooldridge
                    Varnum, Riddering, Schmidt & Howlett LLP
                      333 Bridge Street, N.W., P.O. Box 352
                        Grand Rapids, Michigan 49501-0352
                                 (616) 336-6000

                                             CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                                        Proposed                Proposed
                                                         Maximum                 Maximum                 Amount of
  Title of Securities         Amount Being           Offering Price             Aggregate              Registration
   Being Registered            Registered             Per Share(1)          Offering Price(1)             Fee(2)
=====================================================================================================================
Common Stock,
par value $.01
per share                    100,000 shares              $31.625               $3,162,500                 $958.33
=====================================================================================================================
(1)  For the purpose of computing the  registration fee only, the price shown is
     based upon the price of $31.625 per share,  the average of the high and low
     sales prices for the Common Stock of Tower  Automotive,  Inc. in the NASDAQ
     National Market System on December 2, 1996, in accordance with Rule 457(h).
(2)  Registration  fee is  calculated on the basis of 1/33 of 1% of the proposed
     maximum aggregate offering price of $3,162,500.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information  required by Part I to be  contained  in the Section  10(a)
prospectus 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, 1995.

     (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 Report on Form 8-A (File No. 0-24644) filed August 8, 1994 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, 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.

                                       S-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 ByLaws 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.

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 in the aggregate, represents
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement.  Notwithstanding the foregoing,  any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of  securities  offered  would not exceed
                    that which was registered) and any deviation from the low or
                    high and of the  estimated  maximum  offering  range  may be
                    reflected  in  the  form  of   prospectus   filed  with  the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes  in  volume  and  price  represent  no more  than 20
                    percent change in the maximum  aggregate  offering price set
                    forth in the "Calculation of Registration  Fee" table in the
                    effective 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
          by the Registrant S-2
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) 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
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.

         (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  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.

                                       S-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 5th day of
December, 1996.

                                                TOWER AUTOMOTIVE, INC.

                                                By    /s/ S.A. Johnson

                                                 Its   Chairman and Director

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints S. A. Johnson and Dugald K. Campbell, and
each of them, his true and lawful attorney-in-fact and agent, 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  therewith,  with  the
Securities and Exchange Commission and any other regulatory authority,  granting
unto said attorney-in-fact and agent, 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  attorney-in-fact  and
agent, or his substitute, 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  December  5,  1996,  by the
following persons in the capacities indicated.

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

/s/ Dugald K. Campbell                       /s/ James R. Lozelle
Dugald K. Campbell,                          James R. Lozelle, 
President, Chief Executive                   Executive Vice President
Officer and Director                         and Director
(Principal Executive Officer)            

/s/ Scott D. Rued                            /s/ W. H. Clement
Scott D. Rued,                               W. H. Clement,
Vice President and Director                  Director

/s/ Eric J. Rosen                            /s/ Matthew O. Diggs, Jr.
Eric J. Rosen,                               Matthew O. Diggs, Jr., 
Director                                     Director

/s/ F. J. Loughrey                           /s/ Kim B. Clark
F. J. Loughrey,                              Kim B. Clark, 
Director                                     Director

/s/ Anthony A. Barone
Anthony A. Barone, 
Vice President and Chief
Financial Officer (Principal 
Financial and
Accounting Officer)

                                       S-4
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  January 26, 1996
incorporated  by  reference in Tower  Automotive,  Inc.'s Form 10-K for the year
ended  December  31,  1995;  our report  dated March 31, 1996  included in Tower
Automotive,  Inc.'s Form 10-K/A for the year ended December 31, 1995; our report
dated March 21, 1996 included in Tower Automotive, Inc.'s Form 8-K/A dated March
27, 1996;  our report dated May 31, 1996  included in Tower  Automotive,  Inc.'s
Form 8-K dated May 31, 1996;  and to all references to our firm included in this
registration statement.

                                                     /s/ ARTHUR ANDERSEN LLP
                                                     ARTHUR ANDERSEN LLP

Minneapolis, Minnesota
   December 5, 1996

                                       S-5
EXHIBIT INDEX

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

Exhibit
Number                    Description of Document

4.3     Tower Automotive, Inc. Independent Director Stock Option Plan

5.1     Opinion of Varnum, Riddering, Schmidt &  Howlett LLP with respect to the
        legality of the securities being registered  

23.1    Consent of Arthur Andersen LLP - included on page S-5 hereof
 
23.2    Consent of Varnum, Riddering, Schmidt & Howlett LLP (included in opinion
        filed as Exhibit 5.1)

24.1    Power of Attorney - included on page S-4 hereof

                                       S-6
TOWER AUTOMOTIVE, INC.
                     INDEPENDENT DIRECTOR STOCK OPTION PLAN

         1. Name and  Purpose.  This plan shall be called the Tower  Automotive,
Inc.  Independent  Director Stock Option Plan (the "Plan"). The Plan is intended
to encourage  stock  ownership by  Independent  Directors (as defined  below) of
Tower  Automotive,  Inc.  (the  "Company"),  to provide such  directors  with an
additional  incentive to manage the Company effectively and to contribute to its
success,  and to provide a form of  compensation  which will  attract and retain
highly  qualified  individuals  as  members  of the  Board of  Directors  of the
Company.

         2. Effective Date and Term of the Plan. The Plan shall become effective
upon its  approval  by the Board of  Directors  of the Company  (the  "Effective
Date"). The Plan, however, is subject to the approval by the stockholders of the
Company.  If stockholder  approval is not granted within twelve (12) months from
the date of its  adoption by the Board of  Directors,  the Plan shall  thereupon
terminate.  Grants of options may be made prior to stockholder approval, but any
options  granted shall not be  exercisable  prior to stockholder  approval,  and
shall terminate if stockholder approval is not given. Options may not be granted
under the Plan after the tenth (10th)  anniversary  of the  Effective  Date (the
"Term");  provided,  however, that all options outstanding as of that date shall
remain or become exercisable pursuant to their terms and the terms of the Plan.

         3. Administration. The Plan shall be administered by a committee of not
less  than  two (2)  members  of the  Board of  Directors  of the  Company  (the
"Committee"), none of whom may be an Independent Director nor an employee of the
Company or any  subsidiary of the Company.  No member of the Committee  shall be
eligible to  participate  in the Plan and no director may serve on the Committee
if he or she received an award or grant of any equity  securities of the Company
(or any options to acquire such securities) under any plan of the Company during
the one (1) year period prior to service on the Committee.

         The  Committee  may,  from time to time,  establish  such  regulations,
provisions  and  procedures,  within the terms of the Plan, as in the opinion of
its members may be advisable in the  administration  of the Plan.  The Committee
shall keep minutes of its meetings. A majority of the Committee shall constitute
a quorum, and the acts of a majority of a quorum at any meeting, or acts reduced
to or approved in writing by a majority of the members of the  Committee,  shall
be the valid acts of the Committee.

         The  interpretation and construction by the Committee of any provisions
of the Plan or of any  option  granted  pursuant  to the Plan shall be final and
binding  upon  the  Company,  the  Board of  Directors  of the  Company  and any
optionee.  No member of the Board of Directors  of the Company or the  Committee
shall be liable for any action or determination  made in good faith with respect
to the Plan or any option granted pursuant thereto.

                                   EXHIBIT 4.3
4. Participation.  Subject to the limitations contained in this Section
4, any  director  of the  Company  who (a) is not a  contractual  nor common law
employee of the Company or any of its subsidiaries, and (b) does not directly or
indirectly  own  beneficially  more than five  percent  (5%) of any  outstanding
security of the Company (including being a shareholder, owner, partner, director
or holder of more than ten percent  (10%) of the equity or capital of any entity
which owns beneficially more than five percent (5%) of any outstanding  security
of the Company) (an "Independent Director"),  may be granted options to purchase
shares of the Company's Common Stock in accordance and consistent with the terms
and conditions of the Plan. An optionee may hold more than one option,  but only
on the terms and subject to the restrictions  hereafter set forth. The Committee
shall  from  time  to  time  determine  the  directors  (among  the  Independent
Directors)  to be granted  options,  the amount of stock to be  optioned to each
director,  and the terms and conditions of the options to be granted. The amount
and other  terms and  conditions  of options  granted to a director at any given
time need not be the same as for any other grant of options.

         5. Stock Available for Options.  Subject to the adjustments as provided
in Subsection  6(h), the aggregate number of shares reserved for purposes of the
Plan shall be 200,000 authorized and unissued shares or issued shares reacquired
by the Company (the  "Shares").  Determinations  as to the number of Shares that
remain  available for issuance  under the Plan shall be made in accordance  with
such rules and  procedures as the Committee  shall  determine from time to time,
which shall be consistent with the  requirements of Rule 16b-3 of the Securities
Exchange  Act of 1934,  as amended,  and such  interpretations  thereof.  If any
outstanding option under the Plan expires or is terminated for any reason before
the end of the Term of the Plan, the shares allocable to the unexercised portion
of such option shall become  available  for the grant of other options under the
Plan.  No shares  delivered  to the  Company  in full or  partial  payment  upon
exercise of an option  pursuant to Subsection 6(d) or in full or partial payment
of any  withholding  tax  liability  permitted  under  Section  9  shall  become
available for the grant of other options under the Plan.

         6. Terms and Conditions of Options of the Plan.  Options  granted under
this Plan shall be evidenced by agreements  in such form as the Committee  shall
from time to time approve,  which agreements shall comply with and be subject to
the following conditions:

                  (a)  Optionee's  Agreement.   Each  optionee  shall  agree  to
         continue  to serve as a director  of the  Company  for the lesser of at
         least  twelve  (12)  months from the date of the grant of the option or
         for the remainder of such optionee's term as a director of the Company.
         Such  agreement  shall  not  impose  upon  the  Company,  its  Board of
         Directors,  or its Board of  Directors  any  obligation  to retain  the
         optionee as a director for any period.

                  (b) Number of Shares and Term of Options.  Each  option  shall
         state the number of shares of the Common  Stock of the Company to which
         it  pertains.  The term of each  option  shall  be for a period  of not
         greater than ten (10) years from the date of grant of the option.

                  (c) Option Price.  The exercise  price of each option shall be
         equal to one  hundrd  percent  (100%) of the Fair  Market  Value of the
         shares of Common  Stock on the date of the grant of the option.  If the
         shares are traded in the over-the-counter market, the Fair Market Value
         per share shall be the  closing  price on the  national  market list as
         quoted in the National  Association  of  Securities  Dealers  Automated
         Quotation System ("NASDAQ") on the day the
option is  granted  or if no sale of shares is  reflected  in NASDAQ on
         that day, on the next preceding day on which there was a sale of shares
         reflected   in   NASDAQ.   If  the   shares   are  not  traded  in  the
         over-the-counter  market  but  are  listed  upon an  established  stock
         exchange or exchanges, such Fair Market Value shall be deemed to be the
         closing price of the shares on such stock  exchange or exchanges on the
         day the option is  granted or if no sale of the shares  shall have been
         made on any stock  exchange on that day, on the next  preceding  day on
         which there was a sale of the shares.

                  (d) Medium of  Payment.  The option  price shall be payable to
         the Company  either (i) in United  States  dollars in cash or by check,
         bank draft,  or money order payable to the order of the Company or (ii)
         through the  delivery of shares of the  Company's  Common  Stock with a
         Fair  Market  Value on the  date of the  exercise  equal to the  option
         price, provided such shares are utilized as payment to acquire at least
         100 shares of Common Stock,  or (iii) by a combination  of (i) and (ii)
         above.  Fair Market Value will be determined in the manner specified in
         Subsection 6(c) except as to the date of determination.

                  (e) Exercise of Options. Except as provided in Subsection 6(h)
         no option shall be  exercisable,  either in whole or in part,  prior to
         the  expiration of six (6) months from the date of grant of the option.
         Subject to the  foregoing,  the  Committee  shall have the authority to
         determine,  at the time of the grant of each Option, the times at which
         an Option may be exercised and any conditions precedent to the exercise
         of an Option. An option shall be exercisable upon written notice to the
         Chief Financial Officer of the Company, as to any or all shares covered
         by the option,  until its  termination or expiration in accordance with
         its terms or the provisions of the Plan. Notwithstanding the foregoing,
         an option  shall not at any time be  exercisable  with  respect to less
         than 100 shares  unless the remaining  shares  covered by an option are
         less  than 100  shares.  The  purchase  price of the  shares  purchased
         pursuant  to an  option  shall  be paid in full  upon  delivery  to the
         optionee of  certificates  for such shares.  Exercise by an  optionee's
         heir or personal representative shall be accompanied by evidence of his
         or her  authority  to act,  in a form  reasonably  satisfactory  to the
         Company.

                  (f)  Options  not  Transferable.  Options  may  not  be  sold,
         pledged,  assigned, or transferred in any manner otherwise than by will
         or the laws of  descent  or  distribution  to the  extent  provided  in
         Subsection 6(g). During the lifetime of an optionee,  the options shall
         be  exercisable  only  by  the  optionee.  Following  the  death  of an
         optionee,  the options shall be exercisable only to the extent provided
         in Subsection 6(g).

                  (g)      Termination of Service as Director.

                           (i)  Termination of Service for any Reason Other than
                  Death.  In the  event an  optionee  shall  cease to serve  the
                  Company  as  a  director   for  any  reason  other  than  such
                  optionee's  death,  each  option held by such  optionee  shall
                  remain exercisable,  subject to prior expiration  according to
                  its terms and other  limitations  imposed  by the Plan,  for a
                  period of one (1) year following the  optionee's  cessation of
                  service as a director of the  Company.  If the  optionee  dies
                  after such cessation of service,  the optionee's options shall
                  be exercisable in accordance with Subsection 6(g)(ii) hereof.
(ii) Termination of Service for Death. If an optionee
                  ceases to be a director  by reason of death,  each option held
                  by such  optionee  shall,  to the  extent  rights to  purchase
                  shares under the option have been accrued at the time of death
                  and shall not have been fully  exercised,  be exercisable,  in
                  whole  or in  part,  by  the  personal  representative  of the
                  optionee's  estate  or by  any  person  or  persons  who  have
                  acquired the option  directly  from the optionee by bequest or
                  inheritance during the shorter of the following  periods:  (i)
                  the term of the option,  or (ii) a period of one (1) year from
                  the death of such  optionee.  If an  optionee  dies during the
                  extended  exercise  period  following   cessation  of  service
                  specified  in  Subsection  6(g)(i)  above,  such option may be
                  exercised any time within the longer of such  extended  period
                  or one (1) year after death,  subject to the prior  expiration
                  of the term of the option.

                  (h)  Adjustment  in Shares  Covered by  Option.  The number of
         shares covered by each outstanding  option,  and the purchase price per
         share thereof,  shall be  proportionately  adjusted for any increase or
         decrease in the number of issued and outstanding  shares resulting from
         a split in or  combination of shares or the payment of a stock dividend
         on the shares or any other  increase  or decrease in the number of such
         shares effected without receipt of consideration by the Company.

         If the  Company  shall be the  surviving  corporation  in any merger or
consolidation or if the Company is merged into a wholly-owned  subsidiary solely
for purposes of changing the Company's state of incorporation,  each outstanding
option  shall  pertain to and apply to the  securities  to which a holder of the
number of shares subject to the option would have been  entitled.  A dissolution
or liquidation of the Company or a merger or  consolidation in which the Company
is not the surviving  corporation,  except as above  provided,  shall cause each
outstanding  option to terminate,  provided,  that each optionee  shall, in that
event, have the right  immediately prior to such dissolution or liquidation,  or
merger or consolidation  in which the Company is not the surviving  corporation,
to exercise his or her option in whole or in part.

         In the event of a change in the shares as presently constituted,  which
is limited to a change of all of its  authorized  shares with par value into the
same  number of shares  with a  different  par value or without  par value,  the
shares  resulting  from any such change shall be deemed to be the shares  within
the meaning of the Plan.

         To the  extent  that  the  foregoing  adjustments  relate  to  stock or
securities  of the Company,  such  adjustments  shall be made by the  Committee,
whose determination in that respect shall be final, binding and conclusive.  Any
such  adjustment may provide for the  elimination of any fractional  share which
might otherwise become subject to an option.

         Except as hereinbefore  expressly provided in this Subsection 6(h), the
optionee shall have no rights by reason of any split or combination of shares of
stock of any class or the payment of any stock dividend or any other increase or
decrease  in the  number  of  shares  of stock of any  class or by reason of any
dissolution, liquidation, merger, or consolidation or spinoff of assets or stock
of another  corporation,  and any issue by the Company of shares of stock of any
class, or securities  convertible  into shares of stock of any class,  shall not
affect,  and no adjustment by reason  thereof shall be made with respect to, the
number or price of shares of stock subject to the option.
The grant of an option pursuant to the Plan shall not affect in any way
the  right or  power  of the  Company  to make  adjustments,  reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

                  (i) Rights of a Stockholder.  An optionee shall have no rights
         as a  stockholder  with  respect  to any  shares  covered by his or her
         option  until  the date on which the  optionee  becomes  the  holder of
         record  of such  shares.  No  adjustment  shall be made for  dividends,
         distributions,  or other  rights for which the record  date is prior to
         the date on which he or she  shall  have  become  the  holder of record
         thereof, except as provided in Subsection 6(h).

                  (j)  Postponement  of Delivery of Shares and  Representations.
         The Company,  in its  discretion,  may  postpone  the  issuance  and/or
         delivery of shares upon any exercise of an option until  completion  of
         the registration or other  qualification of such shares under any state
         and/or  federal  law,  rule or  regulation  as the Company may consider
         appropriate,  and may require any person  exercising  an option to make
         such  representations,  including  a  representation  that  it  is  the
         optionee's  intention to acquire  shares for  investment and not with a
         view to distribution  thereof,  and furnish such  information as it may
         consider appropriate in connection with the issuance or delivery of the
         shares in compliance with applicable laws,  rules, and regulations.  In
         such event no shares  shall be issued to such  holder  unless and until
         the Company is satisfied with the accuracy of any such representations.

                  (k)  Other Provisions.  The option agreements authorized under
         the Plan  shall  contain  such  other   provisions,  including, without
         limitation,  restrictions  upon the  exercise  of  the  option,  as the
         Committee shall deem advisable.

         7.  Adjustments  in Shares  Available for Options.  The  adjustments in
number and kind of shares and the substitution of shares,  affecting outstanding
options in  accordance  with  Subsection  6(h)  hereof,  shall also apply to the
number and kind of shares  reserved for issuance  pursuant to the Plan,  but not
yet covered by options.

         8. Amendment of the Plan.  The Committee,  insofar as permitted by law,
shall have the right from time to time,  with  respect to any shares at the time
not subject to options, to suspend or discontinue the Plan or revise or amend it
in any respect  whatsoever,  and except that,  without  approval of the Board of
Directors of the Company, no such revision or amendment shall:

               (a) increase the maximum number of shares which may be subject to
          the Plan,

               (b) materially  increase the benefits  accruing to option holders
          under the Plan,

               (c)  decrease  the exercise  price of options  granted  under the
          Plan,

               (d) remove the administration of the Plan from the Committee, or

               (e) permit the granting of options  under the Plan after the Term
          of the Plan.
9.  Withholding  of Taxes.  The Company  shall have the right to deduct
from any payment to be made  pursuant  to this Plan,  or to  otherwise  require,
prior to the issuance or delivery of any shares of Common Stock,  payment by the
optionee of any federal,  state,  or local taxes required by law to be withheld.
Unless otherwise  prohibited by the Committee,  an optionee may satisfy any such
withholding  tax obligation by any of the following means or by a combination of
such means:

                  (a)  tendering a cash payment;

                  (b)  authorizing  the  Company  to  withhold  from the  shares
         otherwise  issuable  to the  optionee a number of shares  having a Fair
         Market  Value as of the "Tax Date," less than or equal to the amount of
         withholding tax obligation; or

                  (c) delivering to the Company unencumbered shares owned by the
         optionee  having a Fair Market Value,  as of the Tax Date, less than or
         equal to the amount of the withholding tax obligation.

The "Tax  Date"  shall be the date  that the  amount  of tax to be  withheld  is
determined.  Fair Market Value shall be  determined  in the manner  specified in
Subsection 6(c), except as to the date of determination.  An optionee's election
to pay the  withholding  tax  obligation  by either of (b) or (c) above shall be
irrevocable,  may be disapproved  by the Committee,  and must be made either six
months  prior  to the Tax Date or  during  the  period  beginning  on the  third
business day following the date of release of the Company's  quarterly or annual
summary  statement of sales and earnings and ending on the twelfth  business day
following such date.

         10.  Right of Board  of  Directors  to  Terminate  Director's  Service.
Nothing  in this Plan or in the grant of any option  hereunder  shall in any way
limit or effect the right of the Board of Directors of the Company to remove any
director or otherwise  terminate  his or her service as a director,  pursuant to
law, the Articles of Incorporation, or Bylaws of the Company.

         11.  Application of Funds.  The proceeds  received by the Company  from
the  sale  of  stock pursuant  to options  will  be used  for general  corporate
 purposes.

         12.  No Obligation to Exercise Option.  The granting of an option shall
impose no obligation upon the optionee to exercise such option.
13.  Construction.  This Plan  shall be construed under the laws of the
State of Delaware, United States of America.

                                  CERTIFICATION

This Plan was duly adopted by the Board of Directors of the Company the 20th day
of February, 1996, subject to approval by the Company's Board of Directors.

                                                  ______________________________
December 5, 1996

Tower Automotive, Inc.
4508 IDS Center
Minneapolis, Minnesota   55402

      Re:   Registration Statement on Form S-8 Relating to the Tower Automotive,
            Inc. Independent Director Stock Option Plan (the "Plan")

Gentlemen:

         With   respect  to  the   Registration   Statement  on  Form  S-8  (the
"Registration Statement) filed by Tower Automotive, Inc., a Delaware corporation
(the "Company") with the Securities and Exchange Commission,  for the purpose of
registering under the Securities Act of 1933, as amended,  100,000 shares of the
Company's common stock,  par value $.01 per share, for issuance  pursuant to the
Plan, we have examined such documents and questions of law we consider necessary
or  appropriate  for the  purpose of giving this  opinion.  On the basis of such
evaluation,  we advise you that in our opinion the 100,000 shares covered by the
Registration  Statement,  upon the  exercise  of stock  options,  at the  prices
described in the Registration Statement but not less than the par value thereof,
and upon  delivery of such shares and payment  therefor in  accordance  with the
terms  stated  in the  Plan  and the  Registration  Statement,  will be duly and
legally  authorized,  issued  and  outstanding,  and  will  be  fully  paid  and
nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required  under Section 7 of
the  Securities Act of 1933, as amended,  or under the rules and  regulations of
the Securities and Exchange Commission relating thereto.

                                   Sincerely,

                     VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP

                            /s/ Michael G. Wooldridge

                         Michael G. Wooldridge, Partner

                                   EXHIBIT 5.1