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                                                                    EXHIBIT 99.1

                             TOWER AUTOMOTIVE, INC.

                              AMENDED AND RESTATED
                         CHARTER OF THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS
                     (AS AMENDED THROUGH FEBRUARY 18, 2004)

I.    PURPOSE

      The primary function of the Audit Committee is to assist the Board by
      overseeing (1) the quality and integrity of the Company's accounting,
      auditing and reporting practices, (2) the performance of the Company's
      internal audit function and independent auditor, and (3) the Company's
      disclosure controls and system of internal controls regarding finance,
      accounting, legal compliance, and ethics that management and the Board of
      Directors have established.

      The Audit Committee shall provide an open avenue of communication among
      the independent accountants, financial and senior management, the internal
      auditor and the Board of Directors.

II.   MEMBERSHIP

      A.    Independence -- The Audit Committee shall be comprised of three or
            more members, each of whom (1) must qualify as an independent
            director under the listing standards of the New York Stock Exchange
            and Section 301 of the Sarbanes-Oxley Act, and (2) shall be free
            from any relationship to the Company that, in the opinion of the
            Board, would interfere with the exercise of his or her independent
            judgment as a member of the Committee. All members of the Committee
            shall have a working familiarity with basic financial and accounting
            practices and at least one member of the Committee shall be a
            "financial expert" in compliance with the criteria established by
            the Securities and Exchange Commission.

      B.    Appointment -- The members shall be nominated by the Nominating and
            Corporate Governance Committee and appointed annually to one-year
            terms by the Board. The Nominating and Corporate Governance
            Committee shall recommend, and the Board shall designate, one member
            of the Audit Committee as Chair.

      C.    Limitations -- A member of the Audit Committee shall not
            simultaneously serve on the audit committee of more than two other
            public companies.

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III.  MEETINGS

      Meetings of the Audit Committee shall be subject to the Committee
      procedure rules set forth in the Company's Bylaws, rules established by
      the Board, and its own rules of procedure, which shall be consistent with
      those Bylaws and the following:

      A.    The Audit Committee shall meet at least four (4) times annually and
            more frequently as circumstances require. Each regularly scheduled
            meeting of the Committee shall conclude with an executive session of
            the Committee, absent members of management and on such terms and
            conditions as the Committee may elect. In addition, the Committee
            will meet periodically with management, the head of the Company's
            internal auditing department and the independent auditors in
            separate executive sessions to discuss any matters that the Audit
            Committee or the internal audit department or independent auditors
            believe should be discussed privately.

      B.    Following each of its meetings, the Audit Committee shall deliver a
            report on the meeting to the Board, including a description of all
            actions taken by the Audit Committee.

      C.    The Audit Committee shall keep written minutes of its meetings,
            which minutes shall be maintained with the books and records of the
            Company.

IV.   RESPONSIBILITIES, DUTIES AND AUTHORITY

      The Audit Committee shall have the following responsibilities, duties and
      authority:

      A.    Document and Report

            1.    Review and update this Charter periodically or as conditions
                  dictate (at least, annually).

            2.    Review the Company's annual financial statements and any
                  reports or other financial information submitted to any
                  governmental body or to the public, including any report
                  issued by the independent accountants.

            3.    Review the summary report of the internal auditor and
                  management's response to such reports.

            4.    Recommend to the Board whether the financial statements should
                  be included in the Annual Report on Form 10-K.

            5.    Review with financial management and the independent auditors
                  the quarterly report on Form 10-Q prior to its filing.

            6     Review earnings press releases with management prior to
                  dissemination.

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            7.    Discuss with management financial information and earnings
                  guidance provided to analysts and rating agencies.

      B.    Independent Accountants

            1.    Appoint, approve the compensation of, and provide oversight of
                  the Company's independent auditor, including the removal of
                  the Company's independent auditors. The independent auditors
                  shall report directly to the Committee, and the Committee
                  shall oversee the resolution of any disagreements between
                  management and the independent auditors.

            2.    On an annual basis, (a) review and evaluate the qualifications
                  and performance of the independent auditors, and (b) review
                  and discuss with the independent auditors all significant
                  relationships the auditors have with the Company to determine
                  the auditors' objectivity and independence, undertaking or
                  recommending appropriate action to ensure and continue that
                  independence.

            3.    Administer the Company's Policy Regarding the Approval of
                  Audit and Nonaudit Services Provided by the Independent
                  Auditor.

            4.    Review the independent auditors' attestation and report on
                  management's internal control report and hold timely
                  discussions with the independent auditors regarding:

                  (a)   All critical accounting policies and practices;

                  (b)   All significant alternative treatments of financial
                        information within generally accepted accounting
                        principles that have been discussed with management,
                        ramifications of the use of such alternative disclosures
                        and treatments, and the treatment preferred by the
                        independent auditor;

                  (c)   Other material written communications between the
                        independent auditor and management including, but not
                        limited to, management letter and schedule of unadjusted
                        differences; and

                  (d)   An analysis of the auditor's judgment as to the quality
                        of the Company's accounting principles, setting forth
                        significant reporting issues and judgments made in
                        connection with the preparation of the financial
                        statements.

            5.    At least annually, obtain and review a report by the
                  independent auditor describing:

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                  (a)   The firm's internal quality control procedures;

                  (b)   Any material issues raised by the most recent internal
                        quality-control review, peer review or by any inquiry or
                        investigation by governmental or professional
                        authorities, within the preceding five years, respecting
                        one or more independent audits carried out by the firm,
                        and any steps taken to deal with any such issues; and

                  (c)   All relationships between the independent auditor and
                        the Company.

            6.    Approve the hiring, by the Company, of any current employees
                  or partners of the independent auditor or any person who was
                  an employee or partner of the independent auditor during the
                  three-year period preceding the proposed first date of
                  employment by the Company.

      C.    Financial Reporting Processes

            1.    Review the integrity of the Company's financial reporting
                  process, both internal and external, giving consideration to
                  consultation with management, the independent accountants and
                  the internal auditor.

            2.    Consider and approve, as appropriate, major changes to the
                  Company's auditing and accounting principles and practices as
                  suggested by the independent accountants, management or the
                  internal auditor.

            3.    Review and approve all related party transactions.

            4.    Establish and maintain procedures for the receipt, retention
                  and treatment of complaints regarding accounting, or auditing
                  matters, including procedures necessary to receive and respond
                  to confidential and anonymous submissions by Company
                  colleagues regarding questionable accounting or auditing
                  matters.

      D.    Internal Audit

            1.    Review activities, organizational structure and qualifications
                  of the Company's internal audit department.

            2.    Periodically review the head of the Company's internal audit
                  department and any significant difficulties, disagreements
                  with management or scope restrictions encountered in the
                  course of that department's work.

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      E.    Ethical and Legal Compliance

            1.    Review the Tower Automotive, Inc.'s Mission, Vision, Values,
                  Goals, and Compliance Policies, including its Code of Business
                  Conduct and Ethics, approved by the Board of Directors, to
                  ensure that management has maintained a system to comply with
                  expected ethical and legal requirements.

            2.    Review, with the Company's counsel, legal compliance matters
                  including corporate securities trading policies.

            3.    Review, with the Company's counsel, any legal matter that
                  could have a significant impact on the Company's financial
                  statements.

            4.    Discuss the Company's major financial and accounting risk
                  exposures and steps taken by management to control or mitigate
                  those exposures.

      F.    Other

            1.    Review with the independent auditors, the internal auditing
                  department and management the extent to which changes or
                  improvement in financial or accounting practices, as approved
                  by the Audit Committee, have been implemented.

            2.    Prepare the report that the SEC requires to be included in the
                  Company's annual Proxy Statement.

            3.    Perform an annual self-assessment relative to the Audit
                  Committee's purpose, duties and responsibilities set forth in
                  this Charter.

            4.    To the extent it deems appropriate, and with or without full
                  Board approval, obtain advice and assistance from outside
                  legal, accounting or other advisors as deemed appropriate to
                  perform its duties and responsibilities.

            5.    Perform any other activities consistent with this Charter, the
                  Company's Bylaws and governing law, as the Audit Committee or
                  the Board of Directors deems necessary or appropriate.

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