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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-K/A

               --------------------------------------------------

                               Amendment No. 2
                                      to
                 Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

     For the fiscal year ended:                   Commission file number:
         DECEMBER 31, 1997                                1-12733

               --------------------------------------------------
                                       
                              TOWER AUTOMOTIVE, INC.
              (Exact name of Registrant as specified in its charter)

            DELAWARE                                    41-1746238
     (State of Incorporation)              (I.R.S. Employer Identification No.)

        4508 IDS CENTER
     MINNEAPOLIS, MINNESOTA                               55402
     (Address of Principal                             (Zip Code)
       Executive Offices)
                                       
       Registrant's telephone number, including area code: (612) 342-2310

               --------------------------------------------------

       Securities registered pursuant to Section 12(b) of the Act:  None
          Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock, par value $.01 per share

               --------------------------------------------------

     Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934, during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.             Yes  X  No 
                                                               ---    ---

     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of Registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K.

     As of March 23, 1998, 23,064,087 shares of Common Stock of the 
Registrant were outstanding and the aggregate market value of the Common 
Stock of the Registrant (based upon the last reported sale price of the 
Common Stock at that date by the New York Stock Exchange), excluding shares 
owned beneficially by affiliates, was approximately $1,014,407,000.

Information required by Items 5,6,7 and 8 of Part II of this Annual Report on 
Form 10-K incorporates by reference information (to the extent specific 
sections are referred to herein) from the Registrant's Annual Report to 
Stockholders for the year ended December 31, 1997 (the "1997 Annual Report"). 
 Information required by Items 10, 11, 12 and 13 of Part III of this Annual 
Report on Form 10-K incorporates by reference information (to the extent 
specific sections are referred to herein) from the Registrant's Proxy 
Statement for its annual meeting to be held May 19, 1998 (the "1998 Proxy 
Statement").           

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<PAGE>
                                       
                                     PART I

     Item 1 set forth in the Company's Annual Report on Form 10-K for the 
year ended December 31, 1997 (the "Form 10-K") is hereby amended and 
restated in its entirety to read as follows:

ITEM 1.   BUSINESS

     (a)  GENERAL DEVELOPMENT OF BUSINESS

     BACKGROUND OF COMPANY

     Tower Automotive, Inc. and its subsidiaries (collectively referred to as 
the "Company") is a leading designer and producer of high-quality body 
structure components and assemblies used by the major North American 
automotive original equipment manufacturers ("OEMs"), Ford, Chrysler and 
General Motors, and certain foreign OEMs with manufacturing operations in 
North America ("Transplants"), including Honda, Toyota, Nissan and Mazda.  
The Company's current products range from large structural stampings and 
assemblies, such as body pillars, chassis, suspension and floor pan 
components and major housing assemblies, to engineered assemblies, such as 
hood and deck lid hinges and brake components.  Since its inception in April 
1993, the Company's revenues have grown rapidly through a focused strategy of 
internal growth and a highly disciplined acquisition program.  During the 
last four years, the Company has successfully completed six acquisitions and 
acquired joint venture interests in Mexico and Brazil.  As a result of such 
acquisitions and internal growth, the Company's revenues have increased from 
approximately $86 million in 1993 to approximately $1.2 billion in 1997, 
representing a compound annual growth rate of approximately 95%.  The 
Company's North American content per vehicle has increased from $6.23 in 1993 
to $91.14 in 1997.

     The Company operates in the large and highly fragmented structural 
segment of the automotive supply industry, which has recently begun to 
undergo significant consolidation.  In order to lower costs and improve 
quality, OEMs are reducing their supplier base by awarding sole-source 
contracts to full-service suppliers who are able to supply larger portions of 
a vehicle on a global basis.  OEMs' criteria for supplier selection include 
not only cost, quality and responsiveness, but also full-service design, 
engineering and program management capabilities.  OEMs are increasingly 
seeking suppliers capable of providing complete systems or modules rather 
than suppliers who only provide separate component parts.  In addition, OEMs 
are increasingly requiring their suppliers to have the capability to design 
and manufacture their products in multiple geographic markets.  As a 
full-service supplier with strong OEM relationships, the Company expects to 
continue to benefit from these trends within the structural segment of the 
automotive supply industry.

     The Company was formed to acquire R.J. Tower Corporation (the 
"Predecessor" or "R.J. Tower"), the acquisition of which was completed in 
April 1993 for an aggregate cost of approximately $26 million.  Since April 
1993, the Company has successfully completed six strategic acquisitions and 
acquired joint venture interests in Mexico and Brazil including:


                                       -2-

<PAGE>

     CATERINA.  In March 1998, the Company acquired a 40 percent equity 
interest in Metalurgica Caterina S.A. ("Caterina"), a supplier of structural 
stampings and assemblies to the Brazilian automotive market.  In addition, 
the Company also has the right to acquire the remaining 60 percent of the 
equity of Caterina in the future.  The Company paid approximately $48 million 
for its initial equity interest.  This investment added Volkswagen and 
Mercedes as new customers.

     METALSA.  In October 1997, the Company acquired a 40 percent equity 
interest in Metalsa S. de R.L. ("Metalsa").  In addition, the Company has 
entered into a technology sharing arrangement which will allow it to utilize 
the latest available product and process technology.  Metalsa is the largest 
supplier of vehicle frames and structures in Mexico.  The Company paid 
approximately $120 million for its equity interest with an additional 
amount of up to $45 million payable based upon Metalsa's future net earnings.

     SIMES.  In May 1997, the Company acquired Societa Industria Meccanica e 
Stampaggio S.p.A. ("SIMES") for approximately $50.7 million in cash, plus up 
to an additional $3.0 million if SIMES achieves certain operating targets 
following the acquisition.  The acquisition of SIMES (i) significantly 
expanded the Company's global capabilities by providing the Company with a 
manufacturing presence in Europe, (ii) added Fiat as a new customer and (iii) 
enhanced the Company's design and engineering capabilities.

     APC.  In April 1997, the Company acquired Automotive Products Company 
("APC"), a division of A.O. Smith, for approximately $700 million in cash.  
APC is a leading designer and producer of structural and suspension 
components for the automotive, light truck and heavy truck markets.  The 
acquisition of APC (i) expanded product offerings and modular product 
opportunities; (ii) increased customer penetration within each of the three 
major North American OEMs and within certain Transplants; (iii) increased 
penetration in the light truck segment and other key models; (iv) added
complementary new technology; (v) provided opportunities to reduce costs and 
improve operational efficiency; and (vi) provided an expanded presence in 
China, Japan and South America, which complemented the Company's current 
European initiatives to provide expanded global production capabilities for 
both North American and international OEMs.

     MSTI.  In May 1996, the Company acquired MascoTech Stamping 
Technologies, Inc. ("MSTI") from MascoTech, Inc. ("MascoTech") for 
approximately $79 million (including the payment of related fees and 
expenses), plus additional earn-out payments if certain operating targets are 
achieved by the MSTI facilities in the first three years following the 
acquisition.  The MSTI acquisition:  (i) expanded the Company's product 
capabilities into chassis and suspension components; (ii) provided chassis 
and suspension technology as well as value-added processing technologies 
including assembling, painting and welding; and (iii) increased the Company's 
content per vehicle on key light truck and sport utility vehicles such as the 
Ford F-Series, Explorer and Windstar and the Chrysler Ram and Dakota as well 
as on high volume passenger cars such as the Ford Taurus/Sable.

     TRYLON.  In January 1996, the Company acquired Trylon Corporation 
("Trylon") from MascoTech for approximately $25 million in cash, including 
transaction costs.  The Trylon acquisition:  (i) broadened the Company's 
product offerings to include small, precision metal stampings and assemblies, 
which were previously outsourced to third parties; (ii) established a 
relationship between the Company and General Motors; and (iii) increased 
content on Ford models, primarily the Villager.

                                       -3-
<PAGE>

     KALAMAZOO.  In June 1994, the Company acquired Kalamazoo Stamping and 
Die Company ("Kalamazoo"), a supplier of structural stampings and assemblies, 
for approximately $12 million in cash.  The acquisition of Kalamazoo added 
additional structural components to the Company's product offerings and 
increased model penetration with Ford.

     EDGEWOOD.  In May 1994, the Company acquired Edgewood Tool and 
Manufacturing Company and its affiliate, Ann Arbor Assembly Corporation 
(collectively, "Edgewood") for approximately $30 million in aggregate 
consideration.  Edgewood is a leading supplier of hood and deck lid hinges as 
well as structural stampings and assemblies.  The acquisition of Edgewood:  
(i) added engineered mechanical stampings, primarily hood and deck lid 
hinges, and additional structural components to the Company's product 
offerings; (ii) increased model penetration with the Company's existing 
customers; and (iii) provided the Company with a significant new customer, 
Mazda.

     The Company completed an initial public offering (the "IPO") of its 
Common Stock in August 1994, the sale of an additional 2,232,900 shares in 
June 1996 and an additional 8,500,000 shares in April 1997 (in each case 
without giving effect to the Company's July 1998 2-for-1 stock split).  The 
Company's principal executive offices are located at 4508 IDS Center, 
Minneapolis, Minnesota 55402, and its telephone number is (612) 342-2310.

     BUSINESS STRATEGY

     The Company's business objective is to capitalize upon the 
consolidation, globalization and system/modular sourcing trends in the 
automotive supply industry in order to be the leading provider of structural 
and suspension components to OEMs on a worldwide basis.  Key elements of the 
Company's operating and growth strategies are outlined below:

     OPERATING STRATEGY:

     FULL-SERVICE TECHNICAL DESIGN, ENGINEERING AND PROGRAM MANAGEMENT 
CAPABILITIES.  The Company strives to maintain a competitive advantage 
through investment in research and product development, advanced engineering 
and program management.  The Company works with OEMs throughout the product 
development process from concept vehicle and prototype development through 
the design and implementation of manufacturing processes to provide 
full-service capabilities to its customers.  In some cases, the Company 
places design engineers at customer facilities to coordinate its product 
design efforts with those of its OEM customers.

     EFFICIENT MANUFACTURING/CONTINUOUS IMPROVEMENT PROGRAMS.  In response to 
OEMs' increasingly stringent demands, the Company has implemented 
manufacturing practices designed to maximize product quality and timeliness 
of delivery and eliminate waste and inefficiency.  The Company has continued 
to upgrade its manufacturing equipment and processes through substantial 
investment in new equipment, maintenance of existing equipment and 
utilization of manufacturing engineering personnel.

     GLOBAL PRESENCE.  The Company strives to offer manufacturing and support 
services to its customers on a global basis through a combination of 
international wholly owned facilities and by entering into joint ventures and 
partnerships with foreign suppliers.  Since 1993, in furtherance of its 
global expansion strategy, the Company has opened a European sales and 
engineering office to service U.K. and German OEM customers and has 
established an industrial partnership with The Kirchhoff Group ("Kirchhoff") 
in Germany.  The Company also has relocated certain technical personnel 
resources to locations where OEMs are developing "world cars."

                                      -4-
<PAGE>

     DECENTRALIZED, PARTICIPATIVE CULTURE.  The Company's decentralized 
approach to managing its manufacturing facilities encourages decision making 
and employee participation in areas such as manufacturing processes and 
customer service. The Company's leadership team meets frequently at various 
Company locations in order to maintain a unified Company culture.  To 
increase employee productivity, the Company utilizes incentive programs for 
all salaried and hourly employees and provides incentives for employees who 
take advantage of its continuous improvement programs and who provide cost 
savings ideas.

     GROWTH STRATEGY:

     STRATEGIC ACQUISITIONS.  The Company continues to believe that 
consolidation in the automotive supply industry will provide further 
attractive opportunities to acquire high-quality companies that complement 
its existing business.  The Company seeks to make acquisitions that (i) 
provide additional product, manufacturing and technical capabilities; (ii) 
broaden the Company's geographic coverage domestically and strengthen its 
ability to supply products on a global basis; (iii) increase the number of 
models for which the Company supplies products and the content supplied for 
existing models; and (iv) add new customers.  The Company intends to seek 
future acquisitions or develop strategic alliances that will strengthen the 
Company's ability to supply its products on a global basis.

     MODULAR PRODUCT OPPORTUNITIES.  The Company has capitalized on the 
system/modular sourcing trend among OEMs by offering customers higher 
value-added supply capabilities through an increasing focus on the production 
of assemblies consisting of multiple component parts that are welded or 
otherwise fastened together by the Company.  The Company has the ability to 
supply OEMs with modules consisting of integrated assemblies and component 
parts that can be installed as a unit in a vehicle at the OEM assembly plant.

     INCREASE VEHICLE PENETRATION.  The Company has developed strong 
relationships with certain OEM engineering and purchasing personnel which 
allow it to identify business opportunities and to react to customer needs in 
the early stages of vehicle design.  The Company believes that these 
relationships give it a competitive advantage over smaller and less capable 
suppliers in marketing its broad range of products and in developing new 
product concepts, such as expanded use of modules, that complement its 
existing product lines.

     PURSUIT OF "WORLD CAR" OPPORTUNITIES.  The Company has been working 
closely with certain customers on the development of "world cars," which are 
designed by OEMs in one vehicle center to a single global standard but 
produced and sold in different geographic markets.  Suppliers for a specific 
"world car" are often required to provide their products on a worldwide 
basis.  The Company believes that it has a competitive advantage in 
potentially supplying certain world cars given its international presence, 
full-service capabilities and existing position as a leading supplier on the 
Ford Escort and DEW98 luxury car, as well as on other existing vehicle 
platforms which may eventually evolve into world cars.

     INDUSTRY TRENDS

     The Company's performance and growth is directly related to certain 
trends within the automotive market, including the consolidation of the 
component supply industry, the increase in global sourcing and the growth of 
system/modular sourcing.

                                       -5-
<PAGE>

     SUPPLIER CONSOLIDATION.  The automotive supply industry has begun to 
undergo significant consolidation.  In order to lower costs and improve 
quality, OEMs are reducing their supplier base by awarding sole-source 
contracts to full-service suppliers who are able to supply larger segments of 
a vehicle.  OEMs' criteria for supplier selection include not only cost, 
quality and responsiveness, but also full-service design, engineering and 
program management capabilities.  For full-service suppliers such as the 
Company, the new environment provides an opportunity to grow by obtaining 
business previously provided by other non-full service suppliers and by 
acquiring suppliers that further enhance product, manufacturing and service 
capabilities.  OEMs rigorously evaluate suppliers on the basis of product 
quality, cost control, reliability of delivery, product design capability, 
financial strength, new technology implementation, quality and condition of 
facilities and overall management.  Suppliers that obtain superior ratings 
are considered for sourcing new business.  Although these new supplier 
policies have already resulted in significant consolidation of component 
suppliers in certain segments, the Company believes that consolidation within 
the structural and suspension component segments of the automotive industry 
will continue to provide attractive opportunities to acquire high-quality 
companies that complement its existing business.

     GLOBAL SOURCING.  Regions such as Asia, Latin America, Mexico and 
Eastern Europe are expected to experience significant growth in vehicle 
demand over the next ten years.  OEMs are positioning themselves to reach 
these emerging markets in a cost-effective manner by seeking to design and 
produce "world cars" which can be designed in one vehicle center to a single 
global standard but produced and sold in different geographic markets, 
thereby allowing OEMs to reduce design costs, take advantage of low-cost 
manufacturing locations and improve product quality and consistency.  OEMs 
increasingly are requiring their suppliers to have the capability to design 
and manufacture their products in multiple geographic markets.

     SYSTEM/MODULAR SOURCING.  OEMs are increasingly seeking suppliers 
capable of providing complete systems or modules rather than suppliers who 
only provide separate component parts.  A system is a group of component 
parts which operate together to provide a specific engineering driven 
functionality whereas a module is a group of systems and/or component parts 
which are assembled and shipped to the OEM for installation in a vehicle as a 
unit.  By outsourcing complete systems or modules, OEMs are able to reduce 
their costs associated with the design and integration of different 
components and improve quality by enabling their suppliers to assemble and 
test major portions of the vehicle prior to beginning production.

     PRODUCTS

     The Company produces a broad range of stamped and welded assemblies for 
vehicle body structures and suspension systems, many of which are critical to 
the structural integrity of a vehicle.  These products include body 
structural assemblies such as pillars and package trays, control arms, 
suspension links, engine cradles and full frame assemblies.  These stampings 
and assemblies are attached directly to the frame of an automobile at the OEM 
assembly plant and comprise the major structure of a vehicle.  The Company's 
products generally can be classified into the following categories:  
Structural components, suspension components and engineered assemblies.

     STRUCTURAL COMPONENTS.  The Company's structural component products form 
the basic upper body structure of the vehicle and include large metal 
stampings such as body pillars, roofrails, side sills, parcel shelves and 
intrusion beams. The Company expanded its product offerings to include 
structural component products that form the basic lower body structure of 

                                      -6-
<PAGE>

the vehicle such as light truck frames, automotive engine cradles and heavy 
truck frame rails.  Critical to the strength and safety of vehicles, 
structural products carry the load of the vehicle and provide crash integrity.

     SUSPENSION COMPONENTS.  The Company's current suspension component 
products include stamped, formed and welded products such as control arms, 
suspension links, track bars, spring/shock towers, control arms, suspension 
links and trailing axles.  Critical to the ride, handling and noise 
characteristics of a vehicle, suspension components are a natural extension 
of the Company's larger structural components.

     ENGINEERED ASSEMBLIES.  The Company's current engineered assemblies 
include a broad array of highly engineered parts such as hood and deck lid 
hinges, brake components and fuel filter assemblies.  Such engineered 
assemblies are a natural extension to the Company's other products in that 
they are attached to both structural and suspension components.

     OTHER.  In addition to the Company's structural, suspension and 
mechanical component products, the Company manufactures a variety of other 
products, including heat shields and other precision stampings, for its OEM 
customers.

     Although a portion of the Company's products are sold directly to OEMs 
as finished products, most are used by the Company to produce assemblies 
consisting of multiple parts that are welded or otherwise fastened together 
by the Company. Systems and assemblies currently produced by the Company 
include front and rear structural suspension systems comprised of control 
arms, suspension links and axle assemblies consisting of stamped metal 
trailing axles, assembled brake shoes, hoses and tie rods.

     CUSTOMERS AND MARKETING

     The North American automotive market is dominated by General Motors, 
Ford and Chrysler, with Transplants representing approximately 28% of this 
market in 1997.  The Company currently supplies its products primarily to 
Ford, Chrysler, General Motors, Honda, Toyota, Nissan and Mazda.

     OEMs typically award contracts that cover parts to be supplied for a 
particular car model.  Such contracts range from one year to over the life of 
the model, which is generally three to ten years and do not require the 
purchase by the customer of any minimum number of parts.  The Company also 
competes for new business to supply parts for successor models and therefore 
is subject to the risk that the OEM will not select the Company to produce 
parts on a successor model.  The Company supplies parts for a broad 
cross-section of both new and mature models, thereby reducing its reliance on 
any particular model. For example, the Company supplies parts for 
substantially all models produced by Ford, Honda and Chrysler and currently 
supplies Chrysler with substantially all of its full frame requirements.  The 
following table presents an overview of the major models for which the 
Company supplies products:

                                       -7-

<PAGE>

<TABLE>
<CAPTION>

      CUSTOMER                   CAR MODELS                                   TRUCK MODELS
------------------  -----------------------------------------------  ---------------------------------
<S>                 <C>                                               <C>
Ford                Taurus/Sable, Contour/Mystique, Mustang,          Explorer, Ranger, F-Series,
                    Escort, Crown Victoria, Grand Marquis,            Econoline, Villager, Windstar,
                    Probe, Continental                                Medium Trucks, Expedition
Chrysler            Concorde/Intrepid, Neon, Viper,                   Ram Pick-up, Dakota, Grand
                    Stratus/Cirrus/Breeze                             Cherokee, Voyager, Caravan,
                                                                      Ram Van, Wrangler, Durango,
General Motors      Cavalier, Sunfire, Grand Am, Lumina, Grand        C/K Pick-up, Blazer, Chevy Van,
                    Prix                                              Suburban, Tahoe, Yukon, Astro,
                                                                      Safari
Honda               Accord, Civic, Acura Integra
Mazda               626,MX6
Toyota              Avalon, Camry                                     Mini-van
Nissan              Sentra                                            Quest, Pick-up
Isuzu                                                                 Rodeo, Amigo
Fiat                Marea, Punto, Bravo
</TABLE>

     Most of the parts the Company produces have a lead time of two to five 
years from product development to production.  See "Design and Engineering 
Support."  Since 1988, the Company has been the leading supplier for hood and 
deck hinges at Ford and Chrysler and is responsible for the design and 
production of such products.  The selling prices of these products are 
generally negotiated between the Company and its customers and are typically 
not subject to a competitive bid process.

     Sales of the Company's products to OEMs are made directly by the 
Company's sales and engineering forces, located at its technical centers in 
Farmington Hills, Michigan, Milwaukee, Wisconsin, Yokohama, Japan and Torino, 
Italy. Through its technical centers, the Company services its OEM customers 
and manages its continuing programs of product design improvement and 
development. The Company periodically places engineering staff at various 
customer facilities to facilitate the development of new programs.

     DESIGN AND ENGINEERING SUPPORT

     The Company strives to maintain a technological advantage through 
investment in product development and advanced engineering capabilities.  The 
Company's manufacturing engineering capabilities enable it to design and 
build high-quality and efficient manufacturing systems, processes and 
equipment and to continually improve its production processes and equipment.  
The Company's manufacturing engineers are located at each of its 
manufacturing facilities. The Company's engineering staff currently consists 
of approximately 400 full-time engineers, whose responsibilities range from 
research and development, advanced product development, product design, 
testing and initial prototype development to the design and implementation of 
manufacturing processes.

     Because assembled parts must be designed at an early stage in the 
development of new vehicles or model revisions, the Company is increasingly 
given the opportunity to utilize its product engineering resources early in 
the planning process.  Advanced development engineering resources create 
original engineering designs, computer-aided designs, feasibility studies, 
working prototypes and testing programs to meet customer specifications.  The 
Company's advanced development capabilities have resulted in several 
innovations in hinge design that have provided significant benefits to the 
Company's customers.  The Company also has full-service design capability for 
chassis components.

                                       -8-
<PAGE>

     GLOBAL INITIATIVES

     The Company has formed, or is in the process of forming, strategic 
alliances with other suppliers throughout the world, including those located 
in Europe, Asia and Latin America.  The Company has opened a European sales 
and engineering office to service its U.K. and German OEM customers.  As part 
of its acquisition of APC, the Company acquired a 60% equity interest in a 
joint venture that manufactures structural components in China.  In addition 
to the Company's equity interests in Metalsa and Caterina, the Company has a 
joint manufacturing and marketing agreement with Kirchhoff, a German 
automobile parts supplier, pursuant to which the Company and Kirchhoff have 
agreed to provide manufacturing and marketing services to each other when and 
as required by each company's OEM customers.  A current focus of the 
Company's acquisition strategy is to acquire foreign suppliers that would 
provide the Company with a manufacturing presence in new geographic areas and 
afford the Company access to new customer opportunities.

     MANUFACTURING

     The Company's manufacturing operations consist primarily of stamping 
operations, system and modular assembly operations, roll-forming and 
hydroforming operations and associated coating and other ancillary operations.

     Stamping involves passing metal through dies in a stamping press to form 
the metal into three-dimensional parts.  The Company produces stamped parts 
using over 640 precision single-stage, progressive and transfer presses, 
ranging in size from 150 to 4,000 tons, which perform multiple functions as 
raw material proceeds through the press and is converted into a finished 
product.  The Company continually invests in its press technology to increase 
flexibility, improve safety and minimize die changeover time.

     After forming is completed, stampings that are to be used in assemblies 
are placed in work-in-progress staging areas from which they are fed into 
cell-oriented assembly operations that produce complex, value-added 
assemblies through the combination of multiple parts that are welded or 
fastened together. The Company's assembly operations are performed on either 
dedicated, high-volume welding/fastening machines or on flexible-cell 
oriented robotic lines for units with lower volume production runs.  The 
assembly machines attach additional parts, fixtures or stampings to the 
original metal stampings.  In addition to standard production capabilities, 
the Company's assembly machines are also able to perform various statistical 
control functions and identify improper welds and attachments.  The Company 
continually works with manufacturers of fixed/robotic welding systems to 
develop faster, more flexible machinery.  Several of the Company's welding 
systems were designed by the Company.

     The products manufactured by the Company use various grades and 
thicknesses of steel and aluminum, including hot and cold rolled, galvanized, 
organically coated, stainless and aluminized steel.  The Company does not 
produce exposed sheet metal components, such as exterior body panels.  See 
"Suppliers and Raw Materials."

     OEMs have established quality rating systems involving rigorous inspections
of suppliers' facilities and operations.  OEMs' factory rating programs provide
a quantitative measure of a company's success in improving the quality of its
operations.  The Company has received quality awards from Ford (Q1) and Chrysler
(Pentastar) and has consistently received one of Ford's highest commercial
ratings for suppliers in the stamping segment.  The automotive 

                                       -9-
<PAGE>

industry adopted a quality rating system known as QS-9000.  The Company has 
received QS-9000 certification in compliance with the automotive industry 
requirements.

     COMPETITION

     The Company operates in a highly competitive, fragmented market segment 
of the automotive supply industry, with a limited number of competitors 
generating revenues in excess of $200 million.  The number of the Company's 
competitors has decreased in recent years and is expected to continue to 
decrease due to the supplier consolidation resulting from changing OEM 
policies.  The Company's largest competitors include The Budd Company, a 
subsidiary of Thyssen AG ("Budd"), Magna International, Inc. ("Magna"), Dana 
Corporation, Midway Products Corp., Modern Tool & Die Co., L&W Engineering, 
Midland Corporation and divisions of OEMs with internal stamping and assembly 
operations, all of which have substantial financial resources.  The Company 
competes with Magna across most of the Company's product lines, and with its 
other significant competitors in various segments of its product lines.  For 
example, the Company competes with Budd for large stampings, while it 
competes with ITT Automotive for hinge business.  Aetna Industries, Active 
Tool & Die Co., AG Simpson Ltd., Oxford Automotive, Inc. and L&W Engineering 
compete with the Company for medium-size structural stampings.

     The Company principally competes for new business both at the beginning 
of the development of new models and upon the redesign of existing models.  
New model development generally begins two to five years before the marketing 
of such models to the public.  Once a producer has been designated to supply 
parts for a new program, an OEM usually will continue to purchase those parts 
from the designated producer for the life of the program, although not 
necessarily for a redesign.  Competitive factors in the market for the 
Company's products include product quality and reliability, cost and timely 
delivery, technical expertise and development capability, new product 
innovation and customer service.

     SUPPLIERS AND RAW MATERIALS

     The primary raw material used to produce the majority of the Company's 
products is steel.  The Company purchases hot and cold rolled, galvanized, 
organically coated, stainless and aluminized steel from a variety of 
suppliers. The Company employs just-in-time manufacturing and sourcing 
systems enabling it to meet customer requirements for faster deliveries while 
minimizing its need to carry significant inventory levels.  The Company has 
not experienced any significant shortages of raw materials and normally does 
not carry inventories of raw materials or finished products in excess of 
those reasonably required to meet production and shipping schedules.  Raw 
material costs represented approximately 47.9% of the Company's revenues in 
1997.

     Honda and Chrysler currently purchase all of the steel used by the 
Company for their models directly from steel producers.  Ford is in the 
process of implementing a similar program.  As a result, the Company will 
have minimal exposure to changes in steel prices for parts supplied to Ford, 
Honda and Chrysler, which collectively represented 70.7% of the Company's 
revenues in 1997.

     The Company expects that the content level of metal in cars and light 
trucks will remain constant or increase slightly due to the trend toward 
increased vehicle size and a greater emphasis on metal recycling.  Although 
the search for improved fuel economy and weight reduction has resulted in 
attempts to reduce the sheet metal content of light vehicles, an efficient, 

                                       -10-
<PAGE>

cost-effective substitute for steel used in the Company's structural products 
has not been found.  While various polymers have been used recently for 
fenders, hoods and decks, such products do not have the inherent strength or 
structural integrity on a cost-effective basis to be used for structural 
components.  The Company is involved in ongoing evaluations of the potential 
for the use of aluminum and of specialty steel in its products.

     Other raw materials purchased by the Company include dies, fasteners, 
tubing, springs, rivets and rubber products, all of which are available from 
numerous sources.

     EMPLOYEES

     As of December 31, 1997, the Company had approximately 8,750 employees, 
of whom approximately 4,000 are covered under collective bargaining 
agreements. These collective bargaining agreements expire between 1998 and 
2000.  The Company believes that its future success will depend in part on 
its ability to continue to recruit, retain and motivate qualified personnel 
at all levels of the Company.  The Company has instituted a large number of 
employee programs to increase employee morale and expand the employees' 
participation in the Company's business.  The Company has not experienced any 
work stoppages and considers its relations with its employees to be good.

     (b)  SAFE HARBOR PROVISIONS

     Forward-looking statements included in this Form 10-K are made pursuant 
to the safe harbor provisions of the Private Securities Litigation Reform Act 
of 1995.  There are certain important factors that could cause future results 
to differ materially from those that might be anticipated based on some of 
the statements made in this report.  Investors are cautioned that all 
forward-looking statements involve risks and uncertainty.  Among the factors 
that could cause actual results to differ materially are the following:

     - RELIANCE ON MAJOR CUSTOMERS AND SELECTED MODELS.  The Company's two 
largest customers, Ford and Chrysler, represented approximately 48% and 19%, 
respectively, of the Company's 1997 revenues.  The loss of Ford, Chrysler or 
any of the Company's other significant customers or a significant decrease in 
demand for certain key models or a group of related models sold by any of 
their major customers could have a material adverse effect on the Company.

     - INDUSTRY CYCLICALITY AND SEASONALITY.  The automotive market is highly 
cyclical and is dependent on consumer spending.  Economic factors adversely 
affecting automotive production and consumer spending could adversely impact 
the Company.

      - FAILURE TO OBTAIN BUSINESS RELATED TO NEW AND REDESIGNED MODEL 
INTRODUCTIONS.  The failure of the Company to obtain new business on new 
models or to retain or increase business on redesigned existing models could 
adversely affect the Company.


                                       -11-

<PAGE>

     Item 3 set forth in the Form 10-K is hereby amended and restated in its 
entirety to read as follows:

ITEM 3.   LEGAL PROCEEDINGS

     The Company is not currently involved in any material lawsuits.  The 
Company believes it maintains adequate insurance, including product liability 
coverage.  The Company historically has not been required to pay any material 
liability claims.

                                       -12-
<PAGE>

     ENVIRONMENTAL MATTERS

     The Company believes it conducts its operations in substantial 
compliance with applicable environmental and occupational health and safety 
laws.  The Company does not expect to incur material capital expenditures for 
environmental compliance during its current or succeeding fiscal year.  
However, as is the case with manufacturers in general, if a release of 
hazardous substances occurs on or from the Company's properties or at any 
associated offsite disposal location, if contamination from prior activities 
is discovered at any of the Company's properties or if non-compliance with 
environmental regulations or permits is discovered, the Company may be held 
liable and the amount of such liability could be material.  In connection 
with the acquisition of Trylon, MasoTech agreed to indemnify the Company for 
all losses (including reasonable legal expenses) resulting from: (i) a breach 
of its representation set forth in the acquisition agreement relating to 
environmental and safety matters (to the extent that such breach results in 
a claim being made within five years after the acquisition and subject to a 
$500,000 cap); and (ii) each known environmental condition identified on a 
schedule to the acquisition agreement, including the replacement of 
underground storage tanks at the Traverse City facilities. In connection 
with the acquisition of MSTI, MasoTech agreed to indemnify the Company for 
all losses (including reasonable legal expenses) resulting from: (i) a breach 
of its representation set forth in the acquisition agreement relating to 
environmental and safety matters (to the extent that such breach results in a 
claim being made within five years after the acquisition and subject to a 
$1.5 million threshold for all losses resulting from breaches of 
representation and warranties contained in the acquisition agreement); (ii) 
MSTI's non-compliance with applicable federal, state, local and foreign 
statutes, regulations, ordinances and similar provisions have the force or 
effect of law, judicial orders and common law concerning public health and 
safety, worker health and safety and pollution or protection of the 
environment prior to the acquisition; and (iii) any remediation that may be 
required at the Kendallville facility.

     In connection with the acquisition of APC, A.O. Smith agreed, subject to 
certain limitations, to indemnify the Company for environmental matters 
relating to APC arising from events occurring, or conditions arising, prior 
to the closing date of the acquisition of APC.  This indemnification 
obligation applies to claims to the extent exceeding $250,000 submitted by 
the Company within three years of the acquisition date. To the extent that 
such claims exceed $5.0 million in the aggregate, A.O. Smith will indemnify 
70% of such losses, up to A.O. Smith's maximum $75.0 million indemnification 
obligation under the purchase agreement. In addition, A.O. Smith has agreed 
to retain certain environmental liabilities for, among other things, offsite 
disposal of hazardous substances prior to the acquisition of APC.


                                       -13-
<PAGE>

                                      PART IV

     Item 14 set forth in the Form 10-K is hereby amended and restated in its 
entirety to read as follows:

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)  DOCUMENTS FILED AS PART OF THIS REPORT

          (1)  FINANCIAL STATEMENTS:

               The following are incorporated herein by reference to the
               Company's 1997 Annual Report:

               - Report of Independent Public Accountants
               - Consolidated Balance Sheets as of  December 31, 1997 and 1996
               - Consolidated Statements of Operations for the Years Ended
                 December 31, 1997, 1996 and 1995
               - Consolidated Statements of Stockholders' Investment for the 
                 Years Ended December 31, 1997, 1996 and 1995
               - Consolidated Statement of Cash Flows for the Years Ended 
                 December 31, 1997, 1996 and 1995
               - Notes to Consolidated Financial Statements

          (2)  FINANCIAL STATEMENT SCHEDULES:

               - Report of Independent Public Accountants - S-1*

               - Financial Statement Schedule I - Condensed Financial 
                 Information of the Registrant - S-2*
               ----------------
               * Filed herewith.

          (3)  EXHIBITS:  See "Exhibit Index" beginning on page 21.

     (b)  REPORTS ON FORM 8-K

          No reports on Form 8-K were filed by the Company during the fourth
          quarter of 1997.

                                     -14-
<PAGE>
                                       
                                  SIGNATURES

     Pursuant to the requirements of Section 13 of the Securities Exchange 
Act of 1934, the Registrant has duly caused this Amendment No. 2 to Annual 
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto 
duly authorized.

                                   TOWER AUTOMOTIVE, INC.

Date:  October 16, 1998              By /s/ S.A. Johnson
                                     ------------------------------------
                                      S.A. Johnson, Chairman


                                      -15-

<PAGE>


                     REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

We have audited the consolidated balance sheets of Tower Automotive, Inc. and 
Subsidiaries as of December 31, 1997 and 1996, and the related consolidated 
statements of operations, stockholders' investment and cash flows for each of 
the three years in the period ended December 31, 1997, and have issued our 
unqualified report thereon dated January 23, 1998.

Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole. The Schedule I - Condensed Financial 
Information of Registrant is presented for purposes of additional analysis 
and is not a required part of the basic financial statements. This 
information has been subjected to the auditing procedures applied in our 
audit of the basic financial statements and, in our opinion, is fairly stated 
in all material respects in relation to the basic financial statements taken 
as a whole.


                                                    ARTHUR ANDERSEN LLP

Minneapolis, Minnesota
January 23, 1998 (except with respect to Note 5,
  as to which the date is June 3, 1998)


                                        S-1

<PAGE>

                                                                    SCHEDULE I




                               TOWER AUTOMOTIVE, INC.
                   CONDENSED FINANCIAL INFORMATION OF REGISTRANT
                                          
                      TOWER AUTOMOTIVE, INC. (PARENT COMPANY)
                              CONDENSED BALANCE SHEETS
                          AS OF DECEMBER 31, 1996 AND 1997
                                          
                    (Amounts in thousands, except share amounts)

<TABLE>
<CAPTION>

                                                                     1996           1997
                                                                    -----          -----
<S>                                                           <C>            <C>
ASSETS
  Investment in consolidated subsidiaries                          $181,877       $713,614

  Debt issue costs, net of accumulated amortization of 
       -- and $344                                                     --            5,915
                                                                  ----------     -----------
                                                                   $181,877       $719,529
                                                                  ----------     -----------
                                                                  ----------     -----------

LIABILITIES AND STOCKHOLDERS' INVESTMENT
  Accrued liabilities                                              $   --         $  4,250
  Convertible subordinated notes                                       --          200,000
                                                                  ----------     -----------
  Commitments and contingencies

  Stockholders' investment:
    Preferred stock, par value $1; 5,000,000 shares
      authorized; no shares issued or outstanding                      --             --  
    Common stock, par value $.01; 200,000,000 shares
      authorized; 28,567,586 and 45,975,490 shares issued
      and outstanding                                                   286            460
    Warrants to acquire common stock                                  2,000          2,000
    Additional paid-in capital                                      136,441        423,425
    Retained earnings                                                43,150         89,394
                                                                  ----------     -----------
      Total stockholders' investment                                181,877        515,279
                                                                  ----------     -----------

                                                                   $181,877       $719,529
                                                                  ----------     -----------
                                                                  ----------     -----------

   The accompanying notes are an integral part of these condensed balance sheets.

</TABLE>


                                         S-2


<PAGE>
                                                                    SCHEDULE I
                                          
                      TOWER AUTOMOTIVE, INC. (PARENT COMPANY)
                         CONDENSED STATEMENTS OF OPERATIONS
                FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
                                          
                                   (in thousands)

<TABLE>
<CAPTION>

                                                                     1995           1996           1997
                                                                    -----           -----         -----
<S>                                                             <C>           <C>           <C>
Amortization expense                                              $    --        $    --         $    344
                                                                  ----------     ----------      ----------
  Operating loss                                                       --             --             (344)

Interest expense                                                       --             --            4,250
                                                                  ----------     ----------      ----------
  Loss before income taxes and equity in earnings
    of consolidated subsidiaries                                       --             --           (4,594)
Income tax benefit                                                     --             --            1,838
Equity in earnings of consolidated subsidiaries                      12,071         20,637         49,000
                                                                  ----------     ----------      ----------

  Net income                                                      $  12,071      $  20,637       $ 46,244
                                                                  ----------     ----------      ----------
                                                                  ----------     ----------      ----------


      The accompanying notes are an integral part of the condensed statements.


</TABLE>

                                         S-3
                                          

<PAGE>
                                                                    SCHEDULE I

                      TOWER AUTOMOTIVE, INC. (PARENT COMPANY)
                  CONDENSED STATEMENTS OF STOCKHOLDERS' INVESTMENT
                                          
                    (Amounts in thousands, except share amounts)

<TABLE>
<CAPTION>


                                                                              
                                                         COMMON STOCK            ADDITIONAL                     WARRANTS TO      
                                               ------------------------------     PAID-IN        RETAINED       ACQUIRE          
                                                   SHARES            AMOUNT       CAPITAL         EARNINGS      COMMON STOCK     
<S>                                             <C>                  <C>         <C>             <C>             <C>
BALANCE, DECEMBER 31, 1994                        21,652,492           $216       $ 62,481        $10,442         $ --  

Sales of stock under Employee Stock
  Discount Purchase Plan                               8,286              1             33           --             --  
Collection of common stock
  subscriptions receivable                              --             --              341           --             --  
Net income                                              --             --             --           12,071           --  
                                                --------------       ---------   ----------     ----------       ---------
BALANCE, DECEMBER 31, 1995                        21,660,778            217         62,855         22,513           --  

Conversion of Edgewood notes                         821,058              8          2,484           --             --  
Exercise of options                                   13,250           --               48           --             --
Sales of stock under Employee Stock
  Discount Purchase Plan                              36,700           --              263           --             --  
Collection of common stock
  subscriptions receivable                              --             --              322           --             --  
Public offering of common stock, net               4,465,800             45         51,252           --             --  
Issuance of shares and warrants in
  acquisition of MSTI                              1,570,000             16         19,217           --            2,000
Net income                                              --             --             --           20,637           --  
                                                --------------       ---------   ----------     ----------       ---------
BALANCE, DECEMBER 31, 1996                        28,567,586            286        136,441         43,150          2,000

Conversion of Edgewood notes                         225,502              2            682           --             --  
Exercise of options                                   52,600              1            234           --             --  
Sales of stock under Employee
  Stock Discount Purchase Plan                       129,802              1          1,575            -             --  
Collection of common stock
  subscriptions receivable                              --             --               78           --             --  
Public offering of common stock, net              17,000,000            170        284,393           --             --  
Cumulative translation adjustment                       --             --               22           --             --  
Net income                                              --             --             --           46,244           --  
                                                --------------       ---------   ----------     ----------       ---------

BALANCE, DECEMBER 31, 1997                        45,975,490           $460       $423,425        $89,394         $2,000
                                                --------------       ---------   ----------     ----------       ---------
                                                --------------       ---------   ----------     ----------       ---------
                                                                     
                                                                     
                                                                     
                The accompanying notes are an integral part of these condensed statements.

</TABLE>


                                                    S-4


<PAGE>
                                                                    SCHEDULE I

                     TOWER AUTOMOTIVE, INC. (PARENT COMPANY)
                   CONDENSED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
                                                                     
                             (Amounts in thousands)
                                                                     

<TABLE>
<CAPTION>
                                                                     1995           1996           1997
                                                                    ------         ------         ------
<S>                                                               <C>            <C>           <C>
Operating Activities:
  Net income                                                       $ 12,071       $ 20,637      $  46,244
  Equity in earnings of consolidates subsidiaries                   (12,071)       (20,637)       (49,000)
  Change in current operating items -- accrued liabilities             --             --            4,250
                                                                   ----------     -----------   ----------
    Net cash provided by operating activities                          --             --            1,494
                                                                   ----------     -----------   ----------
Investing Activities:
  Dividends received from consolidated subsidiaries                    --             --            5,108
  Additional investment in consolidated subsidiaries                    (34)       (51,560)      (487,633)
                                                                   ----------     -----------   ----------
    Net cash used for investing activities                              (34)       (51,560)      (482,525)
                                                                   ----------     -----------   ----------
Financing Activities:
  Net proceeds from issuance of common stock                             34         51,560        286,139
  Net proceeds from issuance of convertible
    subordinated notes                                                 --             --          194,892
                                                                   ----------     -----------   ----------
    Net cash provided by financing activities                            34         51,560        481,031
                                                                   ----------     -----------   ----------
    Net change in cash and cash equivalents                            --             --             --  

Cash and cash equivalents:
  Beginning of period                                                  --             --             --  
                                                                   ----------     -----------   ----------
  End of period                                                    $   --         $   --        $    --  
                                                                   ----------     -----------   ----------
                                                                   ----------     -----------   ----------
Supplemental Cash Flow Information:
  Cash paid for -  
    Interest                                                       $   --         $   --        $    --  
                                                                   ----------     -----------   ----------
                                                                   ----------     -----------   ----------

    Income taxes                                                   $   --         $   --        $    --  
                                                                   ----------     -----------   ----------
                                                                   ----------     -----------   ----------


     The accompanying notes are an integral part of these condensed statements.
</TABLE>


                                          S-5


<PAGE>
                                                                    SCHEDULE I


                      TOWER AUTOMOTIVE, INC. (PARENT COMPANY)
                      NOTES TO CONDENSED FINANCIAL STATEMENTS
                                          


NOTE 1.   ORGANIZATION AND OPERATIONS

     Tower Automotive, Inc. (the "Parent Company") and its consolidated 
     subsidiaries (the "Subsidiaries"), collectively the Company, produces a 
     broad range of stamped and welded assemblies for vehicle body structures 
     and suspension systems for the global automotive industry.  The Company 
     has 35 locations in the United States, Canada, Italy and Japan, a 
     facility in China through its joint venture investments in China and two 
     in Mexico through its joint venture investment in Metalsa.
     
     The Notes to Consolidated Financial Statements of Tower Automotive, Inc.
     and Subsidiaries should be read in conjunction with this Schedule I.
     
NOTE 2.   CONVERTIBLE SUBORDINATED NOTES

     In July 1997, the Parent Company completed the offering of $200 million of
     Convertible Subordinated Notes (the "Notes").  The net proceeds from the
     Notes, $194.9 million, were contributed as an additional investment in the
     Subsidiaries.  The Notes bear interest at 5 percent, are unsecured, are due
     on August 1, 2004 and are convertible into Common Stock of the Parent 
     Company at a conversion price of $25.88 per share.  The Parent Company may
     make optional redemptions of the Notes after August 1, 2000 at amounts 
     ranging from 102.857 percent to 100.714 percent of face value.  In the 
     event of a change in control (as defined), the holders of the Notes may
     require the Parent Company to redeem the Notes at face value plus accrued
     interest.
     
NOTE 3.   STOCKHOLDERS' INVESTMENT

     In April 1997, the Parent Company completed an offering of 
     17,000,000 shares of Common Stock in a public offering at an offering 
     price of $17.50 per share. The net proceeds of approximately 
     $286.1 million were contributed as an additional investment in the 
     Subsidiaries.
     
     On May 19, 1998, the Parent Company's Board of Directors approved a 
     two-for-one stock split, which was effected as a stock dividend.  On 
     July 15, 1998, stockholders were issued one additional share of Common 
     Stock for each share of Common Stock held on the record date of June 30,
     1998.  All references to the number of common shares and per share 
     amounts have been adjusted to reflect the stock split on a retroactive
      basis.
     
NOTE 4.   GUARANTEES AND RESTRICTIONS
     
     GUARANTEE OF SUBSIDIARIES' DEBT
     
     In April 1997, the Subsidiaries entered into a revolving credit facility
     that provides for borrowings of up to $750 million on an unsecured basis. 
     The Parent Company provided a guarantee for this debt.  Under the terms of
     the credit facility, the equivalent of up to $85 million in borrowings can
     be denominated in foreign currency.  As of December 31, 


                                           S-6


<PAGE>
                                                                    SCHEDULE I


     1997, approximately $51.4 million of the $465.6 million outstanding 
     borrowings were denominated in Italian lira.  The amount available under 
     the revolving credit facility reduces to $675 million in April 2000, $600 
     million in April 2001 and $500 million in April 2002.  The credit facility
     has a final maturity of April 2003.  Interest on the credit facility is at
     the prime rate or LIBOR plus a margin ranging from 17 to 50 basis points 
     depending upon the ratio of the consolidated indebtedness of the Company 
     to its total capitalization.  The weighted average interest rate for such 
     borrowings was 6.5 percent for the year ended December 31, 1997.
     
     RESTRICTIONS ON THE ABILITY OF THE SUBSIDIARIES TO MAKE DISTRIBUTIONS TO 
     THE PARENT COMPANY
     
     Under the terms of the revolving credit facility described above, the 
     Subsidiaries are restricted in their ability to dividend, loan or otherwise
     distribute assets, properties, cash, rights, obligations or securities to 
     the Parent Company. These restrictions are subject to a number of important
     exceptions, including the ability of the Subsidiaries to: (i) declare or 
     pay cash dividends to the Parent Company in an aggregate amount equal to
     50% of the net income of the Company arising after December 31, 1996 and
     computed on a cumulative basis (provided that no event of default exists
     after giving effect to such action); (ii) declare and pay dividends to the
     Parent Company to be used to pay taxes and other expenses of the Parent
     Company and the Subsidiaries on a consolidated basis; and (iii) declare and
     pay dividends to the Parent Company to enable the Parent Company to make
     regularly scheduled interest payments or the payment of principal at
     maturity of any unsecured indebtedness issued by the Parent Company
     (including the Notes and the Debentures (See Note 5)), the proceeds of
     which are applied to the prepayment of the revolving loans, in each case
     (a) has no scheduled principal payments before April 18, 2004; (b) has no
     guaranty obligation by the borrower under the revolving credit facility 
     and (c) has terms and conditions which are acceptable to the principal 
     lender under the revolving credit facility. As of December 31, 1997, the
     Subsidiaries could have paid up to approximately $23.1 million to the 
     Parent Company under the exception described in item (i) above.

NOTE 5.   SUBSEQUENT EVENT

     On June 9, 1998, Tower Automotive Capital Trust (the "Issuer"), a wholly
     owned statutory business trust of the Parent Company, completed the
     offering of $258.8 million of its 6 3/4% Trust Convertible Preferred
     Securities ("Preferred Securities"), resulting in net proceeds of
     approximately $251.3 million.  The Preferred Securities are redeemable, in
     whole or in part, on or after June 30, 2001 and all Preferred Securities
     must be redeemed no later than June 30, 2018.  The Preferred Securities are
     convertible, at the option of the holder, into Common Stock of the 
     Parent Company at a rate of 1.6280 shares of Common Stock for each
     Preferred Security, which is equivalent to a conversion price of 
     $30.713 per share.  The obligations of the Issuer under the Preferred
     Securities are fully and unconditionally guaranteed by the Parent Company.
     Concurrently with the issuance of the Preferred Securities, the Issuer
     acquired $258.8 million of the Parent Company's 6 3/4% Convertible 
     Subordinated Debentures ("Debentures") for net proceeds of $251.3 million.
     Interest is payable quarterly and the notes mature on June 30, 2018. The
     net proceeds received from the issuance of the Debentures by the Parent
     Company were contributed as an additional investment in the Subsidiaries.

                                       S-7