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                                                               Exhibit-10(h)(ii)

                AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT

         THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT (this
"AMENDMENT") dated as of May 18, 2001, is entered into among WORTHINGTON
RECEIVABLES CORPORATION (the "SELLER"), WORTHINGTON INDUSTRIES, INC. (the
"SERVICER"), THE MEMBERS OF THE VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY
THERETO (the "PURCHASER GROUPS"), and PNC BANK, NATIONAL ASSOCIATION, as
Administrator (the "ADMINISTRATOR").

                                    RECITALS

         The Seller, the Servicer, the Purchaser Groups and Administrator are
parties to the Receivables Purchase Agreement dated as of November 30, 2000 (the
"AGREEMENT"); and

         The parties hereto desire to amend the Agreement as hereinafter set
forth.

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1. CERTAIN DEFINED TERMS. Capitalized terms that are used herein
without definition and that are defined in EXHIBIT I to the Agreement shall have
the same meanings herein as therein defined.

         2. AMENDMENTS TO AGREEMENT.

                  2.1 SECTION 1.2(a) of the Agreement is hereby amended by
         replacing the amount "$3,000,000" with the following: "$1,000,000 or
         such lesser amount as may be consented to by the Administrator"
         therein.

                  2.2 EXHIBIT I of the Agreement is hereby amended by adding the
         following definition, as alphabetically appropriate:

                  "SPECIFICALLY RESERVED DILUTION AMOUNT' means, for any
         calendar month, the sum of the amounts reserved in the balance sheet of
         each Originator for volume rebates."

                  2.3 The definition of "Dilution Reserve Percentage" set forth
         in EXHIBIT I to the Agreement is hereby amended in its entirety as
         follows:

                  "DILUTION RESERVE PERCENTAGE" means, on any date, the greater
         of (a) 7.0%, or (b) the percentage determined by the following formula:

         [[(2.0 x ED) + ((DS-ED) x DS/ED))] x DHR] + (0.50% x CS)

         ED   =   the "Expected  Dilution," which shall be equal to the 12-month
                  rolling average Dilution Ratio, expressed as a percentage;

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         DS   =   the "Dilution Spike," which shall be equal to the highest one
                  month Dilution Ratio over the immediately preceding 12 months,
                  expressed as a percentage; and

         CS   =   the aggregate credit sales made by the Originators during the
                  most recent calendar month divided by the Net Receivables Pool
                  Balance for such calendar month.

         DHR  =   the "Dilution Horizon Ratio," which shall be equal to the
                  aggregate credit sales made by the Originators during the
                  three preceding calendar months divided by the Net Receivables
                  Pool Balance as of the last day of the most recent calendar
                  month.

                  2.4 CLAUSE (c) of the definition of "Eligible Receivable" set
         forth in EXHIBIT I to the Agreement is hereby amended by replacing the
         percentage "35%" with the percentage "20.0%" therein.

                  2.5 The definition of "Loss Reserve" set forth in EXHIBIT I to
         the Agreement is hereby amended in its entirety as follows:

                  "LOSS RESERVE' means, on any date, an amount equal to (a) the
         Aggregate Investment at the close of business of the Servicer on such
         date MULTIPLIED by (b) (i) the Loss Reserve Percentage on such date,
         DIVIDED by (ii) 100% minus the Loss Reserve Percentage on such date."

                  2.6 The definition of "Loss Reserve Percentage" set forth in
         EXHIBIT I to the Agreement is hereby amended in its entirety as
         follows:

                  "LOSS RESERVE PERCENTAGE' means, on any date, the greater of,
         (a) 6.0% and (b) the product of (i) 2 TIMES (ii) the highest average of
         the Default Ratios for any three consecutive calendar months during the
         twelve most recent calendar months MULTIPLIED by (iii) (1) (A) at all
         times during which the Current Days' Sales Outstanding is less than or
         equal to 40, the aggregate credit sales made by the Originators during
         the five most recent calendar months, and (B) at all other times, the
         aggregate credit sales made by the Originators during the six most
         recent calendar months DIVIDED by (2) the Net Receivables Pool Balance
         as of such date."

                  2.7 The definition of "Net Receivables Pool Balance" set forth
         in EXHIBIT I to the Agreement is hereby amended to add the following at
         end thereof:

                  "minus (c) the Specifically Reserved Dilution Amount."

                  2.8 The definition of "Purchaser Limit" set forth in EXHIBIT I
         to the Agreement is hereby amended by replacing the amount
         "$120,000,000" with the amount "$190,000,000" therein.

                  2.9 PARAGRAPH (i) of SECTION 1 of EXHIBIT III to the Agreement
         is hereby amended in it entirety as follows:

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                  "(i) The Seller has filed all tax returns and reports required
         by law to have been filed by it and has paid all taxes and governmental
         charges thereby shown to be owing, except any such taxes or charges
         which are being diligently contested in good faith by appropriate
         proceedings and for which adequate reserves in accordance with GAAP
         shall have been set aside on its books."

                  2.10 SECTION 2 of EXHIBIT III to the Agreement is hereby
         amended to add the following at the end thereof:

                  "(q) United States Federal income tax returns of Worthington
         and its consolidated Subsidiaries have been examined and closed through
         fiscal year ended May 31, 2000. Worthington and its consolidated
         Subsidiaries have filed all United States Federal income tax returns
         and all other material tax returns which are required to be filed by
         them and have paid all taxes due pursuant to such returns or pursuant
         to any assessment received by Worthington or any consolidated
         Subsidiary. The charges, accruals and reserves on the books of
         Worthington and its consolidated Subsidiaries in respect of taxes or
         other governmental charges are, in the opinion of Worthington,
         adequate."

                  2.11 CLAUSE (iii) of PARAGRAPH (m) of SECTION 1 of EXHIBIT IV
         to the Agreement is hereby amended by replacing the amount
         "$10,000,000" with the amount "$16,000,000" therein.

                  2.12 PARAGRAPH (p) of SECTION 1 of EXHIBIT IV to the Agreement
         is hereby amended by replacing the amount "$10,000,000" with the amount
         "$16,000,000" therein.

                  2.13 CLAUSE (i)(B) of PARAGRAPH (g) of EXHIBIT V to the
         Agreement is hereby amended by replacing the percentage "5.50%" with
         the percentage "8.00%" therein.

                  2.14 CLAUSE (ii)(A) of PARAGRAPH (g) of EXHIBIT V to the
         Agreement is hereby amended by replacing the percentage "1.00%" with
         the percentage "1.25%" therein.

                  2.15 CLAUSE (ii)(B) of PARAGRAPH (g) of EXHIBIT V to the
         Agreement is hereby amended by replacing the percentage "4.50%" with
         the percentage "7.00%" therein.

                  2.16 SCHEDULE II to the Agreement is hereby amended to add the
         following:

"Lock-box Bank                           Lock-Box                  Account
--------------                           --------                  -------
Mellon Bank, N.A.                        40087                     1930736
                                         360943
National City Bank                       510                       840819190
Wachovia Bank, N.A.                      751621                    8739069463"

         3. REPRESENTATIONS AND WARRANTIES. The Seller hereby represents and
warrants to the Administrator and each member of the various Purchaser Groups
from time to time party thereto as follows:



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                  (a) REPRESENTATIONS AND WARRANTIES. The representations and
         warranties contained in Exhibit III of the Agreement are true and
         correct as of the date hereof (unless stated to relate solely to an
         earlier date, in which case such representations or warranties were
         true and correct as of such earlier date).

                  (b) ENFORCEABILITY. The execution and delivery by each of the
         Seller and the Servicer of this Amendment, and the performance of each
         of its obligations under this Amendment and the Agreement, as amended
         hereby, are within each of its corporate powers and have been duly
         authorized by all necessary corporate action on each of its parts. This
         Amendment and the Agreement, as amended hereby, are each of the
         Seller's and the Servicer's valid and legally binding obligations,
         enforceable in accordance with its terms.

                  (c) NO DEFAULT. Both before and immediately after giving
         effect to this Amendment and the transactions contemplated hereby, no
         Termination Event or Unmatured Termination Event exists or shall exist.

         4. EFFECT OF AMENDMENT. All provisions of the Agreement, as expressly
amended and modified by this Amendment, shall remain in full force and effect.
After this Amendment becomes effective, all references in the Agreement (or in
any other Transaction Document) to "this Agreement", "hereof", "herein" or words
of similar effect referring to the Agreement shall be deemed to be references to
the Agreement as amended by this Amendment. This Amendment shall not be deemed,
either expressly or impliedly, to waive, amend or supplement any provision of
the Agreement other than as set forth herein.

         5. EFFECTIVENESS. This Amendment shall become effective as of the date
hereof upon receipt by the Administrator of counterparts of this Amendment
(whether by facsimile or otherwise) executed by each of the other parties
hereto, in form and substance satisfactory to the Administrator in its sole
discretion.

         6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute but one and the same instrument.

         7. GOVERNING LAW. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York (without regard to
any otherwise applicable principles of conflicts of law).

         8. SECTION HEADINGS. The various headings of this Amendment are
included for convenience only and shall not affect the meaning or interpretation
of this Amendment, the Agreement or any provision hereof or thereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



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         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.

                          WORTHINGTON RECEIVABLES
                               CORPORATION, as Seller



                          By         /s/ John T. Baldwin
                            ---------------------------------------------------
                            Name:      John T. Baldwin
                                 ----------------------------------------------
                            Title:        Vice President
                                  ---------------------------------------------


                          WORTHINGTON INDUSTRIES, INC.,
                             as Servicer



                          By         /s/ John T. Baldwin
                            ---------------------------------------------------
                            Name:      John T. Baldwin
                                 ----------------------------------------------
                            Title:   Vice President and Chief Financial Officer
                                  ---------------------------------------------


                          MARKET STREET FUNDING CORPORATION,
                             as a Purchaser



                          By         /s/ Evelyn Echevarria
                            ---------------------------------------------------
                            Name:       Evelyn Echevarria
                                 ----------------------------------------------
                            Title:        Vice President
                                  ---------------------------------------------


                          PNC BANK, NATIONAL ASSOCIATION,
                             as Administrator and as a Purchaser Agent



                          By:         /s/ John T. Smathers
                             --------------------------------------------------
                            Name:       John T. Smathers
                                 ----------------------------------------------
                            Title:         Vice President
                                  ---------------------------------------------



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