<PAGE>

                                       
                                   FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended June 30, 1998

                                      OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from ___ to ___

                        Commission file number 1-12733

                            TOWER AUTOMOTIVE, INC.

            (Exact name of Registrant as specified in its charter)

              DELAWARE                                 41-1746238
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)               Identification No.)
            4508 IDS CENTER                              55402
         MINNEAPOLIS, MINNESOTA                        (Zip Code)
(Address of principal executive offices)

                                (612) 342-2310
             (Registrant's telephone number, including area code)

                                NOT APPLICABLE
             (Former name, former address and former fiscal year,
                         if changed since last report)

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, and (2) has been subject to such filing 
requirements for the past 90 days.

               Yes   X                              No 
                   ----                                ----

The number of shares outstanding of the Registrant's common stock, par value 
$.01 per share, at July 15, 1998 was 46,220,152 shares adjusted for the 
two-for-one stock split issued to stockholders of record on June 30, 1998.

<PAGE>

                            TOWER AUTOMOTIVE, INC.
                                   FORM 10-Q

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I  FINANCIAL INFORMATION
<S><C>
     Item 1.   Financial Statements:

               Condensed Consolidated Statements of Operations (unaudited) for
               the Three Months Ended June 30, 1998 and 1997

               Condensed Consolidated Statements of Operations (unaudited) for
               the Six Months Ended June 30, 1998 and 1997

               Condensed Consolidated Balance Sheets at June 30, 1998
               (unaudited) and December 31, 1997

               Condensed Consolidated Statements of Cash Flows (unaudited) for
               the Six Months Ended June 30, 1998 and 1997

               Notes to Condensed Consolidated Financial Statements

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations

PART II    OTHER INFORMATION

</TABLE>

                                      -2-
<PAGE>

ITEM 1 - FINANCIAL INFORMATION

                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

         (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS - UNAUDITED)

<TABLE>
<CAPTION>
                                                      Three Months Ended June 30,
                                                      ---------------------------
                                                          1998           1997
                                                      ------------    -----------
<S>                                                    <C>            <C>
Revenues                                               $  465,874     $  327,272

Cost of sales                                             395,020        281,143
                                                      ------------    -----------
 Gross profit                                              70,854         46,129

Selling, general and administrative expenses               20,825         15,362

Amortization expense                                        3,309          2,004
                                                      ------------    -----------
 Operating income                                          46,720         28,763

Interest expense, net                                      12,695          6,605
                                                      ------------    -----------
 Income before provision for income taxes                  34,025         22,158

Provision for income taxes                                 13,612          8,977
                                                      ------------    -----------
 Income before equity in earnings of joint
 ventures and minority interest                            20,413         13,181

Equity in earnings of joint ventures                        3,973            --

Minority interest                                            (640)           --
                                                      ------------    -----------
 Income before extraordinary item                          23,746         13,181

Extraordinary loss on early extinguishment of
  debt, net of income taxes                                    --         (2,434)
                                                      ------------    -----------
 Net income                                             $  23,746      $  10,747
                                                      ------------    -----------
                                                      ------------    -----------
Basic earnings per share:
 Income before extraordinary item                       $    0.51      $    0.31
 Extraordinary item                                            --          (0.06)
                                                      ------------    -----------
 Net income                                             $    0.51      $    0.25
                                                      ------------    -----------
                                                      ------------    -----------
Diluted earnings per share:
 Income before extraordinary item                       $    0.46      $    0.30
 Extraordinary item                                            --          (0.05)
                                                      ------------    -----------
 Net income                                             $    0.46      $    0.25
                                                      ------------    -----------
                                                      ------------    -----------
</TABLE>

                  The accompanying notes are an integral part
                  of these condensed consolidated statements.

                                       -3-
<PAGE>

                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

         (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS - UNAUDITED)

<TABLE>
<CAPTION>
                                                       Six Months Ended June 30,
                                                       -------------------------
                                                           1998           1997
                                                       -----------    ----------
<S>                                                    <C>            <C>
Revenues                                               $  923,003     $  452,389

Cost of sales                                             788,960        387,248
                                                       -----------    ----------
 Gross profit                                             134,043         65,141

Selling, general and administrative expenses               41,965         21,174

Amortization expense                                        6,573          2,664
                                                       -----------    ----------
 Operating income                                          85,505         41,303

Interest expense, net                                      24,610          7,953
                                                       -----------    ----------
 Income before provision for income taxes                  60,895         33,350

Provision for income taxes                                 24,360         13,451
                                                       -----------    ----------
 Income before equity in earnings of joint
 ventures and minority interest                            36,535         19,899

Equity in earnings of joint ventures                        6,671            --

Minority interest                                            (640)           --
                                                       -----------    ----------
 Income before extraordinary item                          42,566         19,899

Extraordinary loss on early extinguishment of
  debt, net of income taxes                                    --         (2,434)
                                                       -----------    ----------
 Net income                                             $  42,566      $  17,465
                                                       -----------    ----------
                                                       -----------    ----------
Basic earnings per share:
 Income before extraordinary item                       $    0.92      $    0.56
 Extraordinary item                                         --             (0.07)
                                                       -----------    ----------
 Net income                                             $    0.92      $    0.49
                                                       -----------    ----------
                                                       -----------    ----------
Diluted earnings per share:
 Income before extraordinary item                       $    0.83      $    0.54
 Extraordinary item                                         --             (0.07)
                                                       -----------    ----------
 Net income                                             $    0.83      $    0.47
                                                       -----------    ----------
                                                       -----------    ----------
</TABLE>
                  The accompanying notes are an integral part
                  of these condensed consolidated statements.

                                       -4-
<PAGE>

                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED BALANCE SHEETS

                            (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                        June 30,     December 31,
             Assets                                       1998          1997
-------------------------------------------------    -------------  -------------
                                                      (unaudited)
<S>                                                  <C>            <C>
Current assets:
   Cash and cash equivalents                         $     49,537   $       --
   Accounts receivable                                    254,581        219,256
   Inventories                                             77,406         73,809
   Prepaid tooling and other                               93,728         78,217
                                                     ------------   ------------
      Total current assets                           $    475,252   $    371,282
                                                     ------------   ------------

Property, plant and equipment, net                   $    733,811   $    698,511
Restricted cash                                             2,618          7,902
Deferred income taxes                                      14,108         14,108
Investments in joint ventures                             203,290        147,188
Goodwill and other assets, net                            477,562        441,097
                                                     ------------   ------------
                                                     $  1,906,641   $  1,680,088
                                                     ------------   ------------
                                                     ------------   ------------
      Liabilities and Stockholders' Investment
-------------------------------------------------
Current liabilities:
   Current maturities of long-term debt and capital
     lease obligations                               $      5,113   $      5,004
   Accounts payable                                       188,560        143,902
   Accrued liabilities                                    117,869         81,784
                                                     ------------   ------------
      Total current liabilities                      $    311,542   $    230,690
                                                     ------------   ------------
Long-term debt, net of current maturities            $    368,702   $    513,653
Obligations under capital leases, net of current
  maturities                                               27,344         30,281
Convertible subordinated notes                            200,000        200,000
Other noncurrent liabilities                              180,336        190,185
                                                     ------------   ------------
      Total non-current liabilities                  $    776,382   $    934,119
                                                     ------------   ------------
Mandatorily redeemable trust convertible preferred
   securities                                        $    258,750   $       --

Stockholders' investment:
   Preferred stock                                   $       --     $       --
   Common stock                                               462            460
   Warrants to acquire common stock                         2,000          2,000
   Additional paid-in capital                             425,545        423,425
   Retained earnings                                      131,960         89,394
                                                     ------------   ------------
      Total stockholders' investment                 $    559,967   $    515,279
                                                     ------------   ------------
                                                     $  1,906,641   $  1,680,088
                                                     ------------   ------------
                                                     ------------   ------------
</TABLE>
                  The accompanying notes are an integral part
                of these condensed consolidated balance sheets.

                                       -5-
<PAGE>

                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                      (AMOUNTS IN THOUSANDS - UNAUDITED)

<TABLE>
<CAPTION>
                                                         Six Months Ended June 30,
                                                        --------------------------
                                                            1998          1997
                                                        -----------    -----------
<S>                                                     <C>            <C>
OPERATING ACTIVITIES:
   Net income                                           $  42,566      $  17,465
   Adjustments to reconcile net income to net cash
    provided by operating activities -
     Depreciation and amortization                         41,969         16,087
     Extraordinary loss on extinguishment of debt            --            2,434
     Changes in other operating items                       6,952         10,887
                                                        ---------      ---------
     Net cash provided by operating activities             91,487         46,873
                                                        ---------      ---------
INVESTING ACTIVITIES:
   Acquisitions and investment in joint venture           (82,231)      (774,882)
   Capital expenditures, net                              (70,696)       (46,435)
   Change in restricted cash                                5,284           (297)
                                                        ---------      ---------
     Net cash used in investing activities               (147,643)      (821,614)

FINANCING ACTIVITIES:
   Proceeds from borrowings                               525,553        551,878
   Repayment of debt                                     (673,332)       (64,924)
   Proceeds from issuance of stock                          1,608        285,796
   Cash portion of extraordinary loss on extinguishment
    of debt                                                  --           (3,010)
   Proceeds from issuance of preferred securities         251,350          --
   Other, net                                                 514              4
                                                        ---------      ---------
     Net cash provided by financing activities            105,693        769,744
                                                        ---------      ---------
NET CHANGE IN CASH AND CASH EQUIVALENTS                    49,537         (4,997)

CASH AND CASH EQUIVALENTS:
   Beginning of period                                       --           39,596
                                                        ---------      ---------
   End of period                                        $  49,537      $  34,599
                                                        ---------      ---------
                                                        ---------      ---------
</TABLE>
                  The accompanying notes are an integral part
                  of these condensed consolidated statements.

                                       -6-
<PAGE>

                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


1.   The accompanying condensed consolidated financial statements have been 
     prepared by Tower Automotive, Inc. (the "Company"), without audit, 
     pursuant to the rules and regulations of the Securities and Exchange 
     Commission.  The information furnished in the condensed consolidated 
     financial statements includes normal recurring adjustments and reflects 
     all adjustments which are, in the opinion of management, necessary for a 
     fair presentation of such financial statements.  Certain information and 
     footnote disclosures normally included in financial statements prepared 
     in accordance with generally accepted accounting principles have been 
     condensed or omitted pursuant to such rules and regulations.  Although 
     the Company believes that the disclosures are adequate to make the 
     information presented not misleading, it is suggested that these 
     condensed consolidated financial statements be read in conjunction with 
     the audited financial statements and the notes thereto included in the 
     Company's 1997 Annual Report to Stockholders.

     Revenues and operating results for the three and six months ended June 
     30, 1998 are not necessarily indicative of the results to be expected 
     for the full year.

2.   Inventories consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                          June 30,       Dec. 31,   
                                            1998           1997     
                                         ---------      ---------
<S>                                      <C>            <C>
        Raw materials                    $  20,642      $  14,601
        Work in process                     31,819         38,763
        Finished goods                      24,945         20,445
                                         ---------      ---------
                                         $  77,406      $  73,809
                                         ---------      ---------
                                         ---------      ---------
</TABLE>

3.   On June 3, 1998, Tower Automotive Capital Trust (the "Issuer"), a wholly 
     owned statutory business trust of the 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 
     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 net proceeds of the offering were used to repay outstanding 
     indebtedness.

     No separate financial statements of the Issuer have been included 
     herein. The Company does not consider that such financial statements 
     would be material to holders of Preferred Securities because (i) all of 
     the voting securities of the Issuer are owned, directly or indirectly, 
     by the Company, a reporting company under the Exchange Act, (ii) the 
     Issuer has no independent operations and exists for the sole purpose of 
     issuing securities representing undivided beneficial interests in the 
     assets of the Issuer and investing the proceeds thereof in 

                                       -7-
<PAGE>

     6-3/4% Convertible Subordinated Debentures due June 30, 2018 issued by 
     the Company and (iii) the obligations of the Issuer under the Preferred 
     Securities are fully and unconditionally guaranteed by the Company.

4.   On May 19, 1998, the 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.

5.   Basic earnings per share were computed by dividing net income by the 
     weighted average number of common shares outstanding during the 
     respective quarters.  Diluted earnings per share were determined on the 
     assumptions: (i) the Edgewood notes were converted at the beginning of 
     the respective periods, (ii) the Convertible Subordinated Notes were 
     converted upon issuance on July 29, 1997, and (iii) the Preferred 
     Securities were converted upon issuance on June 3, 1998 as follows (in 
     thousands, except per share data):

<TABLE>
<CAPTION>
                                                            Three Months Ended             Six Months Ended     
                                                                 June 30,                      June 30,         
                                                        ------------------------      ------------------------ 
                                                           1998           1997           1998           1997
                                                        ---------      ---------      ---------      ---------
<S>                                                     <C>            <C>            <C>            <C>
     Net income                                         $  23,746      $  10,747      $  42,566      $  17,465
     Interest expense on Edgewood notes,
       net of tax                                              21             35             31             70
     Interest expense on Convertible
       Subordinated Notes, net of tax                       1,627             --          3,254             --
     Dividends on Preferred Securities,
       net of tax                                             640             --            640             --
                                                        ---------      ---------      ---------      ---------
     Net income applicable to common
       stockholders -- diluted                          $  26,034      $  10,782      $  46,491      $  17,535
                                                        ---------      ---------      ---------      ---------
                                                        ---------      ---------      ---------      ---------
     Weighted average number of
       common shares outstanding                           46,204         42,520         46,142         35,598
     Dilutive effect of outstanding
       stock options and warrants after
       application of the treasury stock method               600            548            539            504
     Dilutive effect of Edgewood notes,
       assuming conversion                                    540            816            554            817
     Dilutive effect of Convertible
       Subordinated Notes,
       assuming conversion                                  7,730             --          7,730             --
     Dilutive effect of Preferred Securities,
       assuming conversion                                  2,059             --          1,030             --
                                                        ---------      ---------      ---------      ---------
     Diluted shares outstanding                            57,133         43,884         55,995         36,919
                                                        ---------      ---------      ---------      ---------
                                                        ---------      ---------      ---------      ---------
     Basic earnings per share                           $    0.51       $   0.25      $    0.92      $    0.49
                                                        ---------      ---------      ---------      ---------
                                                        ---------      ---------      ---------      ---------
     Diluted earnings per share                         $    0.46       $   0.25      $    0.83      $    0.47
                                                        ---------      ---------      ---------      ---------
                                                        ---------      ---------      ---------      ---------
</TABLE>

                                       -8-
<PAGE>

     The Company adopted SFAS No. 128, "Earnings per Share," effective 
     December 15, 1997.  As a result, the Company's reported earnings per 
     share ("EPS") for six months ended June 30, 1997 have been restated as 
     follows:

<TABLE>
<S>                                                            <C>
         Primary EPS as reported                               $0.48
         Effect of SFAS No. 128                                 0.01
                                                             -------
         Basic EPS as restated                                 $0.49
                                                             -------
                                                             -------

         Fully diluted EPS as reported                         $0.48
         Effect of SFAS No. 128                                (0.01)
                                                             -------
         Diluted EPS as restated                               $0.47
                                                             -------
                                                             -------

</TABLE>

6.   Long-term debt consisted of the following (in thousands):

<TABLE>
<CAPTION>
                                                      June 30,      December 31,  
                                                        1998            1997  
                                                   ------------    ------------
<S>                                                 <C>             <C>
          Revolving credit facility                 $   320,098     $  465,599
          Industrial development revenue bonds           43,765         43,765
          Edgewood notes                                  1,636          1,824
          Other                                           3,925          3,187
                                                   ------------    ------------
                                                        369,424        514,375
          Less-current maturities                          (722)          (722)
                                                   ------------    ------------
             Total long-term debt                    $  368,702     $  513,653
                                                   ------------    ------------
                                                   ------------    ------------
</TABLE>

     On April 18, 1997, the Company entered into a new revolving credit 
     facility that provides for borrowings of up to $750 million on an 
     unsecured basis.  Under the terms of the credit facility, the equivalent 
     of up to $85 million in borrowings can be denominated in foreign 
     currency. As of June 30, 1998, approximately $80.1 million of the 
     outstanding borrowings are denominated in 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 6.4% at June 30, 1998.  
     The new credit facility requires the Company to meet certain financial 
     covenants, including but not limited to minimum interest coverage, 
     minimum debt/capital and maximum leverage ratio.  The Company was in 
     compliance with all covenants as of June 30, 1998.

     On July 29, 1997, the Company completed the sale of $200 million of 5% 
     Convertible Subordinated Notes (the "Notes") pursuant to a private 
     placement.  The Notes are due on August 1, 2004 and are convertible into 
     the Company's Common Stock at a conversion price of $25.88 per share.  
     The Notes are unsecured and may not be redeemed until August 1, 2000, 
     except in the event of a change in control.  Proceeds from the Notes 
     were used to repay outstanding indebtedness under the revolving credit 
     facility.

                                       -9-
<PAGE>

7.   On April 18, 1997, the Company completed the following transactions:

     (a)  Issued 17,000,000 shares of Common Stock in a public offering at an 
          offering price of $17.50 per share (the "Offering").  Net proceeds 
          to the Company, after underwriting discounts and offering expenses, 
          were approximately $285 million.

     (b)  Repaid outstanding senior notes with a principal balance of $65 
          million plus accrued interest.  In connection with the repayment, 
          the Company paid prepayment penalties and wrote off deferred 
          financing costs which resulted in an extraordinary loss, net of 
          income taxes, of approximately $2.4 million.

     (c)  Acquired and assumed substantially all of the assets and 
          liabilities of Automotive Products Company ("APC"), a division of 
          A.O. Smith Corporation.  The aggregate purchase price consisted of 
          approximately  $700 million in cash and was financed with the 
          proceeds from the Offering and borrowings under the new credit 
          facility.  APC, which has 15 facilities, designs and manufactures 
          frames, frame components, engine cradles, suspension components and 
          modules for the North American automotive and heavy truck 
          industries.  This acquisition has been accounted for using the 
          purchase method of accounting and, accordingly, APC's assets and 
          liabilities have been recorded at fair value as of the acquisition 
          date, with the excess purchase price recorded as goodwill.  
          Additional purchase liabilities recorded included approximately 
          $19.1 million for costs associated with the shutdown and 
          consolidation of certain acquired facilities and $8.9 million for 
          general and payroll related costs primarily for planned employee 
          termination activities.  At June 30, 1998, liabilities of 
          approximately $18.6 million for facility-related costs and $4.4 
          million in excess payroll costs remain on the condensed 
          consolidated balance sheet.

     Following are unaudited pro forma condensed results of operations for 
     the six months ended June 30, 1997 as if the following were completed at 
     the beginning of the period:  (i) the acquisition of APC; (ii) the 
     refinancing of the old credit agreement and the redemption of 
     outstanding senior notes; (iii) the Offering; (iv) the sale of the 
     Notes; and (v) the issuance of the Preferred Securities.  The results of 
     operations of APC for the period prior to its acquisition date, which 
     are included in the unaudited pro forma financial information, reflect 
     pretax charges of $66.7 million relating to losses to be incurred on 
     certain future contracts, valuation reserves related to capitalized 
     tooling and other assets and the recognition of obligations to certain 
     APC customers (in thousands, except per share data):

<TABLE>
<S>                                               <C>
Revenues                                          $  737,363
                                                  ----------
                                                  ----------
Operating income                                  $   11,325
                                                  ----------
                                                  ----------
Net income                                        $   (7,890)
                                                  ----------
                                                  ----------
Shares outstanding -
    Basic                                             45,515
                                                  ----------
                                                  ----------
    Diluted                                           62,991
                                                  ----------
                                                  ----------
Net income per share -
    Basic                                         $    (0.17)
                                                  ----------
                                                  ----------
    Diluted                                       $     0.01
                                                  ----------
                                                  ----------
</TABLE>

                                       -10-
<PAGE>

     The unaudited pro forma financial information does not purport to 
     represent what the Company's results of operations would actually have 
     been if such transactions had occurred on such dates.

8.   Effective October 1997, the Company is party to interest rate swap 
     contracts to hedge against interest rate exposures on certain 
     floating-rate indebtedness.  These contracts, which expire in November 
     2002, have the effect of converting the floating-rate interest related 
     to a notional amount of $300 million of borrowings outstanding under the 
     revolving credit facility into fixed-rate interest of approximately 
     6.75%.  These interest rate swap contracts were entered into in order to 
     balance the Company's fixed-rate and floating-rate debt portfolios.  
     Under these interest rate swaps, the Company agrees with the other party 
     to exchange, at specified intervals, the difference between fixed-rate 
     and floating-rate interest amounts calculated by reference to an agreed 
     notional principal amount.  While the Company is exposed to credit loss 
     on its interest rate swap in the event of nonperformance by the 
     counterparty to such swap, management believes that such nonperformance 
     is unlikely to occur given the financial resources of the counterparty.

9.   On May 9, 1997, the Company acquired Societa Industria Meccanica e 
     Stampaggio S.p.A. ("SIMES").  SIMES designs and manufactures structural 
     metal components in two facilities in Italy, principally for Fiat.  The 
     purchase price consisted of $50.7 million in cash, plus an additional $3 
     million based upon the future operating performance of SIMES.  The 
     results of operations of SIMES are not significant to the operating 
     results of the Company as a whole and have, therefore, been excluded 
     from the pro forma results included in Note 7.

10.  On October 9, 1997, the Company completed an agreement to become a 
     partner in Metalsa S. de R.L. ("Metalsa") with Promotora de Empresas 
     Zano, S.A. de C.V. ("Proeza").  Metalsa is the largest supplier of 
     vehicle frames and structures in Mexico.  Under the terms of the 
     agreement, the Company acquired a 40% equity interest in Metalsa.  In 
     addition, the parties have entered into a technology sharing arrangement 
     that will enable both companies to utilize the latest available product 
     and process technology.  Metalsa is headquartered in Monterrey, Mexico 
     and has manufacturing facilities in Monterrey and San Luis Potosi, 
     Mexico.  Metalsa's customers include Chrysler, General Motors, Ford, 
     Nissan and Mercedes.  In connection with this agreement, the Company 
     paid $120 million to Proeza, with an additional amount of up to $45 
     million payable based upon future net earnings of Metalsa.

11.  On March 11, 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.

12.  Effective July 1, 1998, the Company acquired IMAR, s.r.l. ("IMAR") and 
     OSLAMT S.p.A. ("OSLAMT").  IMAR designs and manufactures structural 
     parts and assemblies from two facilities in Italy, primarily for Fiat.  
     OSLAMT designs and manufactures tools and assemblies for the automotive 
     market from its facility in Turin, Italy.  The purchase price consisted 
     of approximately $32.5 million in cash plus the assumption of 
     approximately $17 million of indebtedness with an additional amount of 
     up to $15 million payable if IMAR

                                       -11-
<PAGE>

     achieves certain operating targets following the acquisition.  The 
     results of operations of IMAR and OSLAMT are not significant to the 
     operating results of the Company as a whole and have, therefore, been 
     excluded from the pro forma results included in Note 7.

13.  Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting 
     Comprehensive Income."  This statement established standards for 
     reporting and display of comprehensive income and its components.  
     Comprehensive income reflects the change in equity of a business 
     enterprise during a period from transactions and other events and 
     circumstances from non-owner sources.  For the Company, comprehensive 
     income represents net income adjusted for foreign currency translation 
     adjustments.  Comprehensive income was approximately $42.6 million and 
     $17.5 million for the six months ended June 30, 1998 and 1997, 
     respectively.

     The Financial Accounting Standards Board ("FASB") has issued SFAS No. 
     131, "Disclosures about Segments of an Enterprise and Related 
     Information," effective for fiscal years beginning after December 15, 
     1997.  SFAS No. 131 requires disclosure of business and geographic 
     segments in the consolidated financial statements of the Company.  The 
     Company will adopt SFAS No. 131 in 1998 and is currently analyzing the 
     impact it will have on the disclosures in its financial statements.

     The FASB has also issued SFAS No. 132, "Employers' Disclosures about 
     Pensions and Other Postretirement Benefits," effective for fiscal years 
     beginning after December 31, 1997.  SFAS No. 132 revises certain of the 
     disclosure requirements, but does not change the measurement or 
     recognition of those plans.  SFAS No. 132 superceded SFAS No. 106, 
     "Employers' Accounting for Postretirement Benefits Other Than Pensions." 
     The adoption of SFAS No. 132 will result in revised and additional 
     disclosures, but will have no effect on the financial position, results 
     of operations, or liquidity of the Company.

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative 
     Instruments and Hedging Activities," effective for the years beginning 
     after June 15, 1999.  SFAS 133 establishes accounting and reporting 
     standards requiring that every derivative instrument, including certain 
     derivative instruments embedded in other contracts, be recorded in the 
     balance sheet as either an asset or liability measured at its fair 
     value. SFAS No. 133 requires that changes in the derivative's fair value 
     be recognized currently in earnings unless specific hedge criteria are 
     met. Special accounting for qualifying hedges allow a derivative's gains 
     or losses to offset related results on the hedged item in the income 
     statement and requires that a company must formally document, designate 
     and assess the effectiveness of transactions that receive hedge 
     accounting.  The Company has not yet quantified the impact of adopting 
     SFAS No. 133 and has not yet determined the timing or method of adoption.

14.  Supplemental cash flow information (in thousands):

<TABLE>
<CAPTION>
                                  Three Months Ended June 30,   Six Months Ended June 30,
                                  ---------------------------    --------------------------
                                      1998           1997           1998            1997
                                  -----------     -----------    -----------     ----------
<S>                                 <C>            <C>           <C>             <C>
         Cash paid for -
           Interest                 $  8,479       $  5,215      $  22,606       $  5,974
           Income taxes                4,450          4,540          5,208          7,080

</TABLE>

                                       -12-
<PAGE>

      ITEM 2:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1998 TO THE THREE MONTHS ENDED
JUNE 30, 1997

REVENUES  --  Revenues for the three months ended June 30, 1998 were $465.9 
million, compared to $327.3 million for the three months ended June 30, 1997. 
The increase is due to the acquisitions of Automotive Products Company 
("APC") in April 1997 and Societa Industria Meccanica e Stampaggio S.p.A. 
("SIMES") in May 1997 and incremental new business, including business 
relating to the Ford Econoline, F-Series and Explorer, Dodge Durango, Dakota 
and Ram Club Cab pick-ups and the Chrysler LH line offset by a decline in 
production of certain models served by the Company.  The General Motors 
strike had the effect of reducing revenues by approximately $13 million 
during the quarter.

COST OF SALES  --  Cost of sales as a percentage of revenues for the three 
months ended June 30, 1998 was 84.8% compared to 85.9% for the three months 
ended June 30, 1997.  The increase in gross margin was due to operating 
efficiencies and productivity initiatives implemented particularly at certain 
of the Company's business units acquired from A.O. Smith Corporation in 1997 
as well as increased production volumes on models served by the Company.  
These increases were partially offset by a higher proportion of components 
purchased from outside suppliers as a result of the APC acquisition, launch 
costs associated with new business and the effects of the General Motors 
strike.

S, G & A EXPENSES  --  Selling, general and administrative expenses increased 
to $20.8 million, or 4.5% of revenues, for the three months ended June 30, 
1998 compared to $15.4 million, or 4.7% of revenues, for the three months 
ended June 30, 1997.  The increased expense was due primarily to incremental 
costs associated with the Company's acquisitions of APC and SIMES as well as 
increased engineering and program development costs related to new business.

AMORTIZATION EXPENSE -- Amortization expense for the three months ended June 
30, 1998 was $3.3 million compared to $2.0 million for the three months ended 
June 30, 1997.  The increase was due to incremental goodwill amortization 
related to the acquisitions of APC and SIMES.

INTEREST EXPENSE  --  Interest expense for the three-month period ended June 
30, 1998 was $12.7 million compared to $6.6 million for the three months 
ended June 30, 1997.  Interest expense was affected by (i) increased 
borrowings incurred to fund the Company's joint venture interests in Metalsa 
S. de R.L. ("Metalsa") in October 1997 and Metalurgica Caterina S.A. 
("Caterina") in March 1998, (ii) the proceeds from the July 1997 sale of $200 
million of 5% Convertible Subordinated Notes (the "Notes") and (iii) the 
proceeds from the June 1998 offering of $258.8 million of its 6-3/4% Trust 
Convertible Preferred Securities ("Preferred Securities").

INCOME TAXES  --  The effective income tax rate was 40% for the three months 
ended June 30, 1998 and 1997.  The effective rates differed from the 
statutory rates primarily as a result of state taxes and non-deductible 
goodwill amortization.

                                      -13-
<PAGE>

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 1998 TO THE SIX MONTHS ENDED JUNE 
30, 1997

REVENUES  --  Revenues for the six months ended June 30, 1998 were $923.0 
million, a substantial increase compared to $452.4 million for the six months 
ended June 30, 1997.  The increase is due to the acquisitions of APC and 
SIMES and new business awarded to the Company, including business relating to 
the Ford Explorer and Econoline, Dodge Durango, Dakota and Ram Club Cab 
pick-ups and the Chrysler LH line offset by a decline in production of 
certain models served by the Company.  The General Motors strike had the 
effect of reducing revenues by approximately $13 million during 1998.

COST OF SALES  --  Cost of sales as a percentage of revenues for the six 
months ended June 30, 1998 was 85.5% compared to 85.6% for the six months 
ended June 30, 1997. The increase in gross margin was due to operating 
efficiencies and productivity initiatives implemented particularly at certain 
of the Company's business units acquired from A.O. Smith Corporation in 1997 
as well as increased production volumes on models served by the Company.  
These increases were partially offset by a higher proportion of components 
purchased from outside suppliers as a result of the APC acquisition, launch 
costs associated with new business and the effects of the General Motors 
strike.

S, G & A EXPENSES  --  Selling, general and administrative expenses increased 
to $42.0 million, or 4.5% of revenues, for the six months ended June 30, 1998 
compared to $21.2 million, or 4.7% of revenues, for the six months ended June 
30, 1997.  The increased expense was due primarily to incremental costs 
associated with the Company's acquisitions of APC and SIMES as well as 
increased engineering and program development costs related to new business.

AMORTIZATION EXPENSE -- Amortization expense for the six months ended June 
30, 1998 was $6.6 million compared to $2.7 million for the six months ended 
June 30, 1997.  The increase was due to incremental goodwill amortization 
related to the acquisitions of APC and SIMES.

INTEREST EXPENSE  --  Interest expense for the six-month period ended June 
30, 1998 was $24.6 million compared to $8.0 million for the six months ended 
June 30, 1997.  Interest expense was affected by (i) increased borrowings 
incurred to fund the acquisitions of APC and SIMES, and the Company's joint 
venture interests in Metalsa and Caterina, (ii) more favorable terms related 
to the Company's borrowings under the credit agreement entered into in April 
1997, (iii) the proceeds from the April 1997 offering of 17,000,000 shares of 
Common Stock at $17.50 per share (the "Offering"), (iv) the proceeds from the 
July 1997 sale of the Notes and (v) the proceeds from the June 1998 offering 
of Preferred Securities.

INCOME TAXES  --  The effective income tax rate was 40% for the six months 
ended June 30, 1998 and 1997.  The effective rates differed from the 
statutory rates primarily as a result of state taxes and non-deductible 
goodwill amortization.

                                      -14-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

In April 1997, the Company entered into a new revolving credit facility that 
provides for borrowings of up to $750 million on an unsecured basis.  Under 
the terms of the credit facility, the equivalent of up to $85 million in 
borrowings can be denominated in foreign currency.  As of June 30, 1998, 
approximately $80.7 million of the $320.1 million outstanding borrowings are 
denominated in 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 6.4% at June 30, 
1998.

In July 1997, the Company completed the sale of the Notes pursuant to a 
private placement.  The Notes are due on August 1, 2004 and are convertible 
into the Company's Common Stock at a conversion price of $25.88 per share.  
The Notes are unsecured and may not be redeemed until August 1, 2000, except 
in the event of a change in control.  Proceeds from the Notes were used to 
repay outstanding indebtedness under the revolving credit facility.

Effective October 1997, the Company is party to interest rate swap contracts 
to hedge against interest rate exposures on certain floating-rate 
indebtedness. These contracts, which expire in November 2002, have the effect 
of converting the floating-rate interest related to a notional amount of $300 
million of borrowings outstanding under the revolving credit facility into 
fixed-rate interest of approximately 6.75%.  These interest rate swap 
contracts were entered into in order to balance the Company's fixed-rate and 
floating-rate debt portfolios.  Under these interest rate swaps, the Company 
agrees with the other party to exchange, at specified intervals, the 
difference between fixed-rate and floating-rate interest amounts calculated 
by reference to an agreed notional principal amount

On May 19, 1998, the 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.

On June 3, 1998, Tower Automotive Capital Trust (the "Issuer"), a wholly 
owned statutory business trust of the 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 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 net proceeds of the offering were used to 
repay outstanding indebtedness.

The Company financed the cash portion of the MSTI acquisition through the 
issuance of two series of senior notes having an aggregate principal amount 
of $65 million.  The senior notes were retired in connection with the 
Offering and the new revolving credit facility described above.  In 
connection with the retirement, the Company paid prepayment penalties and 
wrote off 

                                       -15-
<PAGE>

deferred financing costs which resulted in an extraordinary loss, net of 
income taxes, of approximately $2.4 million.

The debt agreements described above contain various restrictive covenants 
which, among other matters, require the Company to maintain certain financial 
ratios, including but not limited to interest coverage, debt to capital and 
total leverage.  The agreements also limit additional indebtedness, capital 
expenditures and cash dividends.  The Company was in compliance with all debt 
covenants as of June 30, 1998.

On April 18, 1997, the Company acquired APC, a division of A.O. Smith 
Corporation.  The aggregate purchase price was approximately $700 million and 
was financed with the proceeds from the Offering and borrowings under the new 
credit facility.  APC, which has 15 facilities, designs and manufactures 
frames, frame components, engine cradles, suspension components and modules 
for the North American automotive and heavy truck industries.

On May 9, 1997, the Company acquired SIMES, headquartered in Turin, Italy. 
SIMES designs and manufactures structural metal components in two facilities 
in Italy, principally for Fiat.  The purchase price was approximately $50.7 
million and was financed with borrowings under the Company's revolving credit 
facility.  The Company may pay an additional $3 million in the future if 
certain operating targets are met by SIMES.

On October 9, 1997, the Company completed an agreement to become a partner in 
Metalsa with Promotora de Empresas Zano, S.A. de C.V. ("Proeza").  Metalsa is 
the largest supplier of vehicle frames and structures in Mexico.  Under the 
terms of the agreement, the Company acquired a 40 percent equity interest in 
Metalsa.  In addition, the parties have entered into a technology sharing 
arrangement that will enable both companies to utilize the latest available 
product and process technology.  Metalsa is headquartered in Monterrey, 
Mexico and has manufacturing facilities in Monterrey and San Luis Potosi, 
Mexico. Metalsa's customers include Chrysler, General Motors, Ford, Nissan 
and Mercedes.  In connection with this agreement, the Company paid $120 
million to Proeza, with an additional amount of up to $45 million payable 
based upon the net earnings of Metalsa in 1998, 1999 and 2000.  The 
investment in Metalsa was financed with proceeds from borrowings under the 
Company's revolving credit facility.

On March 11, 1998, the Company acquired a 40 percent equity interest in 
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.

Effective July 1, 1998, the Company acquired IMAR, s.r.l. ("IMAR") and OSLAMT 
S.p.A. ("OSLAMT").  IMAR designs and manufactures structural parts and 
assemblies from two facilities in Italy, primarily for Fiat.  OSLAMT designs 
and manufactures tools and assemblies for the automotive market from its 
facility in Turin, Italy.  The purchase price consisted of approximately 
$32.5 million in cash plus the assumption of approximately $17 million of 
indebtedness with an additional amount of up to $15 million payable if IMAR 
achieves certain operating targets following the acquisition.

During the six months ended June 30, 1998, the Company generated $91.5 
million of cash from operations, which was used to partially fund capital 
expenditures.

                                       -16-
<PAGE>

The Company has made substantial investments in manufacturing technology and 
product design capability to support its products.  The Company made capital 
expenditures of approximately $70.7 million for the six months ended June 30, 
1998, primarily for equipment and dedicated tooling purchases related to new 
or replacement programs.

The Company believes the borrowing availability under its credit agreement, 
together with funds generated by operations, should provide liquidity and 
capital resources to pursue its business strategy through 1998, with respect 
to working capital, capital expenditures and other operating needs.  Under 
present conditions, management does not believe access to funds will restrict 
its ability to pursue its acquisition strategy.

For the year ended December 31, 1997, General Motors ("GM") accounted for 
approximately 13% of the Company's revenues.  GM experienced a seven week 
strike at certain of its production facilities due to a labor dispute between 
GM and the UAW.  The Company expects this strike will negatively impact 
revenues by approximately $15 million for the third quarter.

EFFECTS OF INFLATION

Inflation generally affects the Company by increasing the interest expense of 
floating-rate indebtedness and by increasing the cost of labor, equipment and 
raw materials.  Management believes that inflation has not significantly 
effected the Company's business over the past 12 months.  However, because 
selling prices generally cannot be increased until a model changeover, the 
effects of inflation must be offset by productivity improvements and volume 
from new business awards.

YEAR 2000

The Company is in the process of modifying its computer systems to 
accommodate the year 2000 and currently expects to complete this modification 
sufficiently in advance of the year 2000 so as not to adversely affect its 
operations.  The Company does not expect to incur more than $5 million of 
total costs in connection with these year 2000 modifications.  Failure of the 
Company to make required modifications on a timely basis or the inability of 
other companies with which the Company does business to complete their year 
2000 modifications on a timely basis, could adversely effect the Company's 
operations.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board ("FASB") has released SFAS No. 131, 
"Disclosures about Segments of an Enterprise and related Information," 
effective for fiscal years beginning after December 15, 1997. SFAS No. 131 
requires disclosure of business and geographic segments in the consolidated 
financial statements of the Company.  The Company will adopt SFAS No. 131 in 
1998 and is currently analyzing the impact it will have on the disclosures in 
its financial statements.

                                      -17-
<PAGE>

The FASB has also SFAS No. 132, "Employers' Disclosures about Pensions and 
Other Postretirement Benefits," effective for fiscal years beginning after 
December 31, 1997.  SFAS No. 132 revises certain of the disclosure 
requirements, but does not change the measurement or recognition of those 
plans.  SFAS No. 132 superceded SFAS No. 106, "Employers' Accounting for 
Postretirement Benefits Other Than Pensions."  The adoption of SFAS No. 132 
will result in revised and additional disclosures, but will have no effect on 
the financial position, results of operations, or liquidity of the Company.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative 
Instruments and Hedging Activities," effective for the years beginning after 
June 15, 1999.  SFAS 133 establishes accounting and reporting standards 
requiring that every derivative instrument, including certain derivative 
instruments embedded in other contracts, be recorded in the balance sheet as 
either an asset or liability measured at its fair value.  SFAS No. 133 
requires that changes in the derivative's fair value be recognized currently 
in earnings unless specific hedge criteria are met.  Special accounting for 
qualifying hedges allow a derivative's gains or losses to offset related 
results on the hedged item in the income statement and requires that a 
company must formally document, designate and assess the effectiveness of 
transactions that receive hedge accounting.  The Company has not yet 
quantified the impact of adopting SFAS No. 133 and has not yet determined the 
timing or method of adoption.

                                      -18-
<PAGE>

                          PART II.  OTHER INFORMATION

                    TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES


Item 1.   Legal Proceedings:

          None

Item 2.   Change in Securities:

          On May 19, 1998, the 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.  A total of 23,110,076 shares of common stock 
          were issued in connection with the split.

          On June 3, 1998, Tower Automotive Capital Trust, a wholly owned 
          statutory business trust of the Company, completed an offering of 
          5,175,000 shares of its 6-3/4% Trust Convertible Preferred 
          Securities ("Preferred Securities") in a private placement.  
          Donaldson, Lufkin & Jenrette Securities Corporation, Robert W. 
          Baird & Co., Incorporated, Merrill Lynch & Co. and PaineWebber 
          Incorporated served as initial purchasers of the Preferred 
          Securities.  The Preferred Securities are convertible at any time, 
          at the option of the holders, into approximately 8,425,000 shares 
          of common stock of the Company.

Item 3.   Defaults Upon Senior Securities:

          None

Item 4.   Submission of Matters to a Vote of Security Holders:

          The registrant held its Annual Meeting of Stockholders on May 19, 
          1998.  Proxies for the meeting were solicited pursuant to 
          Regulation 14;  there was no solicitation in opposition to 
          management's nominees for directors as listed in the Proxy 
          Statement, and all such nominees (S.A. Johnson, Adrian 
          VanderStarre, Dugald K. Campbell, Kim B. Clark, W.H. Clement, 
          Matthew O. Diggs, Jr., F.J. Loughrey, James R. Lozelle, Eric J. 
          Rosen, Scott D. Rued and Enrique Zambrano) were elected.  Of the 
          39,636,002 shares voted, at least 39,565,624 shares granted 
          authority to vote for these directors and no more than 70,376 
          abstaining votes were cast.

          The retention of Arthur Andersen LLP as independent public 
          accountants of the Company was approved by the stockholders.  A 
          total of 39,568,360 affirmative votes, 57,044 negative votes and 
          10,598 abstaining votes were cast.

Item 5.   Other Information:

          None

                                       -19-
<PAGE>

Item 6.   Exhibits and Reports on Form 8-K:

          (a)    Exhibits:

                 4.1  Certificate of Trust of Tower Automotive Capital Trust.
                 4.2  Amended and Restated Declaration of Trust of Tower
                      Automotive Capital Trust, dated as of June 9, 1998.
                 4.3  Junior Convertible Subordinated Indenture for the 6-3/4%
                      Convertible Subordinated Debentures, between Tower
                      Automotive, Inc. and the First National Bank of Chicago,
                      as Subordinated Debt Trustee, dated as of June 9, 1998.
                 4.4  Form of 6-3/4% Preferred Securities (included as 
                      Exhibit D to the Amended and Restated Declaration of Trust
                      filed herewith as Exhibit 4.2).
                 4.5  Form of 6-3/4% Junior Convertible Subordinated 
                      Debentures (included in Article 2 of the Junior 
                      Convertible Subordinated Indenture filed herewith as 
                      Exhibit 4.3).
                 4.6  Guarantee Agreement, dated as of June 9, 1998, between
                      Tower Automotive, Inc., as Guarantor, and The First
                      National Bank of Chicago, as Guarantee Trustee.
                 4.7  Registration Rights Agreement, dated June 9, 1998, among
                      Tower Automotive Capital Trust and Donaldson, Lufkin &
                      Jenrette Securities Corporation, Robert W. Baird & Co.
                      Incorporated, Merrill Lynch & Co. and PaineWebber
                      Incorporated, as Initial Purchasers.
                 27.1 Financial Data Schedule.

          (b)    During the quarter for which this report is filed, the Company
                 filed no Form 8-K Current reports with the Securities and
                 Exchange Commission.

                                       -20-
<PAGE>


                                       
                                   SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                                     TOWER AUTOMOTIVE, INC.


Date:  August 14, 1998               By /s/ Anthony A. Barone
                                       ---------------------------------------
                                        Anthony A. Barone
                                        Vice President, Chief Financial Officer
                                        (principal accounting and financial
                                        officer)

                                       -21-