<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 March 31, 1997

                                      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 April 30, 1997 was 22,846,077 shares.

<PAGE>

ITEM 1 - FINANCIAL INFORMATION

                   TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

         (AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS - UNAUDITED)

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                       1997              1996
                                                    ----------        ----------

Revenues                                            $  125,117        $   68,921

Cost of sales                                          106,105            58,406
                                                    ----------        ----------

   Gross profit                                         19,012            10,515

Selling, general and administrative expenses             5,812             3,514

Amortization expense                                       660               375
                                                    ----------        ----------

   Operating income                                     12,540             6,626

Interest expense, net                                    1,348             1,308
                                                    ----------        ----------

   Income before provision for income taxes             11,192             5,318

Provision for income taxes                               4,474             2,130
                                                    ----------        ----------

   Net income                                       $    6,718        $    3,188
                                                    ----------        ----------
                                                    ----------        ----------

   Net income applicable to common
   stockholders                                     $    6,753        $    3,232
                                                    ----------        ----------
                                                    ----------        ----------

   Net income per common and common
   equivalent share                                  $    0.45        $     0.28
                                                    ----------        ----------
                                                    ----------        ----------

   Weighted average common and common
   equivalent shares outstanding                        14,977            11,733
                                                    ----------        ----------
                                                    ----------        ----------

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

                                     - 2 -

<PAGE>


                   TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

                    CONDENSED CONSOLIDATED BALANCE SHEETS

                            (AMOUNTS IN THOUSANDS)

                                                      March 31,   December 31,
Assets                                                  1997          1996
--------------------------------------------        -----------   ------------
                                                    (unaudited)
Current assets:
   Cash and cash equivalents                        $    33,307   $     39,596 
   Accounts receivable                                   74,840         61,073 
   Inventories                                           26,508         21,864 
   Other current assets                                  17,101         14,433 
                                                    -----------   ------------
   Total current assets                                 151,756        136,966 

Property, plant and equipment, net                      163,180        156,248 

Restricted cash                                          10,847         10,833 

Goodwill and other assets, net                           95,439         94,560 
                                                    -----------   ------------

                                                    $   421,222   $    398,607 
                                                    -----------   ------------
                                                    -----------   ------------

Liabilities and Stockholders' Investment
--------------------------------------------

Current liabilities:
   Current maturities of long-term debt             $       722   $        722 
   Accounts payable                                      46,856         32,280 
   Accrued liabilities                                   24,412         22,429 
                                                    -----------   ------------

   Total current liabilities                             71,990         55,431 

Long-term debt, net of current maturities               113,426        113,460 
Deferred income taxes                                    12,302         12,302 
Other noncurrent liabilities                             33,702         35,537 
                                                    -----------   ------------

Stockholders' investment:
   Preferred stock                                           --             --
   Common stock                                             143            143 
   Warrants to acquire common stock                       2,000          2,000 
   Additional paid-in capital                           137,859        136,759 
   Retained earnings                                     49,960         43,150 
   Subscriptions receivable                                (160)          (175)
                                                    -----------   ------------

   Total stockholders' investment                       189,802        181,877 
                                                    -----------   ------------

                                                    $   421,222   $    398,607 
                                                    -----------   ------------
                                                    -----------   ------------

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

                                     - 3 -

<PAGE>

                   TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES

               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                      (AMOUNTS IN THOUSANDS - UNAUDITED)

                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                      1997              1996
                                                   ----------        ----------
OPERATING ACTIVITIES:
   Net income                                      $    6,718        $    3,188 
   Adjustments to reconcile net income to
     net cash provided by operating activities -
       Depreciation and amortization                    4,250             2,582 
       Changes in other operating items                (7,894)            1,064 
                                                   ----------        ----------

     Net cash provided by operating activities          3,074             6,834 
                                                   ----------        ----------

INVESTING ACTIVITIES:
   Acquisitions, net of cash acquired                       -           (24,511)
   Capital expenditures, net                          (10,522)           (2,339)
   Change in restricted cash                              (14)             (208)
                                                   ----------        ----------

     Net cash used in investing activities            (10,536)          (27,058)
                                                   ----------        ----------

FINANCING ACTIVITIES:
   Proceeds from borrowings                                -             63,304
   Repayment of debt                                     (19)           (43,194)
   Proceeds from issuance of stock                     1,073                 86 
   Other, net                                            119                128 
                                                   ----------        ----------

     Net cash provided by financing activities          1,173            20,324 
                                                   ----------        ----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                (6,289)              100 

CASH AND CASH EQUIVALENTS:
   Beginning of period                                 39,596               957 
                                                   ----------        ----------

   End of period                                   $   33,307        $    1,057 
                                                   ----------        ----------
                                                   ----------        ----------

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

                                     - 4 -

<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 1996 Annual
     Report to Stockholders.

     Revenues and operating results for the three months ended March 31,
     1997 are not necessarily indicative of the results to be expected for the
     full year.

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

                                           March 31, 1997   Dec. 31, 1996
                                           --------------   -------------
          Raw materials                    $       11,343   $       9,517 
          Work in process                           8,299           5,949 
          Finished goods                            6,866           6,398 
                                           --------------   -------------
                                           $       26,508   $      21,864 
                                           --------------   -------------
                                           --------------   -------------

3.   On May 31, 1996, the Company acquired all of the outstanding common
     stock of MascoTech Stamping Technologies, Inc. (MSTI), a wholly owned
     subsidiary of MascoTech, Inc. (MascoTech).  Consideration consisted of $55
     million in cash, 785,000 shares of the Company's Common Stock and warrants
     to acquire 200,000 shares of the Company's Common Stock at an exercise
     price of $18 per share.  The Company may also make additional payments of
     up to $30 million to MascoTech if certain operating targets are achieved by
     the MSTI facilities in the first three years following the acquisition. 
     The amounts to be paid to MascoTech are equal to two times the amount by
     which operating profit, as defined, of the MSTI facilities exceeds $24
     million each year.  Based on results of operations of the MSTI facilities
     through March 31, 1997, no contingent payments are due.  Contingent
     consideration in future periods, if any, will be recorded as additional
     goodwill.  MSTI manufactures metal chassis and suspension components and
     assemblies for the North American automotive industry from facilities in
     Ohio, Indiana and Michigan.

                                     - 5 -

<PAGE>

     The acquisition of MSTI has been accounted for using the purchase
     method of accounting and, accordingly, the assets acquired and liabilities
     assumed have been recorded at fair value as of the acquisition date.  The
     assets and liabilities of MSTI have been recorded based upon preliminary
     estimates of fair value as of the date of acquisition.  The Company does
     not believe the final allocation of the purchase price will be materially
     different than the preliminary allocation.  The purchase price in excess of
     the fair value of the net assets acquired is included in goodwill in the
     accompanying condensed consolidated balance sheets.  Results of operations
     from MSTI have been included in the accompanying condensed consolidated
     financial statements from the date of acquisition. Unaudited pro forma
     results of consolidated operations for the three months ended March 31,
     1996 as if the acquisition of MSTI was completed at the beginning of 1996
     is included in Note 5.

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

                                                     March 31,    December 31,
                                                       1997           1996
                                                    ----------    -----------
          Revolving credit facility                 $      -      $       -   
          Senior notes                                  65,000         65,000 
          Industrial development revenue
             bonds                                      46,643         46,643 
          Convertible subordinated notes                 2,474          2,508 
          Other                                             31             31 
                                                    ----------    -----------
                                                       114,148        114,182 
          Less-current maturities                         (722)          (722)
                                                    ----------    -----------
             Total long-term debt                   $  113,426    $   113,460 
                                                    ----------    -----------
                                                    ----------    -----------

     In September 1996, the Company and its lenders amended the Credit
     Agreement to consist of a $75 million unsecured revolving credit facility
     which matures in January 2001 and bears interest at a prime-based rate or
     LIBOR plus a variable margin.  The amended Credit Agreement also provides
     for the issuance of up to $10 million in letters of credit.

     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, with interest rates of 7.65% and 7.82% and final
     maturities of 2006 and 2008.  The Senior Notes were retired in connection
     with the transactions described in Note 5.

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

     (a)  Issued 8,500,000 shares of Common Stock in a public offering
          at an offering price of $35 per share (the "Offering").  Net proceeds
          to the Company, after underwriting discounts and offering expenses,
          were approximately $285 million.

                                     - 6 -

<PAGE>

     (b)  Repaid, in full, the outstanding Senior Notes plus accrued interest. 
          In connection with the repayment, the Company paid prepayment
          penalties and wrote off deferred financing costs which will result in
          an extraordinary loss, net of income taxes of approximately $2.0
          million.  The Company will recognize this charge during the second
          quarter of 1997.

     (c)  Entered into a new revolving credit facility that provides for
          borrowings of up to $750 million on an unsecured basis.  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
          .30.  The new credit facility will require the Company to meet certain
          financial tests, including but not limited to minimum interest
          coverage, minimum debt/capital and maximum leverage ratio.

     (d)  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, including management's estimate of certain
          adjustments associated with the net assets of APC at closing, as
          defined, and was financed with the proceeds from the Offering and
          borrowings under the new credit facility described above.  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 will
          be accounted for as a purchase and, accordingly, APC's assets and
          liabilities will be recorded at fair value as of the acquisition date,
          with the excess purchase price recorded as goodwill.  The assets and
          liabilities of APC have been recorded based upon preliminary estimates
          of fair value as of the date of acquisition.  The Company does not
          believe the final allocation of the purchase price will be materially
          different than the preliminary allocation.

     Following are unaudited pro forma condensed results of operations for
     the three months ended March 31, 1997 as if the acquisition of APC and the
     Offering were completed at the beginning of the period and for the three
     months ended March 31, 1996 as if the following were completed at the
     beginning of the period:  (i) the acquisition of APC, (ii) the Offering,
     (iii) the acquisition of MSTI, and (iv) the June 1996 public offering of
     2,232,900 shares of Common Stock (in thousands, except per share data):

                                     - 7 -

<PAGE>

                                              Three Months Ended March 31,
                                              ----------------------------
                                                 1997             1996
                                              ----------       ----------
          Revenues                            $  362,415       $  338,821 
                                              ----------       ----------
                                              ----------       ----------

          Operating income                    $   32,748       $   29,996 
                                              ----------       ----------
                                              ----------       ----------

          Net income applicable to
            common stockholders               $   15,113       $   13,546 
                                              ----------       ----------
                                              ----------       ----------

          Weighted average common and
            common equivalent shares
            outstanding                           23,477           23,251 
                                              ----------       ----------
                                              ----------       ----------

          Net income per common and
            common equivalent share           $     0.64       $     0.58 
                                              ----------       ----------
                                              ----------       ----------

     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.

6.   On May 9, 1997, the Company acquired all of the outstanding common
     stock of Societa Industria Meccanica e Stampaggio S.p.A. ("SIMES"). 
     SIMES, headquartered in Turin, Italy, has annual revenues of
     approximately $70 million.  SIMES designs and manufactures structural
     metal components in two facilities in Italy, principally for Fiat. 
     The purchase price, which consists of approximately $50 million in
     cash, was financed with borrowings under the Company's revolving
     credit facility.  The Company may pay an additional $3 million in the
     future based upon the operating performance of SIMES.

7.   During March 1997, the Financial Accounting Standards Board released
     Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
     "Earnings per Share," which requires the disclosure of basic earnings
     per share and diluted earnings per share.  The Company expects to
     adopt SFAS 128 effective December 31, 1997.  The Company has not yet
     determined the effect on earnings per share of adopting SFAS 128.

8.   Supplemental cash flow information (in thousands):


                                   Three Months Ended March 31,
                                   ----------------------------
                                      1997              1996
                                   ----------        ----------
          Cash paid for -
            Interest               $      759        $    1,136 
            Income taxes                2,540               240 

                                     - 8 -

<PAGE>

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

RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1997 TO THE THREE MONTHS ENDED
MARCH 31, 1996

REVENUES  --  Revenues for the three months ended March 31, 1997 increased by
$56.2 million, or 81.5%, to $125.1 million compared to $68.9 million for the
three months ended March 31, 1996.  Approximately $42.4 million of the increase
revenues over 1996 is attributable to the acquisition of MascoTech Stamping
Technologies, Inc. ("MSTI") in May 1996.  The remaining increase is due to new
business awarded to the Company, including business relating to the Ford Escort,
Econoline and Expedition, Dodge Ram Club Cab pick-up and Toyota Camry.

COST OF SALES  --  Cost of sales as a percentage of revenues for the three 
months ended March 31, 1997 was 84.8% compared to 84.7% for the three months 
ended March 31, 1996.  The decrease in gross margin was due to a higher 
proportion of components purchased from outside suppliers as a result of the 
MSTI acquisition and launch costs associated with new business.  These 
decreases were partially offset by operating efficiencies and enhanced 
productivity.

S, G & A EXPENSES  --  Selling, general and administrative expenses increased 
to $5.8 million, or 4.6% of revenues, for the three months ended March 31, 
1997 compared to $3.5 million, or 5.1% of revenues, for the three months 
ended March 31, 1996.  The percentage decrease related to revenues reflects 
the economies of scale of higher gross sales.  The increased expense was due 
primarily to incremental costs associated with the Company's acquisitions of 
MSTI in 1996.

AMORTIZATION EXPENSE -- Amortization expense for the three months ended March 
31, 1997 was $660,000 compared to $375,000 for the three months ended March 
31, 1996.  The increase was due to incremental goodwill amortization related 
to the acquisition of MSTI.

INTEREST EXPENSE  --  Interest expense for each of the three month periods 
ended March 31, 1997 and 1996 was $1.3 million.  Interest expense was 
affected by increased borrowings incurred to fund the acquisition of MSTI and 
by the application of the proceeds from the June 1996 offering of 2,232,900 
shares of common stock at $24.50 per share.

INCOME TAXES  --  The effective income tax rate was 40.0% for the three 
months ended March 31, 1997 and 40.1% for the three months ended March 31, 
1996.  The effective rates differed from the statutory rates primarily as a 
result of state taxes and non-deductible goodwill amortization.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1997, the Company had no indebtedness outstanding under the
revolving credit facility portion of its Credit Agreement.  The Credit
Agreement, as amended, consists of a revolving credit facility with a committed
amount of $75.0 million (subject to eligible accounts receivable and inventory,
as defined in the Credit Agreement, which exceeded $75.0 million at March 31,
1997).  In April 1997, the Credit Agreement was terminated and replaced with a
new credit facility which is further discussed below.

                                     - 9 -

<PAGE>

As of March 31, 1997, the Company also had approximately $2.9 million in
outstanding indebtedness relating to industrial development revenue bonds issued
in connection with the construction of its Auburn, Indiana plant.  The bonds are
collateralized by a letter of credit, certain equipment and a mortgage on the
Company's Auburn, Indiana plant.  The bonds are payable in annual installments
of $720,000 through September 2000 and bear interest at a floating rate which is
adjusted weekly as determined by the bond remarketing agent (3.5% at March 31,
1997 and 4.4% at December 31, 1996).

The Company also has $43.8 million of indebtedness outstanding pursuant to
industrial development revenue bonds (IRB's) issued with the City of Bardstown,
Kentucky.  Proceeds from the IRB's were used to finance construction of a
240,000 square foot manufacturing facility and the related purchase of
equipment.  The bonds, which are due July 1, 2024 and March 1, 2025, are
collateralized by a letter of credit.  As of March 31, 1997, approximately $34.2
million of the proceeds had been expended or committed for the first phase of
the facility and related equipment.  The unexpended proceeds from the bonds,
approximately $10.8 million at March 31, 1997, are invested in treasury
securities and will be used to finance the second phase of the facility.  The
bonds bear interest at a floating rate which is adjusted weekly as determined by
the bond remarketing agent (5.6% at March 31, 1997 and 5.8% at December 31,
1996).

On May 31, 1996, the Company purchased all of the outstanding common stock of
MSTI from MascoTech, Inc. (MascoTech) for an aggregate purchase price of
approximately $79 million, including payment of related fees and expenses. 
Pursuant to the terms of the acquisition, the Company is required to make
additional earn-out payments to MascoTech if certain operating targets are
achieved by the MSTI facilities in the first three years following the
acquisition.  If all such operating targets are met, the total payments will not
exceed $30 million.

The Company financed the cash portion of the purchase price of MSTI through the
issuance of two series of Senior Notes having an aggregate principal amount of
$65.0 million, interest rates ranging from 7.65% to 7.82% and final maturities
of 2006 to 2008.  The Senior Notes were retired in connection with the
transaction described in Note 5.

In June 1996, the Company completed an offering of 2,232,900 shares of Common
Stock at an offering price of $24.50 per share (Offering).  Approximately $32
million of the net proceeds from the Offering were used by the Company to retire
borrowings under its Credit Agreement.  The remaining proceeds are included in
cash and cash equivalents in the March 31, 1997 condensed consolidated balance
sheet and will be used for other general corporate purposes, which may include
prepayment of other indebtedness, acquisitions or capital expenditures.

During the three months ended March 31, 1997, the Company generated $3.1 million
of cash from operations, which was used to partially fund capital expenditures.

The Company has made substantial investments in manufacturing technology and
product design capability to support its products.  The Company made capital
expenditures of approximately $10.5 million for the three months ended March 31,
1997, primarily for equipment and dedicated tooling purchases related to new or
replacement programs.

                                    - 10 -

<PAGE>

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

     (a)  Issued 8,500,000 shares of Common Stock in a public offering at an
          offering price of $35 per share (the "Offering").  Net proceeds to the
          Company, after underwriting discounts and offering expenses, were
          approximately $285 million.
          
     (b)  Repaid, in full, the outstanding Senior Notes plus accrued interest. 
          In connection with the repayment, the Company paid prepayment
          penalties and wrote off deferred financing costs which will result in
          an extraordinary loss, net of income taxes of approximately $2.0
          million.  The Company will recognize this charge during the second
          quarter of 1997.
          
     (c)  Entered into a new revolving credit facility that provides for
          borrowings of up to $750 million on an unsecured basis.  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
          .30.  The new credit facility will require the Company to meet certain
          financial tests, including but not limited to minimum interest
          coverage, minimum debt/capital and maximum leverage ratio.
          
     (d)  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, including management's estimate of certain
          adjustments associated with the net assets of APC at closing, as
          defined, and was financed with the proceeds from the Offering and
          borrowings under the new credit facility described above.  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 will
          be accounted for as a purchase and, accordingly, APC's assets and
          liabilities will be recorded at fair value as of the acquisition date,
          with the excess purchase price recorded as goodwill.  The assets and
          liabilities of APC have been recorded based upon preliminary estimates
          of fair value as of the date of acquisition.  The Company does not
          believe the final allocation of the purchase price will be materially
          different than the preliminary allocation.

On May 9, 1997, the Company acquired all of the outstanding common stock of 
Societa Industria Meccanica e Stampaggio S.p.A. ("SIMES").  SIMES, 
headquartered in Turin, Italy, has annual revenues of approximately $70 
million.  SIMES designs and manufactures structural metal components in two 
facilities in Italy, principally for Fiat.  The purchase price, which 
consists of approximately $50 million in cash, will be financed with 
borrowings under the Company's revolving credit facility.

The Company believes the borrowing availability under the new credit 
agreement, together with funds generated by operations, should provide the 
Company with the liquidity and capital resources to pursue its business 
strategy through 1997, 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.

                                    - 11 -

<PAGE>

NEW ACCOUNTING PRONOUNCEMENT

During March 1997, the Financial Accounting Standards Board released Statement
of Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings per Share,"
which requires the disclosure of basic earnings per share and diluted earnings
per share.  The Company expects to adopt SFAS 128 effective December 31, 1997. 
The Company has not yet determined the effect on earnings per share of adopting
SFAS 128.

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 increase until a model changeover, the
effects of inflation must be offset by productivity improvements and volume from
new business awards.












                                    - 12 -

<PAGE>

                         PART II.  OTHER INFORMATION

                   TOWER AUTOMOTIVE, INC. AND SUBSIDIARIES


Item 1. Legal Proceedings:

        None

Item 2. Change in Securities:

        None

Item 3. Defaults Upon Senior Securities:

        None

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

        None

Item 5. Other Information:

        None

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

        (a)  Exhibits:                                              Sequential
                                                                    Page Number
                                                                    -----------

             11  Statement of Computation of Earnings Per Share For      15
                 the Three Months Ended March 31, 1997 and 1996.

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

                                    - 13 -

<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:  May 9, 1997                    By /s/ Anthony A. Barone 
                                         ------------------------------------
                                         Anthony A. Barone
                                         Vice President, Chief Financial Officer
                                         (principal accounting and financial
                                         officer)


                                    - 14 -