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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

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     PricewaterhouseCoopers LLP (“PwC”) has been the independent auditors of the financial statements of the Worthington Industries, Inc. Deferred Profit Sharing Plan (the “Plan”) since April 21, 2003. By letter dated June 2, 2004, PwC resigned as independent auditors for the Plan and the client relationship between PwC and the Plan has ceased.

     KPMG LLP has been engaged as the independent auditors of the Plan’s financial statements commencing with the audit of the financial statements for the plan year ended December 31, 2003. The Administrative Committee which administers the Plan approved the appointment of KPMG LLP for the Plan effective as of June 7, 2004.

     The report of independent auditors issued by PwC on the financial statements of the Plan as of and for the plan year ended December 31, 2002, the only plan year for which PwC issued a report in respect of the Plan’s financial statements, did not contain any adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. Further, during the period from April 21, 2003 through June 2, 2004, the period during which PwC served as independent auditors for the Plan, there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure in respect of the Plan, which, if not resolved to PwC’s satisfaction, would have caused PwC to make reference to the subject matter of the disagreement in connection with any report of PwC on the Plan’s financial statements.

     None of the reportable events described in Item 304(a)(1)(v) of Regulation S-K occurred in respect of the Plan during the period from April 21, 2003 through June 2, 2004, the period during which PwC served as independent auditors for the Plan.

     During the Plan’s two most recent plan years ended December 31, 2003 and during the subsequent interim period through June 7, 2004, neither the Administrative Committee which administers the Plan nor anyone else on the Plan’s behalf consulted with KPMG LLP with respect to the application of accounting principles to a specified transaction, either completed

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or proposed, in respect of the Plan or regarding any of the other matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K as they may relate to the Plan.

[Remainder of page intentionally left blank;
signature on following page.]

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SIGNATURE

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INDEX TO EXHIBITS

Current Report on Form 8-K/A

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