EXHIBIT 4(h) Agreement to furnish instruments defining rights of holders of long-term debt

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                        EXHIBIT 4(h)


Agreement to furnish instruments defining rights of holders
                     of long-term debt


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                                 August 27, 1998





Securities and Exchange Commission
Judiciary Plaza
000 Xxxxx Xxxxxx, X.X.
Washington, D.C.  20549

     Re:  Worthington Industries, Inc. - Form 10-K for the
          fiscal year ended May 31, 1998

Gentlemen:

        Worthington Industries, Inc., a Delaware corporation, is today executing
and filing a Form 10-K, Annual Report for the fiscal year ended May 31, 1998.

        Pursuant to the instructions relating to the Exhibits in Item 601 of
Regulation S-K, Worthington Industries, Inc. hereby agrees to furnish to the
Commission, upon request, copies of instruments and agreements defining the
rights of holders of its long-term debt and of the long-term debt of its
consolidated subsidiaries. Such long-term debt does not exceed 10% of the total
assets of Worthington Industries, Inc. and its subsidiaries on a consolidated
basis.

                                Very truly yours,


                                 WORTHINGTON INDUSTRIES, INC.

                                 /s/ Xxxxx X. Xxxxxxxx

                                 Xxxxx X. Xxxxxxxx
                                 President
Enclosures