SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          -----------------------------
                                   SCHEDULE TO
                  TENDER OFFER STATEMENT UNDER SECTION 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                             TOWER AUTOMOTIVE, INC.
                   (Name of Subject Company and Person Filing)

                        OPTIONS TO PURCHASE COMMON STOCK,
      PAR VALUE $.01 PER SHARE, HAVING AN EXERCISE PRICE OF $17.125 OR MORE
                         (Title of Class of Securities)

                                    891707101
                      (CUSIP Number of Class of Securities)

                                Anthony A. Barone
                             Chief Financial Officer
                              5211 Cascade Road, SE
                          Grand Rapids, Michigan 49546
                                 (616) 802-1600
            (Name, Address and Telephone Number of Person Authorized
               to Receive Notices and communications on Behalf of
                         the Person(s) Filing Statement)

                                 With a copy to:
                              Michael G. Wooldridge
                     Varnum, Riddering, Schmidt & HowlettLLP
                              333 Bridge Street, NW
                          Grand Rapids, Michigan 49504
                                 (616) 336-6000

                            CALCULATION OF FILING FEE
 -------------------------------------------------------------------------------
      Transaction Valuation*                       Amount of Filing Fee
          $6,001,956.7                                  $1,200.39

*Calculated  solely for  purposes of  determining  the filing  fee.  This amount
assumes that options to purchase 1,688,000 shares of common stock of the company
having an aggregate value of $6,001,956.7, will be exchanged in response to this
offer.  The  aggregate  value  of  the  options  was  calculated  based  on  the
Black-Scholes  Option Pricing Model. The amount of the filing fee, calculated in
accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended,
equals 1/50 of 1 percent of the value of the transaction.

[ ] Check box if any part of the fee is offset as  provided  by Rule  0-11(a)(2)
and  identify  the filing with which the  offsetting  fee was  previously  paid.
Identify the previous filing by registration  statement  number,  or the Form or
Schedule and the date of its filing.

Amount previously paid:    Not applicable.     Filing party:     Not applicable.
Form of registration No.:  Not applicable.     Date filed:       Not applicable

[ ]Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

[ ] third party tender offer subject to Rule 14d-1.
[ ] going-private transaction subject to Rule 13e-3.
[X] issuer tender offer subject to Rule 13e-4.
[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer. [ ]


ITEM 1. SUMMARY TERM SHEET

     The  information set forth in "Summary Term Sheet" in the Offer to Purchase
(as defined below) is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION

     (a)  The  name  of  the  issuer  is  Tower  Automotive,  Inc.,  a  Delaware
corporation (the "Company"),  and the address of its principal  executive office
is 5211 Cascade Road, SE, Grand Rapids,  Michigan  49546.  The  information  set
forth  under  "Certain  Information  About  Us" in  Section  10 of the  Offer to
Purchase is incorporated herein by reference.

     (b) This Tender Offer Statement on Schedule TO (this "Schedule") relates to
an  offer  by  the  Company  to  purchase  from  certain  of its  employees  all
outstanding  options to purchase shares of its common stock,  par value $.01 per
share, having an exercise price of $17.125 or more (the "Options") for shares of
restricted  stock,  as  defined  in the  Offer to  Purchase,  upon the terms and
subject to the  conditions  set forth in the Offer to  Purchase,  dated July 25,
2001 (the "Offer to  Purchase"),  and the  related  Letter of  Transmittal  (the
"Letter of  Transmittal,"  which together with the cover letter and the Offer to
Purchase  constitute  the  "Offer"),  copies  of which  are  attached  hereto as
Exhibits (a)(1), (a)(2) and (a)(3),  respectively.  The information set forth in
"Summary  Term Sheet,"  "Introduction,"  "Number of Options;  Expiration  Date,"
"Acceptance  of  Tendered  Options  and  Payment"  and  "Source  and  Amount  of
Consideration;  Terms of  Restricted  Stock  Award" in the Offer to  Purchase is
incorporated herein by reference.

     (c) The  information  set forth in "Price Range of the Common Stock" in the
Offer to Purchase is incorporated herein by reference.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON

     (a) The information set forth under Item 2(a) above is incorporated  herein
by reference.

ITEM 4. TERMS OF THE TRANSACTION

     (a) The  information  set forth in "Summary  Term  Sheet,"  "Introduction,"
"Number of  Options;  Expiration  Date,"  "Procedures  for  Tendering  Options,"
"Withdrawal Rights,"  "Acceptance of Tendered Options and Payment,"  "Conditions
of the Offer," "Source and Amount of  Consideration;  Terms of Restricted  Stock
Award," "Status of Options Acquired by Us in the Offer," "Certain Federal Income
Tax Consequences," "Certain Legal Matters;  Regulatory Approvals," "Extension of
Offer; Termination; Amendment" and "Accounting Consequences of the Offer" in the
Offer to Purchase is incorporated herein by reference.

     (b) The  information  set forth in  "Interests  of Directors  and Officers;
Transactions and  Arrangements  Concerning the Options" in the Offer to Purchase
is incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND ARRANGEMENTS

     (a) The  information  set forth in  "Interests  of Directors  and Officers;
Transactions and  Arrangements  Concerning the Options" in the Offer to Purchase
is incorporated herein by reference.


ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

     (a) The  information  set forth in  "Purpose  of the Offer" in the Offer to
Purchase is incorporated herein by reference.

     (b) The  information  set forth in  "Acceptance  of  Tendered  Options  and
Payment " and  "Status of Options  Acquired  by Us in the Offer" in the Offer to
Purchase is incorporated herein by reference.

     (c) The  information  set forth in  "Purpose  of the Offer" in the Offer to
Purchase is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     (a) The information set forth in "Source and Amount of Consideration; Terms
of  Restricted  Stock Award" and "Fees and Expenses" in the Offer to Purchase is
incorporated herein by reference.

     (b) The  information set forth in "Conditions of the Offer" in the Offer to
Purchase is incorporated herein by reference.

     (d) Not applicable.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY

     (a) Not applicable.

     (b) The  information  set forth in  "Interests  of Directors  and Officers;
Transactions and  Arrangements  Concerning the Options" in the Offer to Purchase
is incorporated herein by reference.

ITEM 9. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

     (a) Not applicable.

ITEM 10. FINANCIAL STATEMENTS

     (a) The  information  set  forth  in  "Certain  Information  About  Us" and
"Additional  Information" in the Offer to Purchase,  and the Company's financial
statements  and notes  included  in its Annual  Report on Form 10-K for the year
ended December 31, 2000, and Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, is incorporated herein by reference.

ITEM 11. ADDITIONAL INFORMATION

     (a) The  information  set  forth  in  "Certain  Legal  Matters;  Regulatory
Approvals"   and  "Interests  of  Directors  and  Officers;   Transactions   and
Arrangements  Concerning  the Options" in the Offer to Purchase is  incorporated
herein by reference.

     (b) Not applicable.


ITEM 12. EXHIBITS

     (a)  (1) Offer to Purchase, dated July 25, 2001.

          (2)  Form of Letter of Transmittal.

          (3)  Form of Letter and Memorandum to Holders.

          (4)  Tower  Automotive,  Inc.  Annual Report on Form 10-K for the year
               ended December 31, 2000, incorporated herein by reference.

          (5)  Tower  Automotive,  Inc.  Quarterly  Report  on Form 10-Q for the
               quarter ended March 31, 2001, incorporated herein by reference.

     (d) (1.1) Tower  Automotive,  Inc.  1994 Key  Colleague  Stock Option Plan,
incorporated  by  reference  to  Exhibit  10.18  to  Tower   Automotive   Inc.'s
Registration Statement on Form S-1 (33-80320).

     (1.2)Form  of  Tower   Automotive,   Inc.'s   Long-Term   Incentive   Plan,
incorporated  by  reference  to  Exhibit  No.  4  to  Tower  Automotive,  Inc.'s
Registration Statement on Form S-8 (333-59664).

     (2.1)Form of Restricted  Share Grant Agreement for Awards pursuant to Tower
Automotive, Inc.'s Long-Term Incentive Plan.

     (b), (g) and (h) Not applicable.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3

     (a) Not applicable.

                                    SIGNATURE


     After due inquiry  and to the best of my  knowledge  and belief,  I certify
that the  information  set  forth in this  Schedule  TO is  true,  complete  and
correct.

                                     TOWER AUTOMOTIVE, INC.



                                     By: /s/ Anthony A.Barone
                                     Anthony A. Barone
                                     Chief Financial Officer

Dated: July 25, 2001


                                INDEX TO EXHIBITS


EXHIBIT
NUMBER         DESCRIPTION

   A1     -    Offer to Purchase, dated July 25, 2001.

   A2     -    Form of Letter of Transmittal.

   A3     -    Form of Letter and Memorandum to Holders.

   A4     -    Tower  Automotive,  Inc.  Annual Report on Form 10-K for the year
               ended December 31, 2000, incorporated herein by reference.

   A5     -    Tower  Automotive,  Inc.  Quarterly  Report  on Form 10-Q for the
               quarter ended March 31, 2001, incorporated herein by reference.

   D1.1   -    Tower  Automotive,  Inc.  1994 Key  Colleague  Stock Option Plan,
               incorporated  by reference to Exhibit 10.18 to Tower  Automotive,
               Inc.'s Registration Statement on Form S-1 (33-80320).

   D1.2   -    Tower Automotive,  Inc. Long-Term Incentive Plan, incorporated by
               reference   to  Exhibit  No.  4  to  Tower   Automotive,   Inc.'s
               Registration Statement on Form S-8 (333-59664).

   D2.1   -    Form of Restricted  Share Grant  Agreement for Awards Pursuant to
               the Tower Automotive, Inc. Long-Term Incentive Plan.


                             TOWER AUTOMOTIVE, INC.

     OFFER TO PURCHASE OUTSTANDING OPTIONS WITH AN EXERCISE PRICE OF $17.125
               OR MORE IN EXCHANGE FOR SHARES OF ITS COMMON STOCK
                                 ---------------

          THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN
             TIME, ON AUGUST 30, 2001, UNLESS THE OFFER IS EXTENDED.
                                ----------------

     Tower Automotive, Inc., a Delaware  corporation,  hereby offers to purchase
all outstanding  options to purchase shares of our common stock,  $.01 par value
per share,  that were  issued to certain  of our  colleagues  under the 1994 Key
Colleague  Stock Option Plan or the Long-Term  Incentive  Plan (the "plans") and
that have an exercise  price of $17.125 per share or more (the  "options").  The
purchase price of each option tendered will be paid in common stock,  which will
be issued as "restricted stock" under the terms of the Long-Term  Incentive Plan
(the "LTI plan").

     As restricted  stock,  these shares will be subject to forfeiture and other
restrictions  until they vest under the terms of each  award  agreement  between
each  tendering  optionholder  and us. The number of shares of restricted  stock
that each  optionholder will receive has been calculated in the manner described
below. Also,  included in your personalized  transmitted letter is a table which
sets forth your options and the respective  number of shares of restricted stock
that would be issued for each option grant.  The shares of restricted stock will
be issued  under  the  terms and  subject  to the  conditions  in this  offer to
purchase  and in the  related  letter of  transmittal.  We refer to this  amount
payable to  optionholders  as the  "purchase  price." See Section 6. We refer to
this offer to purchase and the related  cover letter and letter of  transmittal,
together with any amendments or supplements, as the "offer."

     All options properly tendered and not thereafter  validly withdrawn will be
purchased  at the  applicable  purchase  price,  subject  to the  terms  and the
conditions  of the offer.  You may tender  all or any  portion of your  options;
however,  if you tender only a portion of your options,  all options of the same
grant (i.e.,  having the same grant date and  exercise  price) must be tendered.
You are not required to tender any of your options.

     The restricted stock issued in exchange for tendered options will be issued
under the LTI plan.  Regardless of the current vesting schedule of your options,
the  restricted  stock you receive for  tendered  options will vest on the third
anniversary of the date of grant of the restricted stock,  assuming you meet the
requirements for vesting specified in the restricted share grant agreement. As a
result, you may receive restricted stock with a new vesting schedule in exchange
for options that have already vested. See Section 9.

     NEITHER THE  COMPANY,  THE  ENTERPRISE  LEADERSHIP  TEAM,  NOR THE BOARD OF
DIRECTORS  MAKES ANY  RECOMMENDATION  AS TO WHETHER YOU SHOULD TENDER OR REFRAIN
FROM  TENDERING  YOUR  OPTIONS  FOR  PURCHASE.  YOU MUST MAKE YOUR OWN  DECISION
WHETHER TO TENDER OPTIONS.  WE HAVE BEEN ADVISED THAT MOST OF THE MEMBERS OF OUR
ENTERPRISE  LEADERSHIP  TEAM, THAT HAVE OPTIONS  ELIGIBLE FOR TENDER,  INTEND TO
TENDER OPTIONS PURSUANT TO THIS OFFER. NON-EMPLOYEE DIRECTORS AND NON-COLLEAGUES
(INCLUDING FORMER COLLEAGUES) ARE NOT ELIGIBLE TO PARTICIPATE IN THE OFFER.


     Shares of our  common  stock are  listed  and  traded on The New York Stock
Exchange  under the symbol "TWR." As of July 24, 2001,  the closing price of our
common  stock,  as  reported on the NYSE,  was $13.75 per share.  We urge you to
obtain current market quotations for our common stock. See Section 8.

     You should direct  questions or requests for  assistance or for  additional
copies of this  offer to  purchase  or the letter of  transmittal  to Richard S.
Burgess, Tower Automotive,  Inc., 5211 Cascade Road, SE, Grand Rapids,  Michigan
(telephone: (616) 802-1605).



July 25, 2001


                              IMPORTANT INFORMATION

     Any optionholder  desiring to tender his or her options for purchase should
complete  and sign  the  letter  of  transmittal,  or a  facsimile  thereof,  in
accordance  with the  instructions  in the  letter of  transmittal,  and mail or
otherwise  deliver it and any other  required  documents,  including  the option
agreement(s)  that evidence the options to be surrendered,  to us at our address
set forth on the transmittal letter.

     This offer is not being made to, nor will any tender of options be accepted
from or on behalf of,  optionholders  in any jurisdiction in which the making of
this offer or the acceptance of any tender of options would not be in compliance
with the laws of such  jurisdiction.  However,  we may, at our discretion,  take
such action as we may deem necessary for us to make this offer to  optionholders
in such jurisdiction.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO
WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS PURSUANT TO THE
OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION  CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE  REFERRED  YOU.  WE HAVE  NOT  AUTHORIZED  ANYONE  TO GIVE YOU ANY
INFORMATION  OR TO MAKE ANY  REPRESENTATION  IN CONNECTION  WITH THE OFFER OTHER
THAN THOSE CONTAINED  HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL.  IF ANYONE
MAKES ANY  RECOMMENDATION OR GIVES ANY INFORMATION OR  REPRESENTATION,  YOU MUST
NOT RELY UPON THAT  RECOMMENDATION,  INFORMATION OR AUTHORIZATION AS HAVING BEEN
AUTHORIZED BY US.


                                TABLE OF CONTENTS

Summary Term Sheet.............................................................1

Forward-Looking Statements.....................................................6

Introduction...................................................................6

The Offer......................................................................8

     1.  Number of Options; Expiration Date....................................8
     2.  Purpose of the Offer..................................................8
     3.  Procedures for Tendering Options......................................9
     4.  Withdrawal Rights....................................................10
     5.  Acceptance of Tendered Options and Payment...........................11
     6.  Value of Options and Restricted Stock................................12
     7.  Conditions of the Offer..............................................12
     8.  Price Range of the Common Stock......................................12
     9.  Source and Amount of Consideration; Terms of the Restricted Stock....13
     10. Certain Information About Us.........................................15
     11. Interests of Directors and Officers; Transactions and Arrangements
         Concerning the Options...............................................15
     12. Status of Options Acquired by us in the Offer........................16
     13. Certain Legal Matters; Regulatory Approvals..........................16
     14. Certain Federal Income Tax Consequences..............................16
     15. Extension of Offer; Termination; Amendment...........................18
     16. Accounting Consequences of the Offer ................................18
     17. Fees and Expenses....................................................18
     18. Additional Information...............................................19
     19. Miscellaneous........................................................19

                                       i


                               SUMMARY TERM SHEET

     The  following  questions  and answers are  intended to  highlight  the key
features of the offer.  To  understand  the offer fully and for a more  complete
description  of the terms of the offer,  you should read  carefully  this entire
offer to purchase,  your customized offer letter, and the letter of transmittal.
We  have  included  page  references  parenthetically  to  direct  you to a more
complete description of the topics in this summary.

1. WHY ARE WE MAKING THE OFFER?

     In the time since  certain  stock  options  were  issued,  there has been a
significant  decline in the overall stock market, and the value of our stock has
been negatively impacted by a variety of market, industry and business dynamics.
Therefore, we believe that many of our outstanding options are not achieving the
purpose  for which they were  intended.  The  options  that we are  offering  to
purchase have exercise prices of $17.125 and greater, while the closing price of
our common  stock on July 24,  2001,  as  reported  on the NYSE,  was $13.75 per
share.  Accordingly,  due in large part to market conditions that are beyond the
control of our colleagues,  many of our outstanding options have exercise prices
that are  significantly  higher than the  prevailing  market price of our common
stock. We believe that making this offer to exchange these  outstanding  options
for  restricted  stock (1) increases our  colleagues'  proprietary  stake in the
enterprise,  (2) creates a stronger incentive to promote our growth and success,
and (3)  encourages our key  colleagues to continue  their  employment  with us.
(Page 8).

     In addition,  the total number of shares already  approved by  shareholders
for allocation to the LTI Plan is nearing depletion. This means that we would
need  to  obtain  additional   shareholder   approval  to  make  future  grants.
Shareholders  could  potentially  react negatively to the request for additional
shares,  since  additional  shares  would add to the  "overhang"  (the amount of
shares allocated to colleague  incentives as a percentage of total common shares
outstanding).  The  exchange  offer will bring shares back into the LTI Plan for
future awards.

     Each  of  these   objectives   is  intended  to   ultimately   benefit  our
shareholders.

2. WILL THIS OFFER BE MADE AGAIN IN THE FUTURE?

     The intent is for this to be a one-time event.

3. WHAT SECURITIES ARE WE OFFERING TO PURCHASE?

     We are offering to purchase all  outstanding  stock  options  issued to our
colleagues having an exercise price of $17.125 per share or more pursuant to the
1994 Key  Colleague  Stock  Option Plan or the  Long-Term  Incentive  Plan,  the
"plans." (Page 8)

4. WHO IS ENTITLED TO PARTICPATE IN THE OFFER?

     Only  current  colleagues  of the Company  who hold  options at an exercise
price of $17.125 or more may  exchange  their  options for shares of  restricted
stock  under  the  terms of this  offer.  Former  colleagues  and  non-colleague
directors are not eligible to participate.

                                       1


5. HOW MUCH WILL WE PAY YOU FOR YOUR OPTIONS?

     We will pay for the options with shares of our common stock.  All shares of
our common  stock  issued to  optionholders  in this  offer will be  "restricted
stock." Accordingly, these shares will be subject to forfeiture and restrictions
on transfer until the restrictions lapse (at which time the shares "vest") under
the terms of a new restricted share grant  agreement.  If you tender all of your
options,  you will receive the total number of shares of restricted stock listed
in the table included in your transmittal letter. If you tender less than all of
your options, you will receive a portion of the total number of shares, equal to
the value of the portion of your options that you tender. (Page 11)

     The  restricted  stock value was  arrived at by using the  average  closing
price over the twenty-two day trading period ended July 18, 2001.

     The amount of restricted stock you will receive was determined based on 90%
of the value of your  options.  We retained  Towers  Perrin  Inc.,  an executive
compensation  consultant,  to help us calculate the value of the options.  (Page
11).  Towers-Perrin  valued the options using the "Black  Scholes Option Pricing
Model"  which  is  widely  used  in  U.S.  Securities  and  Exchange  Commission
reporting, company proxy statements and compensation programs.

6. DO YOU HAVE TO TENDER ALL OF YOUR OPTIONS?

     No,  you may  tender any  portion  of your  options or none at all.  If you
tender less than all of your options (a "partial tender"),  you must indicate in
the letter of transmittal those options that are included in your tender. If you
tender less than all of your options,  all options of the same grant (i.e., that
have the same grant date and exercise price) must be tendered.

7. WHEN WILL YOU RECEIVE PAYMENT FOR YOUR PURCHASED OPTIONS?

     Assuming the  conditions to the offer are  satisfied,  we will exchange the
shares of  restricted  stock for the tendered  options  promptly  following  the
expiration  date of the offer.  After the expiration  date of the offer, we will
forward a restricted share grant agreement to you. You must sign this restricted
share grant  agreement and return it to us. Upon our receipt of your  agreement,
we will credit the restricted stock to you in a bookkeeping account. (Page 11)

8. WHEN DO YOU VEST IN THE RESTRICTED STOCK?

     As long as you are employed by the Company or one of its subsidiaries,  the
restricted  stock you receive will vest,  in full,  three years from the date of
grant.  Unless the Company elects to extend the offer, the date of grant of your
restricted  stock  would be  September  4,  2001.  Accordingly,  your  shares of
restricted stock would vest on September 4, 2004. Also, in the event of a change
of control of the Company,  as defined in the restricted  share grant agreement,
all of your  shares  of  restricted  stock  would  vest.  Even  if your  options
currently are vested,  the restricted  stock you receive will be subject to this
three year vesting requirement. (Page 13)

9. UNDER WHAT CIRCUMSTANCES WILL YOU FORFEIT THE RESTRICTED STOCK YOU RECEIVE IN
THIS TENDER OFFER?

     In general, you will forfeit the restricted stock received in this offer if
you cease to be employed by us or a  subsidiary  before the date the  restricted
stock  vests.  You will  not  forfeit  your  restricted  stock,  and all of your
restricted stock will vest, if you leave our employment  because of "retirement"
or "disability" (both as defined in the LTI plan), or upon your death. (Page 13)

                                       2


10. WHAT ARE THE OTHER RESTRICTIONS ON THE RESTRICTED STOCK?

     The  restrictions on the stock you will receive in this offer are contained
in the restricted share grant  agreement.  Restricted stock generally may not be
sold, transferred,  assigned, pledged, or otherwise encumbered or disposed until
the stock vests. (Page 13)

     You will not receive a stock  certificate  for the  restricted  stock until
after the restricted stock has vested.  Until then, the restricted stock will be
credited to you in a bookkeeping account.  Once the restricted stock has vested,
the stock will no longer be subject to forfeiture and will be free of the terms,
conditions and  restrictions  contained in the restricted share grant agreement.
You will then receive a certificate  for the  corresponding  number of shares of
common stock. (Page 13)

11. ARE YOU ENTITLED TO EXERCISE ANY RIGHTS OF  OWNERSHIP  OF  RESTRICTED  STOCK
WHILE THE STOCK IS SUBJECT TO A RESTRICTION OR SIMILAR CONDITION?

     Yes,  you will have  dividend,  voting and other  stockholder  rights  with
respect to any restricted stock you receive in the offer as of the date we issue
the restricted  stock to your account.  In addition,  we will deliver to you, by
mail or otherwise, all notices of meetings, proxy statements,  proxies and other
materials distributed to our stockholders. (Page 13)

12. WHAT IS THE SOURCE OF THE COMMON STOCK THAT WILL BE USED TO PAY YOU FOR YOUR
OPTIONS?

     The restricted  stock to be offered to  optionholders  will be issued under
the LTI  plan  and  will be  drawn  from  the  pool of  common  stock  currently
authorized  for  issuance  under that plan.  All options  purchased by us in the
tender  offer  will  be  cancelled,  thereby  permitting  the  issuance  of  the
restricted  stock and  providing  additional  stock for future awards under that
plan. (Page 13)

13. WHEN DOES THE OFFER EXPIRE? CAN THE COMPANY EXTEND THE OFFER, AND IF SO, HOW
WILL YOU BE NOTIFIED?

     The offer expires on Thursday, August 30, 2001, at 5:00 p.m., eastern time,
unless it is  extended  by us. We may extend the offer at any time but we cannot
assure you that the offer will be extended or, if extended,  for how long. (Page
8).  If the  offer  is  extended,  we will  make a  public  announcement  of the
extension no later than 9:00 a.m.,  eastern time, on Monday,  September 4, 2001.
(Page 18) Otherwise,  you will not receive any notification of the expiration of
this offer.

14. HOW DO YOU TENDER YOUR OPTIONS?

     If you decide to tender  your  options,  you must  deliver to us a properly
completed and signed letter of transmittal,  the option agreement(s)  evidencing
your options and any other documents  required by the letter of transmittal,  at
the address set forth on the letter of  transmittal,  before 5:00 p.m. on August
30, 2001. (Page 9)

                                       3


15. DURING WHAT PERIOD OF TIME CAN YOU WITHDRAW PREVIOUSLY TENDERED OPTIONS?

     You may withdraw your tendered options at any time before 5:00 p.m. eastern
time on August 30,  2001.  If the offer is extended  beyond  that time,  you may
withdraw your tendered options at any time until the expiration of the offer. To
withdraw  tendered  options you must deliver a written notice of withdrawal,  or
facsimile thereof,  with the required information to us while you still have the
right to withdraw the tendered options. Once withdrawn, you may retender options
only by again following the delivery  procedures  described  above. In addition,
you will also have the right to withdraw your tendered  options after  September
24, 2001, unless those options have been accepted by us by that time. (Page 10)

16. IS OUR BOARD OF DIRECTORS AND ENTERPRISE  LEADERSHIP TEAM  RECOMMENDING THIS
OFFER?

     Neither the Enterprise Leadership Team nor our Board of Directors makes any
recommendation  as to whether you should tender or refrain from  tendering  your
options. You must make your own decision whether to tender options.

     We have been advised that most of the members of our leadership  team, that
have  options  eligible  for tender,  intend to tender  options  pursuant to the
offer, although each member of the Enterprise Leadership Team will have the same
opportunity  to either  tender  options  or retain  options  following  the same
process and time as all other eligible  option holders.  Non-employee  directors
and non-colleagues (including former colleagues) are not eligible to participate
in the offer. (Page 15)

17. WILL YOU HAVE TO PAY TAXES IF WE PURCHASE YOUR OPTIONS IN THE OFFER?

     There are no immediate tax  consequences of receiving  restricted  stock in
exchange for your  options,  unless you make an election  under Section 83(b) of
the  Internal  Revenue  Code  (whereby  you pay taxes  upon  being  granted  the
restricted shares). Upon vesting in the restricted stock and lapse of the terms,
conditions  and  restrictions  that apply to the restricted  stock,  you will be
required to  recognize  additional  income in an amount equal to the fair market
value of the restricted  stock,  determined on the date the shares are no longer
restricted.  The Company will generally be allowed a business expense  deduction
for the amount of any taxable  income  recognized by you at the time such income
is recognized. (Page 16)

     Certain  consequences  to holders of "incentive  stock  options" who do not
tender these options in the offer are discussed in the offer to purchase.  (Page
17).  You  should  consult  with  your  own tax  adviser  to  determine  the tax
consequences of participating in the offer.

18. WHAT IF I AM A COLLEAGUE BASED OUTSIDE OF THE UNITED STATES OR A NATIONAL OF
ANOTHER COUNTRY BASED IN THE UNITED STATES?

     Colleagues  based outside of the United States and colleagues  based in the
United States who are nationals of another  country are eligible to  participate
in this offer.  IF YOU ARE A COLLEAGUE  AND YOU EITHER ARE BASED  OUTSIDE OF THE
UNITED STATES,  OR ARE A NATIONAL OF ANOTHER COUNTRY AND ARE BASED IN THE UNITED
STATES,  YOU SHOULD  CONSULT  WITH YOUR OWN TAX  ADVISOR TO  DETERMINE  THE TAX,
SOCIAL CONTRIBUTION AND EXCHANGE CONTROL  CONSEQUENCES OF THIS TRANSACTION UNDER
THE  LAWS OF THE  COUNTRY  IN WHICH  YOU  LIVE  AND  WORK OR OF WHICH  YOU ARE A
NATIONAL. FOR EXAMPLE,  UNDER THE LAWS OF CERTAIN COUNTRIES,  YOUR ACCEPTANCE OF
THIS

                                       4


OFFER TO EXCHANGE MAY RESULT IN YOUR IMMEDIATE RECOGNITION OF TAXABLE INCOME.

19. IS THE BLACK-SCHOLES VALUE USED IN CALCULATING THE PRESENT VALUE OF ELIGIBLE
OPTIONS THE SAME AS THE  BLACK-SCHOLES  VALUE USED IN  CALCULATING  THE VALUE OF
OPTIONS IN OUR ANNUAL REPORT?

     No. The Black-Scholes  value appearing in our Annual Report is based on the
full  option  term of ten years and an  exercise  price equal to the fair market
value of our common stock at the date of grant. The Black-Scholes  value used in
calculating  the  present  value of  eligible  options in this offer to exchange
takes into account the current fair market value of our common  stock,  which is
significantly  below the  exercise  price of  eligible  options,  as well as the
remaining option term.  Therefore,  the Black-Scholes  value used in calculating
the present value of eligible options is less than the Black-Scholes  value used
in our annual report.

20. WHO SHOULD YOU CONTACT IF YOU HAVE QUESTIONS ABOUT THE OFFER?

     For additional information or assistance, you may contact:

     Richard Burgess                or            Roberta Bixhorn
     Tower Automotive, Inc.                       Tower Automotive, Inc.
     5211 Cascade Road, SE                        5211 Cascade Road, S.E.
     Grand Rapids, Michigan 49546                 Grand Rapids, Michigan 49546
     Telephone: (616) 802-1605                    Telephone: (616) 802-1596

                                       5


                           FORWARD-LOOKING STATEMENTS

     All statements,  other than statements of historical fact, included in this
offer to purchase are, or may be deemed to be, forward-looking statements within
the  meaning  of  Section  27A of the  Securities  Act  and  Section  21E of the
Securities  Exchange  Act of  1934,  as  amended.  When  used in this  offer  to
purchase, the words "anticipate," believe," "estimate," "expect," "intends," and
similar  expressions,  as they relate to the  Company,  are intended to identify
forward-looking  statements.  Such  forward-looking  statements are based on the
beliefs  of the  Company's  management  as  well as on  assumptions  made by and
information  currently available to the Company at the time such statements were
made.  Various  economic and  competitive  factors could cause actual results to
differ  materially  from those  discussed  in such  forward-looking  statements,
including  factors  which are outside the control of the Company,  such as risks
relating  to:  (i) the  degree  to which  the  Company  is  leverages;  (ii) the
Company's reliance on major customers and selected models; (iii) the cyclicality
and  seasonality  of the  automotive  market;  (iv) the  failure to realize  the
benefits of recent  acquisitions and joint ventures;  (v) obtaining new business
on new and  redesigned  models;  (vi)  the  Company's  ability  to  continue  to
implement its acquisition  strategy;  and (vii) the highly competitive nature of
the automotive supply industry.  All subsequent written and oral forward-looking
statements  attributable  to the  Company  or  persons  acting  on behalf of the
Company are expressly qualified in their entirety by such cautionary statements.

                                  INTRODUCTION

     Tower Automotive,  Inc., a Delaware corporation,  hereby offers to purchase
outstanding  options to purchase shares of our common stock,  $.01 par value per
share,  that were issued to key  colleagues  under the 1994 Key Colleague  Stock
Option  Plan or the  Long-Term  Incentive  Plan (the  "plans")  and that have an
exercise price of $17.125 per share or more (the "options").  The purchase price
of each option  tendered will be paid in common  stock,  which will be issued as
"restricted  stock" under the terms of the  Long-Term  Incentive  Plan (the "LTI
plan").  As restricted  stock,  these shares will be subject to  forfeiture  and
other  restrictions  until they vest under the terms of a new  restricted  share
grant agreement  between each tendering  optionholder and us. See Section 9. Our
offer is made upon the terms and subject to the  conditions set forth herein and
in the related letter of  transmittal.  We refer to this offer to purchase,  the
related cover letter and  customized  letter of  transmittal,  together with any
amendments or supplements, as the "offer."

     We are offering to purchase all of the outstanding options with an exercise
price of  $17.125  per share or more.  All  options  properly  tendered  and not
validly withdrawn will be purchased at the purchase price,  subject to the terms
and the conditions of the offer. You may tender all, any portion of your options
that have the same grant date and exercise  price, or none at all.  However,  if
you elect to make a partial  tender,  all options having the same grant date and
exercise  price  as the  options  surrendered,  must  be  tendered  to us.  Your
customized  transmittal  letter  sets forth the  number of shares of  restricted
stock you will receive for each option you choose to tender. To tender less than
all of your options,  you must indicate the options  ("option  shares") that you
wish to tender.  If you tender all of your  options,  you will receive the total
number of shares of restricted  stock set forth in the table in your transmittal
letter. If you tender less than all of your options,  you will receive a portion
of the total number of shares of restricted stock set forth in the table in your
transmittal  letter,  equal to the  value of the  number of  option  shares  you
tender. See Section 6.

     The restricted stock issued in exchange for tendered options will be issued
under the LTI plan.  Regardless of the current vesting schedule of your options,
the  restricted  stock you receive for  tendered  options will vest on the third
anniversary of the "grant date," assuming you meet the  requirements for vesting
specified in the restricted share grant agreement.  Unless the offer is extended
by us, the grant date

                                       6


will be September 4, 2001. As a result,  you may receive restricted stock with a
new vesting  schedule in exchange  for options  that have  already  vested.  See
Section 9.

NEITHER THE COMPANY, THE ENTERPRISE  LEADERSHIP TEAM, NOR THE BOARD OF DIRECTORS
MAKES ANY  RECOMMENDATION  AS TO  WHETHER  YOU  SHOULD  TENDER OR  REFRAIN  FROM
TENDERING YOUR OPTIONS FOR PURCHASE.  YOU MUST MAKE YOUR OWN DECISION WHETHER TO
TENDER OPTIONS.  WE HAVE BEEN ADVISED THAT MOST OF THE MEMBERS OF OUR ENTERPRISE
LEADERSHIP  TEAM INTEND TO TENDER OPTIONS  PURSUANT TO THIS OFFER.  NON-EMPLOYEE
DIRECTORS AND  NON-COLLEAGUES  (INCLUDING FORMER COLLEAGUES) ARE NOT ELIGIBLE TO
PARTICIPATE IN THE OFFER.

     As of the date of this  offer,  we had  issued and  outstanding  options to
purchase  3,511,120  shares of common  stock  issued  under the plans,  of which
options to purchase  1,688,000  shares of common stock issued to our  colleagues
have an  exercise  price of $17.125 or more.  The  options  we are  offering  to
purchase   represent   approximately   48%  of  the  stock  options  issued  and
outstanding, under those plans, as of the date of this offer.

     Our  common  stock is listed and  principally  traded on The New York Stock
Exchange  under the symbol "TWR." On July 24, 2001, the last reported sale price
of our common stock was $13.75 per share. YOU ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS FOR OUR COMMON STOCK.

     All options accepted in response to this offer will be cancelled.

                                       7


                                    THE OFFER

1. NUMBER OF OPTIONS; EXPIRATION DATE.

     Upon the terms and subject to the conditions of the offer, we will purchase
from our current  colleagues who hold eligible options,  all options to purchase
shares of our common stock,  vested or unvested,  that have an exercise price of
$17.125  per  share  or more and that are  properly  tendered  (and not  validly
withdrawn in accordance with Section 4) prior to the Expiration Date (as defined
below).  Subject to  certain  limitations,  we will  accept  partial  tenders of
options. See Section 5. The term "Expiration Date" means 5:00 p.m., eastern time
on August  30,  2001,  unless and until we, in our sole  discretion,  extend the
period of time during which the offer will remain open,  in which event the term
"Expiration  Date" will refer to the latest time and date at which the offer, as
extended,  expires.  See  Section 15 for a  description  of our right to extend,
delay, terminate or amend the offer.

     If your options are properly  tendered and accepted for purchase,  you will
be entitled to receive an amount  payable in shares of common stock.  All shares
of our common stock paid to  optionholders  under this offer will be  restricted
stock. Those shares will be subject to vesting, as set forth in a new restricted
share  grant  agreement  between you and us. See Section 9. If you tender all of
your options,  you will receive the total number of shares of  restricted  stock
set forth in the table in your  personalized  transmittal  letter. If you tender
less than all of your options, you will receive a portion of those shares, equal
to the value of the option  shares you  tender.  If we decide to take any of the
following  actions,  we will  publish a notice or  otherwise  inform  you of the
action:

   - Increase or decrease what we will give you in exchange for your options, or
   - Increase or decrease the number or type of options eligible to be exchanged
in the offer.

     If the offer is scheduled to expire  within ten (10) business days from the
date we notify you of such an  increase  or  decrease,  we will also  extend the
offer for a period of at least ten (10)  business days after the date the notice
is published or otherwise provided to you.

     For  purposes  of the offer,  a  "business  day" means any day other than a
Saturday,  Sunday or federal  holiday and consists of the time period from 12:01
a.m. through 12:00 midnight, eastern time.

2. PURPOSE OF THE OFFER.

     We believe  that many of our  outstanding  options  are not  achieving  the
purpose  for which they were  intended.  The  options  that we are  offering  to
purchase have exercise prices ranging from $17.125 to $25.75 per share while the
closing price of our common stock on July 24, 2001, as reported on the NYSE, was
$13.75 per share.  Accordingly,  many of our  outstanding  options have exercise
prices that are  significantly  higher than the  prevailing  market price of our
common stock.  We believe that making this offer to exchange  these  outstanding
options for restricted stock, (1) increases our colleagues' proprietary stake in
the  enterprise,  (2)  creates a stronger  incentive  to promote  our growth and
success, and (3) encourages our key colleagues to continue their employment with
us. Each of these objectives is intended to inure to the ultimate benefit of our
stockholders.

     We consistently evaluate strategic  opportunities that may arise, including
acquisitions,  joint ventures,  the restructuring of our operations,  as well as
the sale of  certain of our  assets.  Subject  to the  foregoing,  and except as
otherwise  disclosed  in this offer or in our filings  with the  Securities  and
Exchange Commission, we presently have no plans or commitments that relate to or
would result in:

                                       8


     (a) the  acquisition by any person of any of our securities from us or in a
tender offer, or the disposition of any of our securities;

     (b)  an   extraordinary   corporate   transaction,   such   as  a   merger,
reorganization or liquidation, involving us or any of our subsidiaries;

     (c) a sale or  transfer  of a material  amount of our or our  subsidiaries'
assets;

     (d) any significant  change in our present Board of Directors or Enterprise
Leadership team;

     (e) any material change in our indebtedness or capitalization;

     (f)  except  for the  possible  transfer  or  relocation  of certain of our
Milwaukee  press  operations,  the  results of which are not  expected to have a
material impact on our financial  condition or results of operations,  any other
material change in our corporate structure or business;

     (g) any change in our Amended and Restated  Certificate of Incorporation or
Amended and Restated Bylaws,  or any actions which may impede the acquisition of
control of us by any person;

     (h) a class of equity securities being delisted from a national  securities
exchange;

     (i) a class of our equity  securities  becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934
("Securities Exchange Act"); or

     (j) the  suspension of our  obligation to file reports  pursuant to Section
15(d) of the Securities Exchange Act.

     Neither  the  Company,  the  Enterprise  Leadership  Team nor the  Board of
Directors makes any recommendation as to whether you should tender your options,
nor have we authorized any person to make any such recommendation. You are urged
to evaluate  carefully  all  information  in this offer and to consult  your own
investment and tax advisers.  You must make your own decision  whether to tender
your options.

3. PROCEDURES FOR TENDERING OPTIONS.

     Proper  Tender of Options.  To validly  tender your  options in response to
this offer,  you must, in accordance  with the letter of  transmittal,  properly
complete,  sign and  deliver  to us the  letter  of  transmittal,  or  facsimile
thereof, and any other required documentation, including the option agreement(s)
evidencing your options,  to our address listed on the transmittal  letter prior
to the Expiration Date.

THE METHOD OF  DELIVERY  OF ALL  DOCUMENTS,  INCLUDING  LETTERS OF  TRANSMITTAL,
OPTION  AGREEMENT(s),  AND ANY OTHER REQUIRED DOCUMENTS,  IS AT THE ELECTION AND
RISK OF THE TENDERING  OPTIONHOLDER.  IF DELIVERY IS BY MAIL, WE RECOMMEND  THAT
YOU USE REGISTERED  MAIL WITH RETURN RECEIPT  REQUESTED AND PROPERLY INSURE YOUR
PACKAGE.  IN ALL  CASES,  YOU  SHOULD  ALLOW  SUFFICIENT  TIME TO ENSURE  TIMELY
DELIVERY.

     If you wish to make a partial tender of your options,  you must indicate in
the letter of  transmittal  the  options  listed in the table  included  in your
transmittal  letter ("option shares") that will be included in your tender.  All
options  that  have  the same  exercise  price  and  grant  date as the  options
surrendered must,

                                       9


however, be tendered to us. In other words, you may not tender only a portion of
your option shares that are subject to the same grant.

     Determination  of  Validity;  Rejection of Options;  Waiver of Defects;  No
Obligation to Give Notice of Defects.  All questions as to form of documents and
the validity,  form,  eligibility  (including time of receipt) and acceptance of
any tender of options  will be  determined  by us, in our sole  discretion.  Our
determination  will be final and binding.  We reserve the right to reject any or
all tenders of options  that we  determine  are not in  appropriate  form or the
acceptance for payment of or payment for which may be unlawful.  We also reserve
the  right  to  waive  any of the  conditions  of the  offer  or any  defect  or
irregularity  in any  tender  with  respect  to any  particular  options  or any
particular  optionholder.  No  tender  of  options  will be  deemed to have been
properly  made  until all  defects  or  irregularities  have  been  cured by the
tendering  optionholder or waived by us. Neither we nor any other person will be
obligated to give notice of any defects or irregularities  in tenders,  nor will
anyone incur any liability for failure to give any such notice.

     Our Acceptance Constitutes an Agreement. Your tender of options in response
to the procedures  described  above will constitute your acceptance of the terms
and  conditions  of the offer.  OUR  ACCEPTANCE  FOR  PURCHASE  OF YOUR  OPTIONS
TENDERED  BY YOU  PURSUANT  TO THE OFFER  WILL  CONSTITUTE  A BINDING  AGREEMENT
BETWEEN YOU AND US UPON THE TERMS AND SUBJECT TO THE CONDITIONS OF THE OFFER.

     Lost,  Stolen,  Destroyed or Mutilated  Option  Agreements  Evidencing  the
Tendered  Options.  If your  option  agreement(s)  evidencing  the options to be
tendered has been lost,  stolen,  destroyed or mutilated,  you must complete the
box captioned "Lost, Stolen, Destroyed or Mutilated Agreements" on the letter of
transmittal,  indicating  the  number of options  subject  to the lost,  stolen,
destroyed or  mutilated  option  agreement(s).  You must then contact us for the
steps  that must be taken to  replace  the option  agreement(s)  evidencing  the
options to be tendered.  To avoid delay, you should contact  immediately Richard
S. Burgess, at (616) 802-1605.

4. WITHDRAWAL RIGHTS.

     You may  only  withdraw  your  tendered  options  in  accordance  with  the
provisions of this Section 4. You may withdraw your tendered options at any time
before 5:00 p.m. eastern time on August 30, 2001. If the offer is extended by us
beyond that time,  you may withdraw your tendered  options at any time until the
expiration  of the offer.  Also,  if we do not accept the  options  offered  for
tender on or before September 24, 2001, you will have the right to withdraw your
options after that date.

     To  withdraw  tendered  options  you  must  deliver  a  written  notice  of
withdrawal,  or facsimile thereof, with the required information to us while you
still have the right to withdraw the tendered options.  The notice of withdrawal
must  specify  the  name of the  optionholder  who  tendered  the  option  to be
withdrawn,  the grant date,  the exercise price and the options to be withdrawn.
Although  you may withdraw  some or all of your  tendered  options,  you may not
withdraw only a portion of the options that are subject to the same grant (i.e.,
those  options  having  the same  grant  date and  exercise  price).  Except  as
described in the following  sentence,  the notice of withdrawal must be executed
by the optionholder  who tendered the options to be withdrawn.  If the signature
is by a trustee, executor, administrator, guardian, attorney-in-fact, or another
person acting in a fiduciary or representative capacity, signor's full title and
proper  evidence of that  authority to act in such capacity must be indicated on
the notice of  withdrawal.  Withdrawals  may not be  rescinded,  and any options
withdrawn  will  thereafter be deemed not properly  tendered for purposes of the
offer  unless  such  withdrawn  options  are  properly  retendered  prior to the
Expiration Date by following the procedures described Section 3.

                                       10


     All  questions as to the form and validity  (including  time of receipt) of
notices of  withdrawal  will be determined  by us, in our sole  discretion;  all
determinations will be final and binding.

5. ACCEPTANCE OF TENDERED OPTIONS AND PAYMENT.

     Upon the terms and subject to the  conditions of this offer and as promptly
as practicable following the Expiration Date, we will accept for payment and pay
for (and thereby  purchase)  options properly tendered and not validly withdrawn
prior to the  Expiration  Date.  If your options are  properly  tendered and are
accepted  for  payment,  you will  receive a  restricted  share grant  agreement
promptly  after the Expiration  Date. You must properly  execute and return this
restricted  share  grant  agreement  to us.  Upon our  receipt  of the  executed
restricted  share grant  agreement,  we will issue the restricted  stock to your
account.

     If you  tender all of your  options,  the  agreement  will be for the total
number of shares of  restricted  stock set forth in the table  included  in your
personalized  transmittal  letter.  If you tender less than your total number of
options (a "partial tender"),  your restricted share grant agreement will be for
a portion of the total  number of shares set forth in that  table,  equal to the
value of the option  shares  tendered.  Again,  for a partial  tender,  you must
tender all of the option shares that are subject to the same grant.

6. VALUE OF OPTIONS AND RESTRICTED STOCK.

     We retained Towers Perrin, Inc., an executive compensation  consultant,  to
help us calculate the value of the options and the restricted stock to be issued
in  exchange  for the  options.  For  purposes of  determining  the value of the
options,  we have valued  options  based on  differences  in exercise  price and
expiration  date. All options with the same exercise  price and expiration  date
are treated the same.  For each option  tendered and  accepted for payment,  you
will receive  shares of  restricted  stock equal in value to 90% of the value of
that option.

     The value of each  option  has been  determined  using the  "Black-Scholes"
option pricing model adapted for use in valuing  executive  stock  options.  The
value  of the  options  was  calculated  as of July  18,  2001,  based  upon the
following  assumptions  utilized in that model:  The average market price of the
Company's common stock during the 22 trading days ended July 18, 2001;  exercise
at the end of the remaining term of the option;  weighted three year stock price
volatility of 46.8%;  a dividend  yield of 0%, and a risk-free  interest rate of
5.68%.

     We have valued the shares of restricted  stock to be issued in exchange for
the options based upon the average  closing  price of our stock,  as reported on
the NYSE, for each of the twenty-two  (22) trading days ended July 18, 2001. The
average  price is $10.086 per share.  Accordingly,  we have valued all shares of
restricted stock at $10.086 per share.

     For purposes of the offer,  we will be deemed to have  accepted for payment
options that are validly tendered and not properly  withdrawn as, if and when we
give oral or written notice to the  optionholders  of our acceptance for payment
of such options, which may be by press release.

                                       11


7. CONDITIONS OF THE OFFER.

     Upon  expiration  of this offer which is scheduled to occur August 30, 2001
at 5:00 p.m.  eastern  time, we will decide either to accept all of the properly
tendered options or to reject them all. If we decide to reject them all, we will
communicate  this  to you as  promptly  as  practicable.  If we  accept  all the
properly  tendered  options,  they will be obtained and canceled as described in
this offer.  If we reject them all, you will  receive back all of your  tendered
options and you will not receive any shares of restricted  stock. This condition
to the offer is for our sole  benefit,  and the  decision  to accept  all of the
properly tendered options is in our sole discretion. In addition, we will have a
right to reject options that are not properly tendered, as described above.

8. PRICE RANGE OF THE COMMON STOCK.

     Our common stock is traded on the New York Stock  Exchange.  The  following
table sets forth,  for the quarters  indicated,  the high and low trading prices
per share of our common stock.


                                                                              High                     Low
                                                                                                 
2001 Quarter Ended
September 30, 2001 (through July 24, 2001)                                   $14.29                   $13.71
June 30, 2001                                                                 11.21                     8.70
March 31, 2001                                                                11.65                     8.50

2000 Quarter Ended
December 31, 2000                                                            $11.00                    $7.125
September 30, 2000                                                            13.5625                   9.125
June 30, 2000                                                                 17.625                   11.625
March 31, 2000                                                                17.50                    11.625

1999 Quarter Ended
December 31, 1999                                                            $20.625                  $13.50
September 30, 1999                                                            28.25                    17.8125
June 30, 1999                                                                 26.125                   17.625
March 31, 2999                                                                26.50                    17.00


     As of July 24, 2001, the closing price of our common stock,  as reported on
the NYSE, was $13.75 per share.

YOU ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE COMMON STOCK.

9. SOURCE AND AMOUNT OF CONSIDERATION; TERMS OF THE RESTRICTED STOCK.

     Consideration.  Assuming we purchase  all of our  outstanding  options from
colleagues  that have an exercise price of $17.125 per share or more in response
to  the  offer,   the  total  amount  of  restricted  stock  we  will  issue  to
optionholders will be 595,078 shares.

     Terms of Restricted  Stock.  The restricted  stock will be issued under the
LTI plan.  Our statements  concerning the LTI Plan and the restricted  stock are
merely  summaries and do not purport to be complete.  The statements are subject
to, and are qualified in their  entirety by reference to, all

                                       12


provisions of the LTI Plan and the restricted share grant agreement  between you
and us. The form of restricted  share grant  agreement is attached to this offer
as Exhibit A.

     The shares of restricted stock you receive in exchange for tendered options
accepted for payment will be subject to forfeiture and other  restrictions until
the  shares  vest.  These  restrictions   include   prohibitions  against  sale,
assignment,  transfer,  exchange,  pledge,  hypothecation or other  encumbrance,
other  than by will or the laws of  descent  and  distribution.  The  shares  of
restricted stock will vest on the third anniversary of the grant date,  assuming
you are still employed by us or one of our  subsidiaries on that date.  Prior to
vesting,  your restricted stock will be subject to forfeiture if you cease to be
employed by us for any reason other than  "retirement" or "disability"  (both as
defined in the LTI Plan) or death.

     All unvested  restricted stock awards will vest upon a "change of control."
Under the restricted share grant agreement, a "change of control" occurs if: (a)
a person or group of  persons  acquires  20% or more of our  outstanding  common
stock;  (b) there is a change of a majority of our board of directors,  unless a
majority of the directors in office at the grant date of your  restricted  stock
award were  nominated  or  appointed  with the  approval  of a majority of those
directors or their approved  successors;  (c) there is a merger or consolidation
under which the Company,  in effect, is not the surviving entity;  (d) more than
50% of the assets or earning  power of the  Company is  disposed  of; or (e) the
Company liquidates,  dissolves,  or is reorganized in a manner that results in a
change in control.

     You will not receive a stock  certificate  for the  restricted  stock until
after the restricted stock vests.  Until then, the restricted stock will be held
in our  custody.  Your  award  of  restricted  stock  will be  evidenced  by the
restricted share grant agreement between you and us. On the vesting date, if you
are still employed by us, you will receive a certificate representing the number
of shares of common stock set forth in your restricted share grant agreement.

     You will have dividend, voting and other stockholder rights (subject to the
transfer and forfeiture restrictions discussed above) with respect to all shares
of  restricted  stock  you  receive  in the  offer as of the  date we issue  the
restricted stock to your account.  We will deliver to you, by mail or otherwise,
all  notices  of  meetings,  proxy  statements,   proxies  and  other  materials
distributed to our stockholders.

10. CERTAIN INFORMATION ABOUT US.

GENERAL

     We are a leading global designer and producer of structural  components and
assemblies used by every major automotive  original equipment  manufacturer,  or
"OEM," in the  world.  Our  customers  include  Ford,  DaimlerChrysler,  General
Motors, Saturn, Honda, Toyota, Nissan, Auto Alliance,  Fiat, BMW and Volkswagen,
as well as a number of heavy truck OEMs.  We  currently  employ more than 13,000
colleagues in 52 locations worldwide.

     Based  on  revenues,  we  believe  we are the  largest  independent  global
supplier of structural  components and assemblies to the automotive  market. Our
principal products include:

     -    Lower  vehicle  structures--full  frames,  engine  cradles,  floor pan
          components, cross members and other large stampings; o Body structures
          and assemblies--body  pillars, roof rails, side sills, parcel shelves,
          intrusion beams and fuel filler assemblies;

     -    Suspension  components,  modules and  systems--chassis  and suspension
          modules,  control arms, suspension links, track bars, spring and shock
          towers and trailing axles; and

                                       13

     -    Class A surfaces  and  modules--body  sides,  pick-up box sides,  door
          panels and fenders.

     Many of our  products  are  critical  to the  structural  integrity  of the
vehicle.  Increasingly,  we are using our products in combination  with products
manufactured by other suppliers to produce  assemblies and modules consisting of
multiple  component  parts.  As a result of our design,  engineering and program
management  capabilities,  we are able to offer our customers  fully  integrated
modules  and  assemblies  for  substantial   portions  of  a  vehicle.  We  have
strengthened  our  relationships  with OEMs as the  ability to deliver  complete
assemblies  and  modules   reduces  our  customers'   production  and  inventory
management costs.

CERTAIN FINANCIAL INFORMATION

     Set forth below is our selected summary historical  consolidated  financial
information.  The  historical  financial  information  has been derived from our
consolidated financial statements included in our Annual Report on Form 10-K for
the year ended December 31, 2000, and our Quarterly  Report on Form 10-Q for the
quarter ended March 31, 2001. The information  presented below should be read in
conjunction with our consolidated financial statements and notes thereto.



                                                            (Dollars in thousands, except per share amounts)
                                                       Years ended December 31,        Three Months ended March 31,
                                                        2000             1999             2001             2000
                                                                                            
Income Statement Data:
Revenues                                             $2,531,953       $2,170,003       $ 628,376        $  685,364
Cost of sales                                         2,160,359        1,823,103         549,105           573,642
Selling, general and administrative expense             137,003          105,950          35,299            34,656
Amortization expense                                     21,517           15,803           6,078             5,099
Operating income                                         71,748          225,147          37,894            71,967
Interest expense, net                                    64,711           37,981          19,722            13,197
Provision for income taxes                                2,619           74,866           7,028            23,506
Net income                                               13,434          117,088          12,861            37,123
Basic earnings per share                             $      .29       $     2.50       $    0.29        $     0.79
Diluted earnings per share                           $      .28       $     2.10       $    0.28        $     0.65

Balance Sheet Data:
Working capital                                      $  (24,181)      $  126,940       $  (36,919)      $  200,450
Total assets                                          2,892,747        2,552,550        2,995,786        2,818,699
Long-term debt                                        1,141,900          921,221        1,203,219        1,088,681
Stockholders' investment                                700,095          727,135          703,055          766,969


                                       14


11.  INTERESTS  OF  DIRECTORS  AND  OFFICERS;   TRANSACTIONS   AND  ARRANGEMENTS
     CONCERNING THE OPTIONS.

     Listed below is our directors  and executive  officers as of July 25, 2001,
and for the  executive  officers,  the number of options that may be tendered by
that  person  in  response  to this  offer.  As of the date of this  offer,  our
directors and  executive  officers as a group (18 persons)  beneficially  own an
aggregate of 1,916,116  shares of our common stock,  representing  approximately
4.4% of the total number of issued and  outstanding  shares as of such date. For
more  information  with respect to  beneficial  ownership by our  directors  and
executive  officers of our common stock,  please refer to our  definitive  proxy
statement, filed with the SEC on April 20, 2001.


                                               Number of Options Held that            Percentage of Total
                     Directors                   are Eligible for Tender          Options Eligible for Tender
                     ---------                   -----------------------          ---------------------------

                                                                                    
         S. A. Johnson                                     -0-                                -0-
         Dugald K. Campbell                              255,000                             15.1
         Kim B. Clark                                      -0-                                -0-
         Jurgen M. Geissinger                              -0-                                -0-
         Ali Jenab                                         -0-                                -0-
         F. J. Loughrey                                    -0-                                -0-
         James R. Lozelle                                  -0-                                -0-
         Georgia Nelson                                    -0-                                -0-
         Scott D. Rued                                     -0-                                -0-
         Enrique Zambrano                                  -0-                                -0-
              Leadership Team Members
         James W. Arnold                                  15,000                               .8
         Anthony A. Barone                               110,000                              6.5
         Richard S. Burgess                               85,000                              5.0
         Dugald K. Campbell                              255,000                              -0-
         Kathy J. Johnston                                 -0-                                -0-
         David D. Krohn                                    -0-                                -0-
         Roland J. Loup                                    -0-                                -0-
         Tom G. Pitser                                   120,000                              7.1
         Antonio R. Zarate                                 -0-                                -0-


     Based upon our records and upon information provided to us by our directors
and executive officers, neither we nor, to the best of our knowledge, any of our
directors or executive  officers has effected any transactions in the options or
our common stock during the 60 days prior to the date hereof  except for (1) the
sale of 60,000 shares,  at $13.90 per share by Mr. Lozelle on July 23, 2001, and
(2) the exercise of an option by Mr. Barone to purchase 5,000 shares of stock at
$7.5625 per share and the  concurrent  sale of 5000 shares on July 23, 2001,  at
$14.00 per share.

     We have been advised that most of the members of our key  leadership  team,
that have eligible options to tender,  intend to tender options pursuant to this
offer.  Non-employee directors (as well as non-colleagues and former colleagues)
are not eligible to participate in the offer.

     Except for  outstanding  options to purchase  common  stock and  restricted
stock  awards  granted  from time to time to certain of our key  colleagues  and
non-employee  directors  pursuant to the plans,  and except as set forth in this
offer to purchase,  neither we nor, to our  knowledge,  any of our  directors or
executive officers,  is a party to any contract,  arrangement,  understanding or
relationship  with any other person  relating,  directly or  indirectly,  to the
offer with respect to any of our securities (including,  but not limited to, any
contract, arrangement,  understanding or relationship concerning the transfer or
the voting of any such securities,  joint ventures, loan or option arrangements,
puts or calls,  guarantees  of loans,  guarantees  against loss or the giving or
withholding of proxies, consents or authorizations).

                                       15


12. STATUS OF OPTIONS ACQUIRED BY US IN THE OFFER.

     Options we acquire in response to the offer will be canceled  and  returned
to the pool of options available for issuance under the LTI plan,  including the
shares of  restricted  stock to be issued  under the terms of this  offer.  Such
options will be available for future awards to eligible  participants under that
plan without further stockholder action (except as required by applicable law or
the rules of the NYSE or any other securities exchange on which our common stock
is then listed).

13. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.

     We are not aware of any license or  regulatory  permit  that  appears to be
material to our business that might be adversely  affected by our acquisition of
options and payment of restricted  stock as contemplated by this offer or of any
approval or other action by any government or  governmental,  administrative  or
regulatory authority or agency,  domestic or foreign, that would be required for
the acquisition or ownership of our options or restricted  stock as contemplated
in this  offer.  Should  any such  approval  or other  action  be  required,  we
presently  contemplate that such approval or other action will be sought. We are
unable to predict  whether we may  determine  that we are  required to delay the
acceptance for payment of or payment for options tendered  pursuant to the offer
pending the outcome of any such matter.  There can be no assurance that any such
approval  or other  action,  if needed,  would be  obtained or would be obtained
without  substantial  conditions or that the failure to obtain any such approval
or other action might not result in adverse  consequences  to our business.  Our
obligation  under the offer to  accept  for  payment  and pay for  options  with
restricted stock is subject to certain conditions. See Section 7.

14. CERTAIN FEDERAL INCOME TAX CONSEQUENCES.

     The  following  is a general  summary of the  material  federal  income tax
consequences  of the sale of options  pursuant to the offer.  This discussion is
based on the  Internal  Revenue  Code of 1986,  as  amended  (the  "Code"),  its
legislative  history,  Treasury  Regulations  thereunder and  administrative and
judicial  interpretations  thereof,  as of the date  hereof,  all of  which  are
subject to change  (possibly  on a  retroactive  basis).  This  summary does not
discuss  all the tax  consequences  that may be relevant to you in light of your
particular  circumstances,  and  it is  not  intended  to be  applicable  in all
respects to all categories of stockholders.

YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISER WITH RESPECT TO THE FEDERAL, STATE
AND  LOCAL  CONSEQUENCES  OF  PARTICIPATING  IN THE  OFFER,  AS  WELL AS ANY TAX
CONSEQUENCES ARISING UNDER THE LAWS OF ANY OTHER TAXING JURISDICTION.

     General.  There are no immediate tax  consequences of receiving  restricted
stock in exchange for your  options,  unless you make an election  under Section
83(b) of the Internal  Revenue Code.  Upon vesting of the  restricted  stock and
lapse of the terms,  conditions  and  restrictions  that apply to the restricted
stock,  you will be required to recognize  income in an amount equal to the fair
market value of the restricted  stock,  determined on the date the shares are no
longer restricted.

     The Section 83(b) election must be made and filed with the Internal Revenue
Service  within 30 days  following  the grant date.  If you make a Section 83(b)
election,  you will be required to recognize  taxable  income at the time of the
exchange in an amount equal to the fair market value of the restricted  stock on
that  date.  If the  restricted  stock is  subsequently  forfeited,  you are not
entitled to a deduction for the loss.  However,  having made the filings, if you
hold the restricted stock until after the shares vest and subsequently  sell the
shares of common  stock issued upon  vesting,  the gain will be taxed as capital
gain as opposed to ordinary income.

                                       16


     We will generally be allowed a business expense deduction for the amount of
any  taxable  income  which is  recognized  by you at the time  such  income  is
recognized.  Section 162(m) of the Internal Revenue Code, however, may limit the
deduction that can be claimed by us in certain circumstances.

     At the time you recognize  ordinary  income,  either upon vesting or if you
make an election  under  Section  83(b) of the Code upon  grant,  we will have a
withholding  tax  obligation,  much like the obligation  that arises when we pay
your salary or bonus.  This  ordinary  income will be reflected on your year-end
W-2.  If you make a Section  83(b)  election,  you must pay us the amount of the
withholding  taxes.  In order to facilitate the payment of this  withholding tax
obligation  for shares not subject to an election  under Section  83(b),  we may
deduct  from any  payment  otherwise  due by us an  amount  equal  to any  taxes
required to be withheld by law with respect to such delivery or require  payment
to us in an  amount  sufficient  to  provide  for any  taxes so  required  to be
withheld.  By  participating  in this exchange and signing the Restricted  Share
Grant  Agreement,  you  will  authorize  us to take  the  above  actions  to pay
withholding taxes.

     Incentive  Stock Options.  Certain of the options subject to this offer are
intended  to  qualify as  "incentive  stock  options."  In order for a holder of
incentive stock options to receive certain  favorable tax treatment with respect
to shares of common  stock  obtained  through  the  exercise  of those  options,
several  requirements must be satisfied.  One of these  requirements is that the
stock  subject  to the  incentive  stock  option  be held  by the  optionholder,
following  exercise  of the  option,  for at least two years  after the date the
option was granted  or, if later,  one year after the option is  exercised  (the
"holding period").

     If you satisfy the  incentive  stock option  requirements,  you will not be
taxed at the time you  exercise  such an option.  Moreover,  if you  satisfy the
holding period  requirement,  the entire gain, if any, realized upon disposition
will be treated, for federal tax purposes, as capital gain.

     This offer will  impact the holding  period  requirement  of any  incentive
stock  options you now hold,  that are eligible  for tender,  even if you do not
participate in this offer.  If the holder of an incentive  stock option does not
tender the incentive stock option in response to this offer,  the holding period
for that option will begin on the date of this offer.  This is because the offer
is treated as the grant of a new  incentive  stock  option for  purposes  of the
holding period requirement. Therefore, in order to be eligible for favorable tax
treatment,  a holder of an incentive stock option, that are eligible for tender,
must hold any stock  purchased  on  exercise  of such an option for at least two
years  after the date of this  offer or, if later,  one year after the option is
exercised.

     If you are an eligible  employee  and you are either  based  outside of the
United States,  or are a national of another country and are based in the United
States,  you should  consult  with your own tax  advisor to  determine  the tax,
social contribution, and exchange control consequences of this transaction under
the  laws of the  country  in which  you  live  and  work or of which  you are a
national. For example,  under the laws of certain countries,  your acceptance of
this offer may result in your immediate recognition of taxable income.

     You are urged to consult  your own tax advisor with respect to the federal,
state, local and foreign  consequences of participating in the offer, as well as
any tax consequences arising under the laws of any other taxing jurisdiction.

                                       17


15. EXTENSION OF OFFER; TERMINATION; AMENDMENT.

     We may, in our sole discretion,  at any time and from time to time,  extend
the period of time during which the offer is open and thereby  delay  acceptance
for payment of and  payment for any options by giving oral or written  notice of
such extension to the optionholders and making a public announcement thereof.

     We also  expressly  reserve  the  right,  in our  reasonable  judgment,  to
terminate the offer and not accept for payment or pay for any options previously
accepted  for  payment or paid for or,  subject to  applicable  law, to postpone
payment  for  options by giving oral or written  notice of such  termination  or
postponement to the optionholders and making a public announcement  thereof. Our
reservation of the right to delay payment for options which we have accepted for
payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which
requires  that we must pay the  consideration  offered  or  return  the  options
tendered promptly after termination or withdrawal of the tender offer.

     Amendments  to the  offer  may be made at any time and from time to time by
public announcement of the amendment. In the case of an extension, the amendment
must be issued no later than 9:00 a.m.,  eastern  time, on the next business day
after the last  previously  scheduled or announced  Expiration  Date. Any public
announcement  made  pursuant  to the  offer  will be  disseminated  promptly  to
optionholders in a manner reasonably  designated to inform optionholders of such
change.  Without  limiting  the  manner in which we may  choose to make a public
announcement,  except as required by applicable law, we shall have no obligation
to publish,  advertise or  otherwise  communicate  any such public  announcement
other than by making a press release.

     As long as we  comply  with  applicable  laws,  we may  amend  the offer to
purchase in any way, including  decreasing or increasing the consideration offer
to  optionholders  for  decreasing  or  increasing  the  number of options to be
surrendered and canceled in the offer.

     If we  materially  change  the  terms  of  the  offer  or  the  information
concerning the offer, or if we waive a material  condition of the offer, we will
extend the offer to the extent  required by Rules  13e-4(d)(2)  and  13e-4(e)(3)
promulgated  under the  Securities  Exchange  Act.  These rules require that the
minimum period during which an offer must remain open following material changes
in the terms of the offer or  information  concerning  the offer  (other  than a
change in price or a change in percentage  of securities  sought) will depend on
the facts and circumstances, including the relative materiality of such terms or
information.

16. ACCOUNTING CONSEQUENCES OF THE OFFER.

     Neither the shares of restricted stock issued in exchange to this offer nor
the  eligible  options  that are not  tendered in this offer will be treated for
financial  reporting  purposes as variable  rewards.  However,  we will record a
non-cash  compensation expense ratably over the vesting period of the restricted
stock.

17. FEES AND EXPENSES.

     We will not pay any fees or  commissions  to any broker,  dealer,  or other
person for soliciting tenders of options pursuant to this offer.

                                       18


18. ADDITIONAL INFORMATION.

     We are subject to the informational filing requirements of the Exchange Act
and,  in  accordance  therewith,   are  obligated  to  file  reports  and  other
information with the SEC relating to our business, financial condition and other
matters.  Information,  as of  particular  dates,  concerning  our directors and
officers, their remuneration,  options granted to them, the principal holders of
our securities and any material interest of such persons in transactions with us
is required to be disclosed in proxy statements  distributed to our stockholders
and filed with the SEC.

     These reports,  proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the SEC at:

     -    450 Fifth Street, N.W., Room 2120, Washington, D.C. 20549;
     -    500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511; and
     -    7 World Trade Center, New York, New York 10048.

     Copies of such  material may also be obtained by mail,  upon payment of the
SEC's  customary  charges,  from  the  Public  Reference  Section  of the SEC at
Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,  D.C. 20549. The SEC also
maintains a Web site on the World Wide Web at  http://www.sec.gov  that contains
reports,  proxy statements and other information regarding registrants that file
electronically  with  the  SEC.  These  reports,   proxy  statements  and  other
information  concerning  us also can be inspected at the offices of The New York
Stock Exchange, 20 Broad Street, New York, New York 10005.

     We urge you to review the following  materials which we have filed with the
SEC prior to making a decision on whether to tender your  options.  The SEC file
number for our documents is 1-12733.

          (a)  Annual Report on Form 10-K for the year ended December 31, 2000;

          (b)  Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
               2001; and

          (c)  Current Reports on Form 8-K filed with the SEC since December 31,
               2000.

19. MISCELLANEOUS.

     We are not aware of any  jurisdiction  where the making of the offer is not
in compliance with applicable law. If we become aware of any jurisdiction  where
the making of the offer is not in compliance  with any valid  applicable law, we
will make a good faith effort to comply with such law. If, after such good faith
effort,  we cannot comply with such law, the offer will not be made to (nor will
tenders be  accepted  from or on behalf of) the  holders of options  residing in
such jurisdiction.

     Pursuant  to Rule  13e-4 of the  General  Rules and  Regulations  under the
Securities  Exchange Act, we have filed with the SEC a Tender Offer Statement on
Schedule TO which  contains  additional  information  with respect to the offer.
This Schedule TO,  including  the exhibits and any  amendments  thereto,  may be
examined,  and copies may be obtained, at the same places and in the same manner
as is set forth in Section 17 with respect to information concerning us.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO
WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR OPTIONS PURSUANT TO THE
OFFER. YOU SHOULD RELY ONLY ON THE INFORMATION  CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE  REFERRED  YOU.  WE HAVE  NOT  AUTHORIZED  ANYONE  TO

                                       19


GIVE YOU ANY  INFORMATION OR TO MAKE ANY  REPRESENTATION  IN CONNECTION WITH THE
OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE RELATED LETTER OF TRANSMITTAL.
IF ANYONE MAKES ANY  RECOMMENDATION OR GIVES ANY INFORMATION OR  REPRESENTATION,
YOU MUST NOT RELY UPON THAT  RECOMMENDATION,  INFORMATION  OR  AUTHORIZATION  AS
HAVING BEEN AUTHORIZED BY US.

                             TOWER AUTOMOTIVE, INC.

July 25, 2001

                                       20


                              LETTER OF TRANSMITTAL
              TO TENDER OPTIONS TO PURCHASE SHARES OF COMMON STOCK
                    WITH AN EXERCISE PRICE OF $17.125 OR MORE
                                       OF
                             TOWER AUTOMOTIVE, INC.
              PURSUANT TO THE OFFER TO PURCHASE DATED JULY 25, 2001

                    THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
             5:00 P.M., EASTERN TIME, ON THURSDAY, AUGUST 30, 2001,
                          UNLESS THE OFFER IS EXTENDED.

TO:
Richard Burgess
Tower Automotive, Inc.
5211 Cascade Road, SE
Grand Rapids, Michigan 49546
Telephone:  616-802-1600
Facsimile:  616-802-1599

DELIVERY OF THIS  LETTER OF  TRANSMITTAL  TO AN ADDRESS  OTHER THAN AS SET FORTH
ABOVE OR  TRANSMISSION  VIA  FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.

================================================================================

I tender the  following  of my options  that are listed in the table  below (the
"options") (Please check the appropriate box):

[ ] All of my options, or
[ ] A partial tender of the following options, as identified below:

(See Instructions 2 and 3 and complete table below only if you are not tendering
all of your options.)


                                                                                    Option Shares to
                                Number of                          Number of           be Tendered
        Grant     Exercise   Shares Subject        Value of       Restricted
        Date(1)     Price       to Option       Option Shares   Shares Issuable       Yes        No
                                                                               
      ________________________________________________________________________________________________
      ________________________________________________________________________________________________
      ________________________________________________________________________________________________
      ________________________________________________________________________________________________
      ________________________________________________________________________________________________
      ________________________________________________________________________________________________


================================================================================
(1) You must tender all of your option shares for a particular option grant.

YOUR OPTION  AGREEMENT(S)  EVIDENCING  OPTIONS TO BE TENDERED  MUST BE FORWARDED
WITH THIS LETTER OF TRANSMITTAL.

TO TOWER AUTOMOTIVE, INC.

     You, the undersigned,  hereby tender to Tower Automotive,  Inc., a Delaware
corporation,  the options to purchase shares of common stock of Tower Automotive
described  above  pursuant to our offer to purchase such options for  restricted
stock,  as that term is defined in the offer to purchase  ("Offer to Purchase"),
upon the terms and

                                       1


subject to the conditions  set forth in the Offer to Purchase,  receipt of which
is hereby  acknowledged,  and in this  letter  of  transmittal  (which  together
constitute the "Offer").

     Subject  to, and  effective  upon,  acceptance  for  payment of the options
tendered in accordance with the terms and subject to the conditions of the Offer
(including, if the Offer is extended or amended, the terms and conditions of any
such extension or amendment),  you hereby sell,  assign and transfer to, or upon
the order of, us all right,  title and  interest in and to all the options  that
are being  tendered.  You  acknowledge  that we have advised you to consult with
your own legal,  financial and  accounting  advisers as to the  consequences  of
participating  or not  participating in the Offer. You agree that this letter of
transmittal is an amendment to your option agreement(s).

     You hereby  represent and warrant that you have full power and authority to
tender the options tendered hereby and that, when and to the extent the same are
accepted for purchase by us, such options will be free and clear of all security
interests,  liens,  restrictions,   charges,  encumbrances,   conditional  sales
agreements or other obligations  relating to the sale or transfer  thereof,  and
the same will not be subject to any  adverse  claims.  You will,  upon  request,
execute and deliver any  additional  documents  deemed by us to be  necessary or
desirable to complete the purchase of the options tendered hereby.

     All  authority  herein  conferred  or agreed to be  conferred  shall not be
affected by, and shall survive your death or  incapacity,  and any obligation of
you  hereunder  shall be  binding  upon your  heirs,  personal  representatives,
successors  and  assigns.  Except  as  stated  in  the  Offer,  this  tender  is
irrevocable.

     By  execution  of this  letter,  you  understand  that  tenders  of options
pursuant to the procedure described in Section 3 of the Offer to Purchase and in
the instructions  will constitute your acceptance of the terms and conditions of
the Offer. Our acceptance for purchase of options tendered pursuant to the Offer
will  constitute  a  binding  agreement  between  you and us upon the  terms and
subject to the  conditions of the Offer.  You  acknowledge  that the  restricted
stock that you will  receive is subject to  forfeiture  and other  restrictions,
including without limitation, restrictions on sale, transfer, assignment, pledge
or other  encumbrances or dispositions,  until such time as the restricted stock
shall vest and the  restrictions  shall lapse in the manner set forth in the new
restricted  share grant  agreement  between you and us. That  agreement  will be
forwarded  to you upon  completion  of the offer.  You agree to execute  the new
restricted  share grant  agreement  and promptly  return it to us at the address
above.

     The  name(s) and  address(es)  of the  registered  holder(s)  appear  above
exactly as they appear on the agreement(s) representing options tendered hereby.
You have  indicated  whether you are  tendering all of your options or less than
all of your  options (a  "partial  tender").  If you wish to  complete a partial
tender, you have identified in the above table these options to be tendered. You
understand  that you are not  required  to tender  any of your  options  in this
offer. You also understand that if you make a partial tender, all options of the
same class  (i.e.,  that have the same  exercise  price and grant  date) must be
tendered to the  Company.  You  understand  further  that all  options  properly
tendered prior to the Expiration  Date (as defined in the Offer to Purchase) and
not  properly  withdrawn  will be  purchased,  upon the terms and subject to the
conditions of the Offer.

YOU UNDERSTAND  THAT THE PUBLIC TRADING PRICE OF THE COMMON STOCK WILL VARY FROM
TIME TO TIME  AFTER  THE  OFFER  EXPIRES  AT 5:00  P.M.,  EASTERN  TIME,  ON THE
EXPIRATION DATE, SUCH THAT THE PUBLIC TRADING PRICE OF THE COMMON STOCK COULD AT
SOME TIME IN THE FUTURE EXCEED THE EXERCISE  PRICE OF THE OPTIONS.  BY TENDERING
THE OPTIONS, YOU AGREE TO HOLD US HARMLESS FOR ANY ACTUAL OR PERCEIVED LOSS AS A
RESULT OF THE VARIANCE IN THE PUBLIC  TRADING PRICE OF COMMON STOCK FROM TIME TO
TIME AFTER EXPIRATION OF THE OFFER.

     You recognize that, under certain  circumstances  set forth in the Offer to
Purchase, we may terminate or amend the Offer or may postpone the acceptance for
purchase of, or payment for, options tendered. In any such event, you understand
that the options  delivered  herewith  but not  accepted  for  purchase  will be
returned to you at the address indicated above.

THE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OPTIONS BE ACCEPTED  FROM OR
ON BEHALF OF) HOLDERS IN ANY  JURISDICTION  IN WHICH THE MAKING OR ACCEPTANCE OF
THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

                                       2


     All  capitalized  terms used herein but not defined  shall have the meaning
ascribed to them in the Offer to Purchase.

     You have read, understand, and agree to all of the terms of the Offer.

     Must be signed by the holder(s)  exactly as name(s) appear(s) on the option
agreement  evidencing the options to be tendered.  If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation or
another  person  acting in a fiduciary or  representative  capacity,  please set
forth the signer's full title and include with this letter of transmittal proper
evidence of the authority of such person to act in such capacity.

================================================================================

SIGNATURE OF OWNER(S)

___________________________________________________

___________________________________________________
(Signature(s) of Holder(s) or Authorized Signatory)

Date: _________, 2001

Name(s):___________________     Telephone No. (with area code):_________________
          (Please Print)
                                Tax ID/Social Security No.:_____________________

Capacity: _____________________________

Address:  _____________________________

_______________________________________
          (Please include ZIP code)

================================================================================

     LOST, STOLEN, DESTROYED OR MUTILATED AGREEMENTS:

[ ]  Check here if any of the  agreements  representing  your  options have been
     lost, stolen,  destroyed or mutilated. See Instruction 7. Number of options
     represented by lost, stolen, destroyed or mutilated agreements:

                                       3


                                  INSTRUCTIONS
              FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER


     1.  Delivery of Letter of  Transmittal  and Option  Agreements.  All option
agreements  evidencing  options to be tendered,  as well as a properly completed
and duly executed  letter of transmittal (or facsimile  thereof),  and any other
documents  required  by this  letter of  transmittal,  must be received by Tower
Automotive,  Inc.  at our address set forth on the front cover of this letter of
transmittal on or prior to 5:00 P.M.,  eastern time, on the Expiration  Date (as
defined in the Offer to Purchase).

THE METHOD BY WHICH YOU DELIVER YOUR DOCUMENTS, INCLUDING OPTION AGREEMENTS, THE
LETTER OF TRANSMITTAL,  AND ANY OTHER REQUIRED DOCUMENTS,  IS AT YOUR OPTION AND
RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY US. IF
YOU  ELECT  TO  DELIVER  YOUR  DOCUMENTS  BY  MAIL,  WE  RECOMMEND  THAT YOU USE
REGISTERED  MAIL WITH RETURN RECEIPT  REQUESTED AND THAT YOU PROPERLY INSURE THE
DOCUMENTS.  IN ALL CASES,  YOU SHOULD  ALLOW  SUFFICIENT  TIME TO ENSURE  TIMELY
DELIVERY.

     Tenders of options made  pursuant to the Offer may be withdrawn at any time
prior to the  Expiration  Date. If the Offer is extended by us beyond that time,
you may withdraw your tendered  options at any time until the  expiration of the
Offer. In addition,  unless we accept your tendered  options for purchase before
5:00 p.m.,  eastern time on or before  September 24, 2001, you may withdraw your
tendered  options at any time after that date. To withdraw  tendered options you
must deliver a written  notice of  withdrawal,  or facsimile  thereof,  with the
required  information  to us while you  still  have the  right to  withdraw  the
tendered  options.  Withdrawals  may not be rescinded and any options  withdrawn
will thereafter be deemed not properly tendered for purposes of the Offer unless
such withdrawn  options are properly  retendered prior to the Expiration Date by
following the procedures described above.

     We will not accept any alternative,  conditional or contingent tenders. All
tendering  optionholders,  by  execution  of this  Letter of  Transmittal  (or a
facsimile  of it),  waive any right to receive any notice of the  acceptance  of
their tender.

     2.  Inadequate  Space.  If the space  provided  herein is  inadequate,  the
information requested by the first table in this letter of transmittal regarding
which  options  are to be  tendered  in a partial  tender of  options  should be
provided on a separate schedule attached hereto.

     3. Partial Tenders.  If you tender less than all of your options,  you must
complete  the table on page one of this  letter of  transmittal.  You may tender
all,  none,  or any portion of your options;  however,  all option shares of the
same option agreement must be tendered.

     4. Signatures.  If this letter of transmittal is signed by the holder(s) of
the options, the signature(s) must correspond with the name(s) as written on the
face of the option agreement(s)  without  alteration,  enlargement or any change
whatsoever.  If any of the options to be  tendered  are held of record by two or
more persons, all such persons must sign this letter of transmittal.

     If  this  letter  of  transmittal   is  signed  by  a  trustee,   executor,
administrator, guardian, attorney-in-fact, or other person acting in a fiduciary
or  representative  capacity,  such person should so indicate when signing,  and
proper  evidence  satisfactory  to us of the  authority of such person so to act
must be submitted with this letter of transmittal.

                                       4


     5. Requests For Assistance Or Additional  Copies. Any questions or requests
for  assistance,  as well as  requests  for  additional  copies  of the Offer to
Purchase or this letter of transmittal  may be directed to Richard  Burgess,  at
the  address  and  telephone  number  given on the front cover of this letter of
transmittal. Copies will be furnished promptly at our expense.

     6.  Irregularities.  All  questions  as to  the  number  of  options  to be
accepted,  the price to be paid  therefor and the  validity,  form,  eligibility
(including  time of receipt) and acceptance for payment of any tender of options
will be determined by us in our sole discretion,  which  determinations shall be
final and binding on all parties. We reserve the absolute right to reject any or
all tenders of options we determine  not to be in proper form or the  acceptance
of which or payment of  restricted  stock for which may,  in the  opinion of our
counsel,  be unlawful.  We also  reserve the absolute  right to waive any of the
conditions  of the Offer and any  defect or  irregularity  in the  tender of any
particular options,  and our interpretation of the terms of the Offer (including
these  instructions)  will be final and  binding  on all  parties.  No tender of
options will be deemed to be properly made until all defects and  irregularities
have been cured or waived.  Unless  waived,  any  defects or  irregularities  in
connection  with tenders  must be cured within such time as we shall  determine.
Neither we nor any other  person is or will be  obligated  to give notice of any
defects or  irregularities in tenders and no person will incur any liability for
failure to give any such notice.

     7. Lost,  Stolen,  Destroyed  Or  Mutilated  Option  Agreements  Evidencing
Options. If option agreements  evidencing options to be tendered have been lost,
stolen,  destroyed or mutilated, you must check the box captioned "Lost, Stolen,
Destroyed  or  Mutilated  Option  Agreements"  on  the  letter  of  transmittal,
indicating  the number of  options  subject to the lost,  stolen,  destroyed  or
mutilated option  agreement(s).  You must then contact us to ascertain the steps
that must be taken in order to replace the option agreements evidencing options.
In order to avoid delay, you should contact us immediately.

IMPORTANT:  THIS LETTER OF TRANSMITTAL  (OR A FACSIMILE  COPY THEREOF)  TOGETHER
WITH ALL OTHER  REQUIRED  DOCUMENTS  MUST BE RECEIVED BY US, ON OR PRIOR TO 5:00
P.M.,  EASTERN  TIME,  ON THE  EXPIRATION  DATE  (AS  DEFINED  IN THE  OFFER  TO
PURCHASE).

     8. Important Tax  Information.  You should refer to Section 14 of the Offer
to Purchase which contains important tax information.

                                       5


July 25, 2001


<><>
<>
<>,<><>

Dear<>:

     Tower  Automotive,  Inc. is offering  to  purchase  all of our  outstanding
options  with an  exercise  price of $17.125 or more (the  "options")  that were
issued under the 1994 Key Colleague Stock Option Plan or the Long-Term Incentive
Plan (the  "plans").  In exchange for the options,  we will issue  optionholders
"restricted stock" that will be subject to certain restrictions until the shares
vest.  This offer is made pursuant to the terms and  conditions set forth in the
accompanying offer to purchase and letter of transmittal (the "offer").

     You may tender all, a portion or none of your options;  however, all option
shares  subject to the same option  agreement  (i.e.,  having the same  exercise
price  and  grant  date)  must  be  tendered  if any  are to be  tendered.  Your
outstanding  options  eligible for purchase in the offer are listed in the table
included in your personalized  transmittal  letter,  which is included with this
letter.  The option values shown in that table are based on 90% of each option's
value under the Black-Scholes stock option valuation model. These values will be
applied to all outstanding  options  tendered,  regardless of vesting status. If
you tender all of your options and your options are accepted for  purchase,  you
will receive the number of shares of  restricted  stock set forth in that table.
If your  tender  is for less  than all of your  options  and  your  options  are
accepted for purchase,  you will receive a portion of the total number of shares
set forth in that table, equal to the value of the option shares you tender.

     The award of restricted  stock will be subject to the terms of the plan and
a new  restricted  share grant  agreement  between you and us. If we accept your
options for purchase,  we will forward the new restricted  share grant agreement
to you promptly after  expiration of the offer.  The  restricted  stock you will
receive will vest on the third  anniversary of the grant date.  Unless the offer
is extended by us, the grant date will be September 4, 2001.

     There are no immediate tax  consequences of receiving  restricted  stock in
exchange for your  options,  unless you make an election  under Section 83(b) of
the Internal  Revenue Code. A more detailed  discussion of the tax  consequences
occurring when the restricted stock vests, and of the Section 83(b) election, is
contained in Section 14 of the offer to purchase.

     If you  decide  to  tender  your  options  pursuant  to the  offer,  please
complete,  sign and  return  the  letter of  transmittal,  along with the option
agreement(s) evidencing your options, to:

         Tower Automotive, Inc.
         5211 Cascade Road, SE
         Grand Rapids, Michigan 49546
         Attn:  Richard Burgess

prior to the expiration of the offer.

                                       1


    PLEASE NOTE THAT YOUR PARTICIPATION IN THE OFFER IS COMPLETELY VOLUNTARY.

     We neither  require nor request  that you tender your options in the offer.
Furthermore,  we suggest  that before you make your  decision,  you consult with
your own legal,  financial and  accounting  advisers as to the  consequences  of
tendering your options in the offer.

     If you have any questions  concerning  the offer,  please  contact  Richard
Burgess at 616-802-1600.


                               Very truly yours,



                               Dugald K. Campbell
                               Chief Executive Officer

                                      2


                                    EXHIBIT A

                        RESTRICTED SHARE GRANT AGREEMENT


     AGREEMENT  made  as  of  this  _____  day  of  _______________,   by  TOWER
AUTOMOTIVE,    INC.,   a   Delaware    corporation    (the    "Company"),    and
_________________________(the "Colleague").


                                    RECITALS

     The Tower Automotive, Inc. Long-Term Incentive Plan authorizes the award of
shares of restricted  stock to key Colleagues of the Company upon such terms and
conditions as may be determined by the Committee or the Board of Directors.

     The Committee  has approved a grant of  restricted  shares to the Colleague
upon the terms and conditions set forth in this  Agreement.  The Company and the
Colleague  desire  to  confirm  in this  Agreement  the  terms,  conditions  and
restrictions applicable to the grant of restricted stock.

     NOW, THEREFORE, intending to be bound, the parties agree as follows:

1. DEFINITIONS

     1.1 "Board" means the Board of Directors of the Company.

     1.2 "Change in Control"  means an  occurrence  of a nature with respect to
          the Company  that would be required to be reported in response to Item
          6(e) of Schedule 14A of Regulation 14A promulgated  under the Exchange
          Act.  Without  limiting the  inclusiveness  of the  definition  in the
          preceding  sentence,  a Change  in  Control  shall be  deemed  to have
          occurred  as of the  first  day that any one or more of the  following
          conditions is satisfied:

          (a)  Any  Person is or  becomes  the  Beneficial  Owner,  directly  or
               indirectly,  of  securities  of the Company  representing  twenty
               percent  (20%)  or  more  of the  combined  voting  power  of the
               Company's then outstanding securities; or

          (b)  At any time a majority of the Board of  Directors  of the Company
               is comprised of other than Continuing  Directors (for purposes of
               this section,  the term Continuing  Director means a director who
               was either (i) first elected or appointed as a director  prior to
               the  Effective  Date of  this  Agreement;  or  (ii)  subsequently
               elected or appointed as a director if such director was nominated
               or  appointed  by at  least a  majority  of the  then  Continuing
               Directors); or

          (c)  Any of the following occur:

               (i)  Any merger or  consolidation  of the  Company,  other than a
                    merger or  consolidation  in which the voting  securities of
                    the Company immediately prior to the merger or consolidation
                    continue to represent  (either by remaining  outstanding  or
                    being  converted  into  securities of the surviving  entity)
                    fifty percent (50%) or more of the combined  voting power of
                    the Company or surviving entity immediately after the merger
                    of consolidation with another entity;

                                       1


               (ii) Any sale, exchange,  lease, mortgage,  pledge,  transfer, or
                    other  disposition  (in a single  transaction or a series of
                    related transactions) of assets or earning power aggregating
                    more than fifty percent (50%) of the assets or earning power
                    of the Company on a consolidated basis;

               (iii)Any liquidation or dissolution of the Company;

               (iv) Any reorganization, reverse stock split, or recapitalization
                    of the Company which would result in a Change in Control; or

               (v)  Any  transaction or series of related  transactions  having,
                    directly  or  indirectly,  the  same  effect  as  any of the
                    foregoing; or any agreement,  contract, or other arrangement
                    providing for any of the foregoing.

     1.3  "Committee"  means the Committee  appointed by the Board to administer
the Plan.

     1.4 "Common  Stock" means the common  stock of the Company,  par value $.01
per share.

     1.5 "Company" means Tower  Automotive,  Inc., a Delaware  corporation,  its
successors and assigns.

     1.6 "Effective Date of this Agreement" means September 4, 2001.

     1.7 "Plan" means the Tower Automotive, Inc. Long-Term Incentive Plan.

     1.8 "Restricted Share" means a Share which is subject to the restriction on
sale, pledge or other transfer imposed by Section 3.1.

     1.9  "Reverted  Shares"  means  Shares  which have  reverted to the Company
pursuant to Section 5.2.

     1.10  "Shares"  means the  shares  of  Common  Stock  awarded,  issued  and
delivered  to the  Colleague  under this  Agreement.  If, as a result of a stock
split, stock dividend,  combination of stock, or any other change or exchange of
securities, by reclassification,  reorganization, recapitalization or otherwise,
the Shares shall be increased or  decreased,  or changed into or exchanged for a
different  number or kind of shares of stock or other  securities of the Company
or another  corporation,  the term "Shares" shall mean and include the shares of
stock or other securities issued with respect to the Shares.

     1.11 "Vested Share" means a Share which is no longer a Restricted Share.

2. GRANT AND ACCEPTANCE OF AWARD; TAX ELECTION

     2.1 Grant.  The  Company  confirms  the award to the  Colleague  of _______
shares of Common  Stock (the  "Shares")  as  restricted  stock,  upon the terms,
restrictions  and conditions of this Agreement and the Plan. The award of Shares
shall be  effective  as of the  Effective  Date of this  Agreement.  The Company
agrees to issue and deliver to the  Colleague  a  certificate  representing  the
Shares promptly after the Restricted Shares become Vested Shares under the terms
of this Agreement.

     2.2  Acceptance.  The Colleague  accepts this award of Shares and agrees to
hold them subject to the terms, restrictions and conditions of this Agreement.

                                       2


    2.3 Tax  Election.  The Colleague may elect to be taxed in 2001 on the fair
market  value of the Shares  awarded by signing an election to be so taxed under
Section 83(b) of the Internal  Revenue  Code,  and filing such election with the
Internal  Revenue  Service  within thirty (30) days after the Effective  Date of
this  Agreement.  If the  Colleague  chooses not to make such an  election,  the
Colleague  will be taxed on the fair  market  value of the Shares in the year in
which the restrictions lapse.

3. RESTRICTIONS ON TRANSFER OF SHARES; LAPSE OF RESTRICTIONS

     3.1 Transfer Prohibition. The Colleague shall not sell, pledge or otherwise
assign or transfer  any Share or any interest in any Share while such Share is a
Restricted Share.

     3.2 Restricted  Shares.  Every Share shall be a Restricted  Share until the
restrictions lapse as provided in Section 5.1.

     3.3 Securities Law Compliance. The Colleague shall not sell or transfer any
Share or any interest in any Share, whether such Share is or is not a Restricted
Share,  unless either (a) the Company shall consent in writing to such transfer,
or (b) the Company shall have received an opinion of counsel satisfactory to the
Company to the effect  that such  transfer  will not  violate  the  registration
requirements imposed by the Securities Act of 1933 or any other provision of law
which the Company shall desire such opinion to cover.

     3.4 Stop Transfer  Instructions.  The Company shall have the right to issue
instructions  to the transfer  agent for the shares of the Company,  prohibiting
transfer  of any  Shares  except in  accordance  with the  requirements  of this
Agreement.

     3.5 Certificate for Vested Shares. At the time a Restricted Share becomes a
Vested  Share,  the  Colleague  shall be entitled to receive  from the Company a
certificate  representing  such Vested Shares,  bearing a legend, if the Company
shall deem such a legend to be appropriate, only to the effect that the transfer
of such Shares is  prohibited if it would  violate the  Securities  Act of 1933.
Unless and until the Restricted Shares become Vested Shares, the Shares shall be
held by the Company, in custody or in book entry form, unless otherwise directed
by the Company.

     3.6  Rights of  Stockholder.  Except for the  restrictions  imposed in this
Article 3 and unless the Shares have reverted to the Company pursuant to Section
5.2, the Colleague  shall have all the rights of a  stockholder  with respect to
the Restricted Shares,  including the right to vote and to receive the dividends
declared and paid thereon.

4. ACQUISITION WARRANTIES

     In order to induce the Company to issue and deliver the Shares on the terms
of this  Agreement,  the  Colleague  warrants  to and agrees with the Company as
follows:

     4.1 No  Participating  Interest.  The Colleague is acquiring the Shares for
the  Colleague's  own account,  and has not made any  arrangement  to convey any
interest in the Shares to any person,  other than to transfer Reverted Shares to
the Company pursuant to Section 5.3.

     4.2  Ability  to  Evaluate.   Because  of  the  Colleague's  knowledge  and
experience  in  financial  and  business  matters,  the  Colleague is capable of
evaluating  the merits and risks of acquiring the Shares under the  arrangements
prescribed by this Agreement.

                                       3


     4.3 Familiarity with Company.  The Colleague is familiar with the business,
financial  condition,  earnings and prospects of the Company,  and confirms that
the Company has not made any  representation  regarding the foregoing matters or
the merits of this Agreement.

     4.4 All Questions Answered.  The Colleague  understands all of the terms of
this Agreement and the consequences to the Colleague of any actions which may be
taken  under this  Agreement.  The  Colleague  confirms  there are no  questions
relating to any such  matters  which have not been  answered to the  Colleague's
complete satisfaction.

5. VESTING AND REVERSION

     5.1 One Hundred Percent Vesting. All Shares issued hereunder which have not
previously reverted to the Company shall become Vested Shares

          (a) at the third anniversary of the Effective Date of this Agreement;

          (b) upon a Change in Control;

          (c) upon the Colleague's death; or

          (d) upon the Colleague's  Disability or Retirement,  as such terms are
     defined in the Plan,

whichever of the foregoing is first to occur.

     5.2  Reversion.  All  Shares  which  have not become  Vested  Shares  shall
automatically revert to the Company at any time the Colleague shall no longer be
employed by the Company or a  Subsidiary  for any reason  whatsoever,  including
involuntary  termination  without the consent of the Colleague.  No compensation
shall be payable to the Colleague for shares which revert to the Company.

     5.3  Effect  of  Reversion.  Upon  reversion  of any  Shares  (a)  absolute
ownership  thereof shall  automatically  revert to the Company at that time, (b)
such  Shares  shall be deemed  to be  "Reverted  Shares"  for  purposes  of this
Agreement,  (c) all the Colleague's  rights and interests in the Reverted Shares
shall cease at that time, and (d) the Colleague  shall be obligated  immediately
to surrender to the Company the  certificates  representing the Reverted Shares,
but the failure to do so shall not impair the  immediate  effect of clauses (a),
(b) and (c) above.

6. GENERAL PROVISIONS

     6.1 No Right to Employment.  This Agreement is not an employment  contract.
Neither  the  Plan nor this  Agreement  or  anything  else  changes  the at will
employment status of the Colleague.

     6.2 Severability. Whenever possible, each provision of this Agreement shall
be  interpreted  in such  manner  as to be  valid  and  enforceable,  but if any
provision of this  Agreement  shall be held to be  prohibited  or  unenforceable
under  applicable law (a) such  provision  shall be deemed amended to accomplish
the  objectives  of the provision as  originally  written to the fullest  extent
permitted by law, and (b) all other provisions of this Agreement shall remain in
full force and effect.

     6.3 Captions. The captions used in this Agreement are for convenience only,
do not  constitute a part of this  Agreement  and all of the  provisions of this
Agreement shall be enforced and construed as if no captions had been used.

                                        4


     6.4 Complete  Agreement.  This  Agreement  contains the complete  agreement
between the parties  relating in any way to the subject matter of this Agreement
and supersedes any prior understandings,  agreements or representations, written
or oral, which may have related to such subject matter in any way.

     6.5 Notices.

          (a) Procedures  Required.  Each communication given or delivered under
     this Agreement must be in writing and may be given by personal  delivery or
     by  certified  mail. A written  communication  shall be deemed to have been
     given on the date it shall be  delivered  to the  address  required by this
     Agreement.

          (b) Communications to the Company. Communications to the Company shall
     be addressed to it at the principal  corporate  headquarters  and marked to
     the attention of the Company's president.

          (c)  Communications  to  the  Colleague.  Every  communication  to the
     Colleague  shall  be  addressed  to  the  Colleague  at the  address  given
     immediately below the Colleague's  signature to this Agreement,  or to such
     other address as the Colleague shall specify to the Company.

     6.6  Assignment.  This Agreement is not assignable by the Colleague  during
the Colleague's lifetime.  This Agreement shall be binding upon and inure to the
benefit of (a) the successors and assigns of the Company,  and (b) any person to
whom the  Colleague's  rights  under  this  Agreement  may pass by reason of the
Colleague's death.

     6.7 Amendment.  This Agreement may be amended,  modified or terminated only
by written agreement between the Company and the Colleague.

     6.8 Waiver.  No delay or omission in exercising any right  hereunder  shall
operate as a waiver of such right or of any other right hereunder. A waiver upon
any one  occasion  shall  not be  construed  as a bar or  waiver of any right or
remedy on any other  occasion.  All of the rights and  remedies  of the  parties
hereto, whether evidenced hereby or granted by law, shall be cumulative.

                                       5


     6.9 Choice of Law.  This  Agreement  shall be deemed to be a contract  made
under the laws of the State of Michigan and for all purposes  shall be construed
in accordance with and governed by the laws of the State of Michigan.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.



Colleague:                                TOWER AUTOMOTIVE, INC.


_______________________________           By____________________________________

                                            Its_________________________________

Address:

_______________________________

_______________________________

                                       6