U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                  STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities  Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the
                         Investment Company Act of 1940


[ ]  Check  this  box if no  longer  subject  to  Section  16.  Form 4 or Form 5
obligations may continue. See Instruction 1(b)

1.   Name and Address of Reporting Person*
          Nelson              Georgia
          (Last)              (First)             (Middle)

                         5211 Cascade Road, S.E.
                              (Street)

        Grand Rapids            MI                49546
          (City)              (State)             (Zip)

2.   Issuer Name and Ticker or Trading Symbol
     Tower Automotive, Inc. TWR

3.   IRS or Social Security Number of Reporting Person (Voluntary)


4.   Statement for Month/Year
     5/02

5.   If Amendment, Date of Original (Month/Year)


6.   Relationship of Reporting Person to Issuer (Check all applicable)

     _X__ Director                      ___ 10% Owner
     ____ Officer (give title below)    ___ Other (specify below)
                    ______________________________

7.   Individual or Joint/Group Filing (Check applicable line)

     _X_  Form filed by One Reporting Person
     ___  Form filed by More than One Reporting Person

TABLE I - Non-Derivative Securities Acquired, Disposed of, or Benefically Owned

1.   Title of Security (Instr. 3)


2.   Transaction Date (Month/Day/Year)


3.   Transaction Code (Instr. 8)
          Code
          V

4.   Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
          Amount
          (A) or (D)
          Price

5.   Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)


6.   Ownership Form: Direct (D) or Indirect (I) (Instr. 4)


7.   Nature of Indirect Beneficial Ownership (Instr. 4)


Reminder:  Report on a separate line for each class of  securities  beneficially
owned directly or indirectly

                            (Print or Type Responses)
*If the Form is filed by more than one Reporting Person, see Instruction 4(b)(v)
                                                                          (over)

FORM 4 (continued)

 Table   II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
         (e.g., puts, calls, warrants, options, convertible securities)


1.   Title of Derivative Security (Instr. 3)
     Deferred Stock Units

2.   Conversion or Exercise Price of Derivative Security
     1-for-1

3.   Transaction Date (Month/Day/Year)
     5/31/02

4.   Transaction Code (Instr. 8)
          Code      A
          V         V

5.   Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3,
     4, and 5)
          (A)  7,782.101
          (D)       -

6.   Date Exercisable and Expiration Date (Month/Day/Year)
          Date Exercisable    (1)
          Expiration Date     (1)

7.   Title and Amount of Underlying Securities (Instr. 3 and 4)
          Title                         Common Stock
          Amount or Number of Shares    7,782.101

8.   Price of Derivative Security (Instr. 5)
     $12.85

9.   Number of Derivative Securities Beneficially Owned at End of Month
     (Instr. 4)
     7,782.101

10.  Ownership Form of Derivative Security: Direct (D) or Indirect (I)
     (Instr. 4)
     (D)

11.  Nature of Indirect Beneficial Ownership (Instr. 4)


Explanation of Responses:
(1)   Deferred Stock Units  were  accrued  under the Company's Director Deferred
Stock Purchase Plan. 1,945.525 shares are subject to forfeiture until the Annual
Meeting of the Company's Stockholders to be held in 2005.


                                     /s/ Michael G. Wooldridge           8-09-02
                                     **Signature of Reporting Person       Date
                                     Michael G. Wooldridge for
                                     Georgia Nelson by Power of Attorney

**Intentional  misstatements or omissions of facts  constitute  Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually  signed.  If
space provided is insufficient, see Instruction 6 for procedure.