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UNITED
STATES
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OMB APPROVAL |
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SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB
Number:3235-0101
Expires:December
31, 2009
Estimated
average burden
hours
per response 2.00
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FORM 144
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SEC
USE ONLY
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NOTICE
OF PROPOSED SALE OF SECURITIES
PURSUANT
TO RULE 144 UNDER THE SECURITIES ACT OF 1933
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DOCUMENT
SEQUENCE NO.
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CUSIP
NUMBER
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WORK
LOCATION
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ATTENTION:
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Transmit for filing 3 copies
of this form concurrently with either placing an order with a broker to
execute sale
or
executing a sale directly with a market
maker.
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1
(a) NAME OF
ISSUER (Please type or
print)
WORTHINGTON
INDUSTRIES, INC.
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(b) IRS IDENT.
NO.
31-1189815
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(c) S.E.C. FILE
NO.
1-8399
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1
(d) ADDRESS OF
ISSUER STREET CITY
STATE ZIP
CODE
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(e) TELEPHONE
NO.
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200
OLD WILSON BRIDGE
ROAD COLUMBUS
OH 43085
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AREA
CODE
614
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NUMBER
840-3210
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2
(a) NAME OF
PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD
THE
ESTATE OF JOHN H. McCONNELL
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(b) RELATIONSHIP
TO
ISSUER
AFFILIATE
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(c) ADDRESS
STREET CITY STATE ZIP
CODE
200
OLD WILSON BRIDGE RD., COLUMBUS, OH
43085
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3
(a)
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(b)
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SEC
USE ONLY
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(c)
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(d)
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(e)
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(f)
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(g)
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Title
of the
Class
of
Securities
To
Be Sold
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Name
and Address of Each Broker Through Whom the
Securities
are to be Offered or Each Market Maker
who
is Acquiring the Securities
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Broker-Dealer
File
Number
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Number
of Shares
or
Other Units
To
Be Sold
(See
instr. 3(c))
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Aggregate
Market
Value
(See
instr. 3(d))
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Number
of Shares
or
Other Units
Outstanding
(See
instr. 3(e))
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Approximate
Date
of Sale
(See
instr. 3(f))
(MO. DAY YR.)
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Name
of Each
Securities
Exchange
(See
instr. 3(g))
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Common
Shares
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Huntington
Investment Company
Huntington
Center
41
South High Street, 2nd Floor
Mail
Code HC0220
Columbus,
OH 43215-6101
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1,200,000
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$18,924,000
(This
amount is based on the closing price of the common shares on 9-28-2009,
which was $15.77)
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79,093,744
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10-02-2009
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NYSE
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INSTRUCTIONS:
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3.
(a) Title of the class of securities to be sold
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1.
(a) Name of issuer
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(b) Name and address of each
broker through whom the securities are intended to be
sold
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(b) Issuer’s I.R.S. Identification
Number
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(c) Number of shares or other
units to be sold (if debt securities, give the aggregate face
amount)
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(c) Issuer’s S.E.C. file number,
if any
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(d) Aggregate market value of
the securities to be sold as of a specified date within 10 days prior to
the filing of this notice
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(d) Issuer’s address, including
zip code
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(e) Number of shares or other
units of the class outstanding, or if debt securities the face amount
thereof outstanding, as
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(e) Issuer’s telephone number,
including area code
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shown by the most recent report
or statement published by the issuer
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(f) Approximate date on which
the securities are to be sold
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2.
(a) Name of person for whose account the securities are to be
sold
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(g) Name of each securities
exchange, if any, on which the securities are intended to be
sold
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(b) Such person’s relationship to
the issuer (e.g., officer, director, 10% stockholder, or member of
immediate family of any of the foregoing)
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(c) Such person’s address,
including zip code
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Title
of
the
Class
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Date
you
Acquired
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Nature
of Acquisition Transaction
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Name
of Person from Whom Acquired
(If
gift, also give date donor acquired)
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Amount
of
Securities
Acquired
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Date
of
Payment
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Nature
of Payment
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Common
shares
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04-25-2008
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On
4-25-2008, John H. McConnell
passed
away and 1,642,600 common
shares
went into the Estate of
John
H. McConnell
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John
H. McConnell
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1,642,600
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None
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None
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| INSTRUCTIONS: |
If
the securities were purchased and full payment therefor was not made in
cash at the time of purchase, explain in the table or in a note thereto
the nature of the consideration given. If the consideration consisted of
any note or other obligation, or if payment was made in installments
describe the arrangement and state when the note or other obligation was
discharged in full or the last installment paid.
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Name
and Address of Seller
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Title
of Securities Sold
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Date
of Sale
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Amount
of
Securities
Sold
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Gross
Proceeds
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None
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INSTRUCTIONS:
See
the definition of “person” in paragraph (a) of Rule 144. Information is to
be given not only as to the person for whose account the securities are to
be sold but also as to all other persons included in that definition. In
addition, information shall be given as to sales by all persons whose
sales are required by paragraph (e) of Rule 144 to be aggregated with
sales for the account of the person filing this notice.
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ATTENTION:
The
person for whose account the securities to which this notice relates are
to be sold hereby represents by signing this notice that he does not know
any material adverse information in regard to the current and prospective
operations of the Issuer of the securities to be sold which has not been
publicly disclosed. If each person has adopted a written
trading plan or given trading instructions to satisfy Rule 10b5-1 under
the Exchange Act, by signing the form and indicating the date that the
plan was adopted or the instruction given, that person makes such
representation as of the plan adoption or instruction
date.
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_______________9-30-2009___________________________________
DATE OF
NOTICE
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The
Estate of John H. McConnell
/s/John P. McConnell
John
P. McConnell, as co-executor
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/s/Daniel
Minor
Daniel
Minor, as co-executor
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__________________________________________________
DATE
OF PLAN ADOPTION OR GIVING OF INSTRUCTION,
IF RELYING ON RULE
10B5-1
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The notice shall be signed
by the person for whose account the securities are to be
sold. At least one
copy
of the notice shall be manually signed. Any copies not manually
signed shall bear typed o printed
signatures.
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ATTENTION: Intentional
misstatements or omission of facts constitute Federal Criminal Violations
(See 18 U.S.C. 1001)
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