TRINITY INDUSTRIES INC — Director's Dealing 2003

Dec 24, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINITY INDUSTRIES INC (NYSE/TRN)
CIK: 0000099780
Period of Report: 2003-12-23

Reporting Person: IVY JIM S (Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-23	Common Stock	M	23334	$18.95	Acquired	82534	Direct
2003-12-23	Common Stock	S	23334	$31.0455	Disposed	59200	Direct
2003-12-23	Common Stock	M	13336	$21.71	Acquired	72536	Direct
2003-12-23	Common Stock	S	13336	$31.0455	Disposed	59200	Direct
2003-12-23	Common Stock	M	30000	$23.00	Acquired	89200	Direct
2003-12-23	Common Stock	S	30000	$31.0455	Disposed	59200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-23	Employee Stock Option (right to buy)	$18.95	M	23334	Disposed	2011-04-02	Common Stock (23334)	Direct
2003-12-23	Employee Stock Option (right to buy)	$21.71	M	13336	Disposed	2012-05-09	Common Stock (13336)	Direct
2003-12-23	Employee Stock Option (right to buy)	$23.00	M	30000	Disposed	2010-04-03	Common Stock (30000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2507	Indirect

Footnotes

F1: Option Term is Ten Years. Options vest over 3 years at thirty-three and one-third percent (33 1/3%) per year beginning on the first anniversary of the grant date. See Item 2 for exercise price.