TRINITY INDUSTRIES INC — Director's Dealing 2003

Dec 16, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINITY INDUSTRIES INC (NYSE/TRN)
CIK: 0000099780
Period of Report: 2003-12-15

Reporting Person: LEE JOHN M (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-12-15	Common Stock	M	6274	$27.50	Acquired	28804	Direct
2003-12-15	Common Stock	S	6274	$30.50	Disposed	22530	Direct
2003-12-15	Common Stock	M	449	$29.89	Acquired	22979	Direct
2003-12-15	Commson Stock	S	449	$30.50	Disposed	22530	Direct
2003-12-16	Common Stock	M	627	$30.68	Acquired	23157	Direct
2003-12-16	Common Stock	S	627	$31.00	Disposed	22530	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-12-15	Trinity Stock Units	$0	A	2	Acquired		Common Stock (2)	Indirect
2003-12-15	Employee Stock Option (right to buy)	$27.50	M	6274	Disposed	2004-04-25	Common Stock (6274)	Direct
2003-12-15	Employee Stock Option (right to buy)	$29.89	M	449	Disposed	2004-04-25	Common Stock (449)	Direct
2003-12-16	Employee Stock Option (right to buy)	$30.68	M	627	Disposed	2004-04-25	Common Stock (627)	Direct

Footnotes

F1: The Trinity Stock Units were accrued under the Trinity Industries, Inc. Supplemental Profit Sharing Plan and will be settled upon the reporting person's retirement or other termination of service or earlier for in service distributions under limited circumstances as provided by the plan. Stock Units convert at a ratio of 1 to 1. The data in columns 2 and 6 are for filing format purposes only.

F2: Option Term is Ten Years. Options vest over 8 years at twelve and one-half percent (12 1/2%) per year beginning on the first anniversary of the grant date. See Item 2 for exercise price.