TRINITY INDUSTRIES INC — Director's Dealing 2004

Dec 28, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINITY INDUSTRIES INC (NYSE/TRN)
CIK: 0000099780
Period of Report: 2004-12-27

Reporting Person: WALLACE TIMOTHY R (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-27	Common Stock	M	15930	$25.11	Acquired	350334	Direct
2004-12-27	Common Stock	M	4419	$23.00	Acquired	354753	Direct
2004-12-27	Common Stock	M	5277	$18.95	Acquired	360030	Direct
2004-12-27	Common Stock	F	17851	$33.70	Disposed	342179	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-27	Employee Stock Option (right to buy)	$25.11	M	15930	Disposed	2007-03-21	Common Stock (15930)	Direct
2004-12-27	Employee Stock Option (right to buy)	$23.00	M	4419	Disposed	2010-04-03	Common Stock (4419)	Direct
2004-12-27	Employee Stock Option (right to buy)	$18.95	M	5277	Disposed	2011-04-02	Common Stock (5277)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	91063	Indirect
Common Stock	38459	Indirect
Common Stock	1166	Indirect

Footnotes

F1: Option Term is Ten Years. Options vest over 5 years at twenty percent (20%) per year beginning on the first anniversary of the grant date.

F2: Option Term is Ten Years. Options vest over 3 years at thrity-three & one-third percent (33 1/3%) per year beginning on the first anniversary of the grant date.