TRINITY INDUSTRIES INC — Director's Dealing 2004

Dec 17, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINITY INDUSTRIES INC (NYSE/TRN)
CIK: 0000099780
Period of Report: 2004-12-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-15	Common Stock	M	11666	$18.95	Acquired	86389	Direct
2004-12-15	Common Stock	M	13333	$21.71	Acquired	99722	Direct
2004-12-15	Common Stock	M	7240	$17.00	Acquired	106962	Direct
2004-12-15	Common Stock	S	50949	$33.10	Disposed	56013	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-15	Employee Stock Option (right to buy)	$18.95	M	11666	Disposed		Common Stock (11666)	Direct
2004-12-15	Employee Stock Option (right to buy)	$21.71	M	13333	Disposed		Common Stock (13333)	Direct
2004-12-15	Employee Stock Option (right to buy)	$17.00	M	7240	Disposed		Common Stock (7240)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2868	Indirect

Footnotes

F1: Option Term is Ten Years. Options vest over 3 years at thirty three and one third (33.33%) percent per year beginning on the first anniversary of the grant date.

F2: Option Term is Ten Years. Options vest over 5 years at twenty (20%) percent per year beginning on the first anniversary of the grant date.