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: ADAMS JOHN L (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-15	Common Stock	M	39723	$18.95	Acquired	179720	Direct
2004-12-15	Common Stock	M	18338	$21.71	Acquired	198058	Direct
2004-12-15	Common Stock	M	10000	$17.00	Acquired	208058	Direct
2004-12-15	Common Stock	S	68061	$33.0186	Disposed	139997	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	39723	Disposed		Common Stock (39723)	Direct
2004-12-15	Employee Stock Option (Right to Buy)	$21.71	M	18338	Disposed		Common Stock (18338)	Direct
2004-12-15	Employee Stock Option (Right to Buy)	$17.00	M	10000	Disposed		Common Stock (10000)	Direct

Footnotes

F1: Option Term is Ten Years. Options vest over 3 years at thirty three and one third (33.333%) 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.