TRINITY INDUSTRIES INC — Director's Dealing 2004

Dec 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINITY INDUSTRIES INC (NYSE/TRN)
CIK: 0000099780
Period of Report: 2004-12-14

Reporting Person: DUCHOSSOIS CRAIG J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-14	Common Stock	S	4000000	$32.25	Disposed	3150000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	600000	Indirect
Common Stock	500000	Indirect
Common Stock	150	Direct

Footnotes

F1: Thrall Investment Company, L.L.C. ("TIC") is the record owner of 3,150,000 shares; Thrall Car Management Company, Inc. ("TCMC") is the record owner of 600,000 shares; and Thrall Investment Company II, L.L.C. ("TIC II") is the record owner of 500,000 shares. Mr. Duchossois is an operating board member and executive officer of TIC and TIC II, and a director and executive officer of TCMC, and has the ability to vote a majority of the voting interests in each of TIC, TIC II and TCMC. Mr. Duchossois disclaims beneficial ownership of all shares held by TIC, TIC II and TCMC, except with respect to the pecuniary interest in such shares attributed to him by virtue of his direct or indirect equity interest in TIC, TIC II and TCMC.