TRINITY INDUSTRIES INC — Director's Dealing 2004

May 11, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINITY INDUSTRIES INC (NYSE/TRN)
CIK: 0000099780
Period of Report: 2004-05-10

Reporting Person: NATALICIO DIANA S (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-10	Stock Option (right to buy)	$28.41	A	2500	Acquired	2014-05-10	Common Stock (2500)	Direct
2004-05-11	Trinity Stock Units	$0	A	1000	Acquired		Common Stock (1000)	Direct

Footnotes

F1: Restricted Stock Units granted pursuant to Trinity Industries, Inc. Stock Option & Incentive Plan. Units vest in varying percentages beginning on the 3rd anniversary date of the grant wtih 100% vesting on the 8th anniversary date of the grant. Distribution is 1 for 1 in Trinity Stock on each vesting date or later if elected by grantee.