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: RICE S THEIS (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-11	Common Stock	A	8500	—	Acquired	22421	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-10	Employee Stock Option (right to buy)	$28.41	A	5500	Acquired	2014-05-10	Common Stock (5500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	602	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.