TRINITY INDUSTRIES INC — Director's Dealing 2005

Nov 28, 2005

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TRINITY INDUSTRIES INC (NYSE/TRN)
CIK: 0000099780
Period of Report: 2005-11-21

Reporting Person: Graham Martin (President Trinity Freightcar)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	41993	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$0		Common Stock (1400)		Direct
Employee Stock Option (right to buy)	$17.00	2013-05-29	Common Stock (14040)		Direct
Employee Stock Option (right to buy)	$28.41	2014-05-10	Common Stock (8000)		Direct
Employee Stock Option (right to buy)	$26.91	2015-05-09	Common Stock (7800)		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 5th anniversary date of the grant. Distribution is 1 for 1 in Trinity Stock on each vesting date.

F2: 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.