TRINITY INDUSTRIES INC — Director's Dealing 2005

May 11, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRINITY INDUSTRIES INC (NYSE/TRN)
CIK: 0000099780
Period of Report: 2005-05-09

Reporting Person: McWhirter William A (VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-09	Common Stock	M	3000	—	Acquired	47676	Direct
2005-05-09	Common Stock	F	1154	$26.97	Disposed	46522	Direct
2005-05-09	Common Stock	A	19250	—	Acquired	65772	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-09	Employee Stock Option (right to buy)	$26.91	A	12000	Acquired	2015-05-09	Common Stock (12000)	Direct
2005-05-09	Restricted Stock Units	$0	M	3000	Disposed		Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	379	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.

F2: 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 or later if elected by grantee.