Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  McWhirter William A
2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2005
3. Issuer Name and Ticker or Trading Symbol
TRINITY INDUSTRIES INC [NYSE/TRN]
(Last)
(First)
(Middle)
2525 STEMMONS FREEWAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & CFO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75207
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 357
I
401(k) Plan
Common Stock 45,022
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Trinity Stock Units   (1)   (1) Common Stock 4,098 $ (1) I by Trust
Employee Stock Option (right to buy)   (3) 03/12/2008 Common Stock 1,000 $ 53 D  
Employee Stock Option (right to buy)   (3) 12/07/2008 Common Stock 3,000 $ 39.3125 D  
Employee Stock Option (right to buy)   (3) 10/29/2009 Common Stock 8,000 $ 29.4375 D  
Employee Stock Option (right to buy)   (4) 05/09/2012 Common Stock 6,665 $ 21.71 D  
Employee Stock Option (right to buy)   (2) 05/29/2013 Common Stock 14,400 $ 17 D  
Employee Stock Option (right to buy)   (2) 05/10/2014 Common Stock 15,000 $ 28.41 D  
Restricted Stock Units   (5)   (5) Common Stock 5,000 $ (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McWhirter William A
2525 STEMMONS FREEWAY
DALLAS, TX 75207
      VP & CFO  

Signatures

William A. McWhirter 03/15/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Trinity Stock Units were accrued under the Trinity Industries, Inc. Supplemental Profit Sharing Plan and will be settled upon the reporting person's retirement or other termination of service or earlier for in service distributions under limited circumstances as provided by the plan. Stock Units convert at a ratio of 1 to 1.
(2) 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.
(3) Option Term is Ten Years. Options vest over 4 years at twenty-five percent (25%) per year beginning on the first anniversary of the grant date.
(4) Option Term is Ten Years. Options vest over 3 years at thirty-three & one-third percent (33 1/3%) per year beginning on the first anniversary of the grant date.
(5) 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 by 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.

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