SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NATALICIO DIANA S

(Last)

(First)

(Middle)

2525 STEMMONS FREEWAY

(Street)

DALLAS

75207

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRINITY INDUSTRIES INC [ NYSE/TRN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2006		M		14,115	A	$17.0667	19,365	D
Common Stock	06/30/2006		M		7,500	A	$22	26,865	D
Common Stock	06/30/2006		M		7,500	A	$28.625	34,365	D
Common Stock	06/30/2006		S		29,115	D	$38.0967	5,250⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Trinity Phantom Stock Units	$0⁽¹⁾	06/30/2006		A		390		⁽¹⁾	⁽¹⁾	Common Stock	390	$40.4	26,856⁽²⁾	D
Stock Option (right to buy)	$17.0667⁽⁴⁾	06/30/2006		M			14,115	03/13/1997	03/13/2007	Common Stock	14,115⁽⁴⁾	$0	0	D
Stock Option (right to buy)	$22⁽⁵⁾	06/30/2006		M			7,500	07/16/1997	07/16/2007	Common Stock	7,500⁽⁵⁾	$0	0	D
Stock Option (right to buy)	$28.625⁽⁶⁾	06/30/2006		M			7,500	07/17/1998	07/17/2008	Common Stock	7,500⁽⁶⁾	$0	0	D

Explanation of Responses:

1. The Trinity Phantom Stock Units were accrued under the Trinity Industries, Inc. Deferred Plan for Directors Fees. Stock units are converted at "1 - for - 1" (a rate of one stock unit per one share of Trinity common stock). Settlement of the account will be in cash after the reporting person's retirement.

2. On May 26, 2006, the common stock of Trinity Industries, Inc. split 3-for-2, resulting in the reporting person's ownership of 8,822 Additional Stock Units.

3. On May 26, 2006, the common stock of Trinity Industries, Inc. split 3-for-2, resulting in the reporting person's ownership of 1,750 additional shares of common stock.

4. This option was previously reported as covering 9,410 shares at an exercise price of $25.60 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.

5. This option was previously reported as covering 5,000 shares at an exercise price of $33.00 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.

6. This option was previously reported as covering 5,000 shares at an exercise price of $42.9375 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.

Remarks:

	Michael G. Fortado For: Diana S. Natalicio	07/05/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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