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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BIEGLER DAVID W

(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)
12/12/2006

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	12/12/2006		M		7,500	A	$22	9,900⁽¹⁾	D
Common Stock	12/12/2006		S		7,500	D	$37.28	2,400	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)
Restricted Stock Units	$0							⁽²⁾	⁽²⁾	Common Stock	5,250⁽³⁾		5,250	D
Stock Option (right to buy)	$22⁽⁷⁾	12/12/2006		M			7,500	⁽⁴⁾	07/16/2007	Common Stock	7,500⁽⁷⁾	$0	0	D
Stock Option (right to buy)	$28.625⁽⁸⁾							⁽⁵⁾	07/17/2008	Common Stock	7,500⁽⁸⁾		7,500	D
Stock Option (right to buy)	$22.125⁽⁹⁾							⁽⁶⁾	07/21/2009	Common Stock	7,500⁽⁹⁾		7,500	D
Stock Option (right to buy)	$15.3333⁽¹⁰⁾							⁽⁶⁾	04/03/2010	Common Stock	7,500⁽¹⁰⁾		7,500	D
Stock Option (right to buy)	$12.6333⁽¹¹⁾							⁽⁶⁾	04/02/2011	Common Stock	7,500⁽¹¹⁾		7,500	D
Stock Option (right to buy)	$14.3⁽¹²⁾							⁽⁶⁾	05/13/2012	Common Stock	7,500⁽¹²⁾		7,500	D
Stock Option (right to buy)	$11.3333⁽¹³⁾							⁽⁶⁾	05/29/2013	Common Stock	7,500⁽¹³⁾		7,500	D
Stock Option (right to buy)	$18.94⁽¹⁴⁾							⁽⁶⁾	05/10/2014	Common Stock	3,750⁽¹⁴⁾		3,750	D
Stock Option (right to buy)	$17.94⁽¹⁵⁾							⁽⁶⁾	05/09/2015	Common Stock	3,750⁽¹⁵⁾		3,750	D

Explanation of Responses:

1. On May 26, 2006, the common stock of Trinity Industries, Inc. split 3-for-2, resulting in the reporting person's ownership of 800 additional shares of common stock.

2. Restricted Stock Units granted pursuant to Trinity Industries, Inc. Stock Option & Incentive Plan. Distribution is 1 for 1 in Trinity Stock after Director's termination.

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 restricted stock units.

4. 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.

5. Option Term is Ten Years. Options vest 50% on grant date and 50% on the first anniversary of the grant date.

6. Option Term is Ten Years. Options vest on the grant date.

7. 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.

8. 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.

9. This option was previously reported as covering 5,000 shares at an exercise price of $33.1875 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.

10. This option was previously reported as covering 5,000 shares at an exercise price of $23.00 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.

11. This option was previously reported as covering 5,000 shares at an exercise price of $18.95 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.

12. This option was previously reported as covering 5,000 shares at an exercise price of $21.45 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.

13. This option was previously reported as covering 5,000 shares at an exercise price of $17.00 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.

14. This option was previously reported as covering 2,500 shares at an exercise price of $28.41 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.

15. This option was previously reported as covering 2,500 shares at an exercise price of $26.91 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.

Remarks:

	Michael G. Fortado For: David W. Biegler	12/12/2006
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.