EXHIBIT 99.4


                                      TRW'S
                     EARNINGS RELEASE CONFERENCE CALL NOTES
                             THURSDAY, JULY 25, 2002


Thank you John and Good Morning,

Our construction products group continues to be our strongest performer. We are
fortunate to have a relatively steady demand for the majority of our products in
this group and we are pleased with our performance. Certain types of steel are
currently in short supply and during the 2nd quarter, our highway guardrail
business was challenged to maintain a consistent supply. Steel pricing has also
been a challenge for us. Our costs during the 2nd quarter increased and it
affected our guard rail profits by approximately $1.5 million. As we look to the
future, we have a nice backlog of orders and we are optimistic we will have the
steel to support our needs.

Our barge group has been highly focused on maintaining production while
continuing to investigate barge corrosion issues. I'll provide more details on
the barge corrosion issue at the end of our conference call. Our backlog for
barges at this time is very close to where it was at our last conference call -
at approximately 400 barges. Our hopper barge backlog is extended through the
lst quarter of next year with our tank barges running through the end of the
year.

Our industrial products group's operating efficiency continues to improve. As
Jim mentioned, it is unfortunate that we had one of our major customer's file
bankruptcy. The demand for LPG tanks in the U.S. was very light during the 2nd
quarter. This is normally our slowest time of the year. During July, we've seen
a pick-up in demand and we are hopeful the slowest part of the season is behind
us. The demand for LPG tanks in Mexico dramatically improved and we are
increasing our production of tanks for the Mexican market. We are continuing to
consolidate our industrial products businesses and install updated equipment
which should continue to lower our costs. We expect to enhance our overall
competitiveness in this business group with the initiatives we are putting in
place.

Our European rail business continued to book orders during the 2nd quarter and
our backlog has increased 25% to 2370 units. We shipped 480 units this past
quarter. We are implementing our plans for consolidating our European
operations. We are in the process of preparing for closing our facility in
England and we are very close to completing the sale of one Romanian facility
which specializes in refurbishing rail equipment rather than new construction.
This will consolidate our European rail production into our newly updated
Romanian plant and the Czech Republic facility we obtained in our merger with
Thrall. As we wind down our production in England and transfer it to the Czech
Republic plant, we will have a short-term step-up in deliveries and
profitability. This should improve our European profit picture for the balance
of the year. This step-up in deliveries is a one-time event and we do not expect
to be able to maintain this level of profitability. Our European shipments will
increase up to 800 units per quarter through the end of the year. As we get
closer to the end of the year, we will have a better view of the demand for 2003
and will be able to provide a projection of our shipments at this time. It's too
early at this time to make a prediction. I'm pleased with our progress we are
making with our European consolidation program.





Trinity's North American rail group continues to be in a very competitive
market. The majority of the major integration issues with Thrall are now behind
us. I'm pleased with our progress and we are starting to see some benefits. We
booked some nice business during the 2nd quarter. One of the orders we received
was for 600 tank cars. This is an ideal base load type of order. Since the first
of February, we have experienced a steady demand for tank cars and I see this as
a bright spot in this area of our business. A large portion of the tank car
orders are for leased equipment. 70% of the total cars which went into our lease
fleet during the 2nd quarter were tank cars. Our leasing business is playing a
very important role in our ability to continue to remain competitive in the U.S.
railcar market.

During the 2nd quarter, we shipped approximately 960 railcars. 60% of our
shipments were leased equipment. Our product shipments were split evenly between
freight and tank cars. During the 3rd quarter, we are increasing our shipments
back to a level comparable to the lst quarter. We expect to ship between 1200 to
1300 railcars during the 3rd quarter. 60% of the 3rd quarter shipments will be
leased equipment. The new financing structure which John referred to earlier is
very timely for us.

Our backlog in North America was 3100 units at the end of the 2nd quarter. This
is 140% higher than it was at the end of the lst quarter. The railcar orders for
the 3rd quarter are very strong. We've had customers verbally confirm orders for
approximately 1650 railcars since the first of July. This is twice the number of
railcars we sold for the entire lst quarter and 60% of what we sold for the 2nd
quarter. We received one order for coal cars of 1100 units. We will start
shipping the coal cars from our Georgia facility late in the 4th quarter. The
majority of this order will ship in 2003.

The North American rail car industry demand is still very difficult to predict.
As you can see, industry order levels this past quarter were substantially
higher than they were in the previous quarter. The orders may continue to come
in peaks and valleys for a while.

Our customers who are purchasing railcars right now are making some very good
purchases. The pricing on rail equipment continues to be at a base load pricing
level. On the positive side, we are placing a lot of low cost assets in our
lease fleet. Long term, this helps position our leasing business as a low cost
provider of high quality assets. 70% of our backlog is committed to our leasing
business. The average age of our lease fleet remains at 5 years. We have a very
modern lease fleet. Our average remaining lease term is 6.2 years.

During the past quarter, we have booked some nice business in our rail
management group. Trinity Rail Management provides fleet management services to
other major railcar fleet owners. By consolidating rail management services
under one organization, our customers are able to leverage off the size of our
fleet, our systems and our fleet management expertise. This is a fee-based
business and provides unique synergy opportunities. Most of the fleet owners are
also customers of Trinity in other areas of our business. During the 2nd
quarter, we signed three new rail management contracts which total 23,000
railcars. We now have a sufficient volume of railcars under contract to attract
other large fleets. We currently have 74,000 cars in the fleet we manage for 3rd
parties and ourselves. We expect our rail management business to continue to
grow.





I continue to mention in each of our conference calls, the fact that the U.S.
rail fleet is getting older. There are over 770,000 cars in excess of 20 years
old and this is an opportunity pool for us. Long-term, I believe the industry
demand will be driven by replacement of the aging cars.

I'll close with a short success story which provides a quick view of how our
vision is starting to take shape in the rail area of our business.

This month, we are starting to ship from our Monclova, Mexico plant, a new jumbo
hopper car. This car was designed and built to serve a niche grain market. We
saw a new demand surfacing for railcars to transport grain which serves the
ethanol market. We now have firm orders for this car which extend through
January 2003. This is an example of how our strategy is starting to come
together. We have developed a new model for a specific market - produced it at
our low cost facility and we are introducing it to the market through our
leasing business. I'm getting excited as I watch our newly integrated group come
together. Trinity's potential is incredible and our people are primed for the
challenges. It's fortunate that our other manufacturing groups have been able to
provide the cash flow to support our rail integration program.

At this time, I'll turn it back over to Neil so we can answer any questions
which people may have.