EXHIBIT 10.18.2

                               AMENDMENT NO. 2 TO
                            WAREHOUSE LOAN AGREEMENT

         AMENDMENT NO. 2 TO WAREHOUSE LOAN AGREEMENT, dated as of July 29, 2003
(this "Amendment"), is entered into by and among TRINITY INDUSTRIES LEASING
COMPANY, a Delaware corporation (the "Manager"), TRINITY RAIL LEASING TRUST II,
a Delaware business trust (the "Borrower"), each Lender party to the Agreement
referenced below, and CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, as Agent for
the Lenders (in such capacity, the "Agent"). Capitalized terms used but not
defined herein have the meaning set forth in the Agreement referred to below.

                                    RECITALS:

         WHEREAS, the Manager, the Borrower, the Lenders and the Agent are
parties to that certain Warehouse Loan Agreement dated as of June 27, 2002 (as
amended, supplemented, amended and restated or otherwise modified from time to
time, the "Agreement");

         WHEREAS, the parties hereto desire to amend the Agreement as
hereinafter set forth.

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                   AMENDMENT:

1.       The definition of "Revolving Termination Date" is hereby amended by
deleting "July 31, 2003" occurring therein and by inserting in its place "August
29, 2003".

                                 MISCELLANEOUS:

1.       Effectiveness. This Amendment becomes effective on the date on which
the Agent has received executed signature pages of each party to this Amendment
(including each Lender).

2.       Representations and Warranties. The Manager and the Borrower each
represent and warrant that its respective representations and warranties
contained in Article V of the Agreement are true and correct on and as of the
date of this Amendment as though made on and as of such date, except to the
extent that such representations and warranties expressly relate to an earlier
date.

3.       Effect of Amendment. All provisions of the Agreement, as expressly
amended and modified by this Amendment, shall remain in full force and effect.
After this Amendment becomes effective, all references in the Agreement (or in
any other Transaction Document) to the Agreement shall be deemed to be
references to the Agreement as amended hereby.

4.       Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute but one and the same instrument.



5.       Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York.

6.       Section Headings. The various headings of this Amendment are included
for convenience only and shall not affect the meaning or interpretation of this
Amendment, the Agreement or any provision hereof or thereof.

                            [SIGNATURE PAGES FOLLOW]

                                      -2-


         IN WITNESS WHEREOF, the parties have executed this Amendment on the
date first written above.

                                          TRINITY INDUSTRIES LEASING
                                          COMPANY

                                          By: __________________________________
                                              Name:
                                              Title:

                                          TRINITY RAIL LEASING TRUST II

                                          By: __________________________________
                                              Name:
                                              Title:

                                       S-1


                                          CREDIT SUISSE FIRST BOSTON,
                                          NEW YORK BRANCH
                                            as Agent and as a Committed Lender

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          GRAMERCY CAPITAL CORPORATION, as a
                                          Conduit Lender

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          GREENWICH FUNDING CORPORATION, as
                                          a Conduit Lender

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                          ALPINE SECURITIZATION CORP, as a
                                          Conduit Lender

                                          By: __________________________________
                                              Name:
                                              Title:

                                          By: __________________________________
                                              Name:
                                              Title:

                                      S-2



                                          WACHOVIA BANK, NATIONAL
                                          ASSOCIATION, as a Committed Lender

                                          By: __________________________________
                                              Name:
                                              Title:

                                          VARIABLE FUNDING CAPITAL
                                          CORPORATION, as a Conduit Lender

                                          By: WACHOVIA SECURITIES, INC., as
                                              attorney-in-fact

                                          By: __________________________________
                                              Name:
                                              Title:

                                      S-3