8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2004

TRINITY INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 1-6903
(Commission File Number) 75-0225040
(I.R.S. Employer
Identification No.)

2525 Stemmons Freeway
Dallas, Texas
(Address of principal
executive offices) 75207-2401
(Zip Code)

Registrant’s telephone number, including area code: (214) 631-4420

Not Applicable
(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
Press Release.

Item 5. Other Events.

     On February 27, 2004, Trinity Industries, Inc. announced that it is proposing to make, subject to market and other conditions, an offering of up to $300 million aggregate principal amount of senior notes due 2014 in a private offering. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference under Item 5.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

99.1 Press Release dated February 27, 2004.

* * * * *

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TRINITY INDUSTRIES, INC.
By:	/s/ Michael G. Fortado
	Michael G. Fortado
	Vice President and Secretary

Date: February 27, 2004

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated February 27, 2004.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Media Contact:	Investor Contact:
Nancy Farrar	Neil Shoop
Farrar Public Relations	Treasurer
817/937-1557	214/589-8561

FOR IMMEDIATE RELEASE

TRINITY INDUSTRIES ANNOUNCES PROPOSED PRIVATE OFFERING
OF $300 MILLION OF SENIOR NOTES

     DALLAS — February 27, 2004 — Trinity Industries, Inc. (NYSE:TRN) today announced that it is proposing to make, subject to market and other conditions, an offering of up to $300 million aggregate principal amount of senior notes due 2014 in a private offering. Trinity intends to apply the net proceeds of the offering to repay indebtedness outstanding under its existing credit facility and for general corporate purposes, including, among others, to make capital expenditures in strategic manufacturing facilities and fund working capital requirements of its railcar manufacturing operations.

     The notes have not been registered under the Securities Act of 1933 or any state securities laws. Unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

     Trinity Industries, Inc., with headquarters in Dallas, Texas is one of the nation’s leading diversified industrial companies. Trinity reports five principal business segments: the Rail Group, the Railcar Leasing and Management Services Group, the Inland Barge Group, the Construction Products Group and the Industrial Products Group. Trinity’s web site may be accessed at www.trin.net.

     This news release contains “forward looking statements” as defined by the Private Securities Litigation Reform Act of 1995 and includes statements as to expectations, beliefs and future financial performance, or assumptions underlying or concerning matters herein. These statements that are not historical facts are forward looking. Readers are directed to Trinity’s Form 10-K and other SEC filings for a description of certain of the business issues and risks, a change in any of which could cause actual results or outcomes to differ materially from those expressed in the forward looking statements. Any forward looking statement speaks only as of the date on which such statement is made. Trinity undertakes no obligation to update any forward looking statement or statements to reflect events or circumstances after the date on which such statement is made.

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