8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of The
Securities and Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 5, 2004

TRINITY INDUSTRIES, INC.

Delaware
(State of incorporation) 1-6903
(Commission File No.) 75-0225040
(IRS 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

TABLE OF CONTENTS

	Item 9. Regulation FD Disclosure
	Item 12. Results of Operations and Financial Condition
SIGNATURE
EXHIBIT INDEX
News Release
Conference Call Script of Neil O. Shoop
Conference Call Script of John L. Adams
Conference Call Script of Timothy R. Wallace
Conference Call Script of D. Stephen Menzies
Conference Call Script of Jim S. Ivy

Item 9. Regulation FD Disclosure
Item 12. Results of Operations and Financial Condition

     The following information is furnished pursuant to both Item 9 and Item 12.

     The Registrant hereby furnishes the information set forth in its News Release, dated August 4, 2004 announcing operating results for the second quarter of 2004, a copy of which is furnished as exhibit 99.1 and incorporated herein by reference. On August 5, 2004 the Registrant held a conference call and web cast with respect to its financial results for the second quarter of 2004. The conference call scripts of Neil O. Shoop, Treasurer, John L. Adams, Executive Vice President, Timothy R. Wallace, Chairman, President and Chief Executive Officer, D. Stephen Menzies, President of Trinity Industries Leasing Company, and Jim S. Ivy, Senior Vice President and Chief Financial Officer are furnished as exhibits 99.2, 99.3, 99.4, 99.5 and 99.6 respectively, and incorporated herein by reference. This information is not “filed” pursuant to the Securities and Exchange Act and is not incorporated by reference into any Securities Act registration statements. Additionally, the submissions of this report on Form 8-K is not an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.

SIGNATURE

     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 hereunto duly authorized.

		TRINITY INDUSTRIES, INC.
	By:	/s/ Michael G. Fortado
		Michael G. Fortado
		Vice President and Secretary
Date: August 5, 2004

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
Exhibit 99.1	News Release of Registrant dated August 4, 2004 with respect to the operating results for the first quarter of 2004.
Exhibit 99.2	Conference call script of August 5, 2004 of Neil O. Shoop, Treasurer.
Exhibit 99.3	Conference call script of August 5, 2004 of John L. Adams, Executive Vice President.
Exhibit 99.4	Conference call script of August 5, 2004 of Timothy R. Wallace, Chairman, President and Chief Executive Officer.
Exhibit 99.5	Conference call script of August 5, 2004 of D. Stephen Menzies, President of Trinity Industries Leasing Company.
Exhibit 99.6	Conference call script of August 5, 2004 of Jim S. Ivy, Senior Vice President and Chief Financial Officer.

EX-99.1

NEWS RELEASE	Exhibit 99.1
Media Contact:	Investor Contact:
Nancy Farrar Farrar Public Relations (817)937-1557	Neil Shoop Treasurer (214)589-8561
FOR IMMEDIATE RELEASE

Trinity Industries Reports Net Income for the
Second Quarter of 2004

     DALLAS, TEXAS – August 4, 2004 — Trinity Industries, Inc., (NYSE:TRN) today reported financial results for the second quarter of 2004.

     For the quarter ended June 30, 2004, the company reported a net income of $3.6 million, or 6 cents per diluted share, on revenues of $548.7 million. This compares to a net income of $3.5 million, or 8 cents per diluted share, on revenues of $365.8 million in the second quarter of 2003. The second quarter of 2004 included an after-tax loss provision of $3.1 million (7 cents per diluted share) due to the effect of cost increases in steel and components, primarily on certain barge contracts that will be completed during the remainder of 2004. Results for the second quarter of each year include after-tax gains on the sale of plants of approximately 3 cents per share in 2004 and 4 cents per share in 2003, or $1.6 million in 2004 and $2.0 million in 2003. For the six months ended June 30, 2004, a net loss of $7.2 million was reported, or 19 cents per diluted share, on revenues of $1.0 billion, which compares to a net loss of $11.0 million, or 24 cents per diluted share, on revenues of $654.9 million for the same period last year. The six months ended June 30, 2004, included an after-tax loss provision of $7.9 million (17 cents per diluted share) due to the effect of cost increases in steel and components on certain rail and barge contracts that will be completed during the remainder of 2004 and an after-tax charge of $769,000 (2 cents per diluted share) related to the early retirement of the company’s term debt that was repaid with a portion of the proceeds from the issuance of $300 million senior notes in March.

     “The combined revenues and operating profit for our rail manufacturing and leasing businesses increased year over year 65% and 135%, respectively. Our North American backlog for railcars has grown to 17,500 units, which is an increase of 65% over last year at the end of the second quarter,” said Timothy R. Wallace, Trinity’s Chairman, President, and CEO. “Raw

material cost and availability adversely affected our margins during the quarter and are expected to continue to be an issue going forward, especially in our railcar and barge businesses. By the end of 2004, we expect we will have absorbed approximately $37 million of additional material cost increases that were not passed on to customers due to fixed price barge and rail contracts. Since we are raising our prices on sales orders and negotiating escalation clauses into our sales agreements, our exposure to fixed price contracts diminishes each quarter and is expected to be substantially reduced in 2005.

     “Our Leasing group maintained fleet utilization of over 98% for the quarter and continues to benefit from growth in the fleet. Our Construction Products Group had good revenue growth overall due to recent acquisitions and volume growth in highway guardrail and pipe fittings, but margins suffered due to the effects of wet weather on the concrete and aggregates business and steel price increases on the bridge business,” Wallace said.

     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 http://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.

- TABLES TO FOLLOW -

Trinity Industries, Inc.
Condensed Consolidated Income Statements
(in millions, except per share amounts)

	Three Months
	Ended June 30,
	2004			2003
Revenues	$	548.7		$	365.8
Operating profit	$	14.3		$	10.4
Other expense		8.8			5.6
Income before income taxes		5.5			4.8
Provision for income taxes		1.9			1.3
Net income		3.6			3.5
Dividends on Series B preferred stock		(0.7	)		––
Net income applicable to common shareholders	$	2.9		$	3.5
Net income applicable to common shareholders per common share:
Basic	$	0.06		$	0.08
Diluted	$	0.06		$	0.08
Weighted average number of shares outstanding:
Basic		46.4			45.5
Diluted		47.4			45.6

Trinity Industries, Inc.
Condensed Consolidated Income Statements
(in millions, except per share amounts)

	Six Months
	Ended June 30,
	2004			2003
Revenues	$	1,003.6		$	654.9
Operating profit (loss)	$	7.8		$	(1.0	)
Other expense		18.8			14.2
Loss before income taxes		(11.0	)		(15.2	)
Provision (benefit) for income taxes		(3.8	)		(4.2	)
Net loss		(7.2	)		(11.0	)
Dividends on Series B preferred stock		(1.5	)		––
Net loss applicable to common shareholders	$	(8.7)		$	(11.0)
Net loss applicable to common shareholders per common share:
Basic	$	(0.19	)	$	(0.24	)
Diluted	$	(0.19	)	$	(0.24	)
Weighted average number of shares outstanding:
Basic		46.3			45.5
Diluted		46.3			45.5

Trinity Industries, Inc.
Condensed Segment Data
(in millions)

Revenues:

	Three Months
	Ended June 30,
	2004			2003
Rail Group	$	273.6		$	154.7
Construction Products Group		153.7			132.3
Inland Barge Group		64.1			43.2
Industrial Products Group		35.4			28.5
Railcar Leasing and Management Services Group		71.7			54.3
All Other		8.3			7.7
Eliminations		(58.1	)		(54.9	)
Total revenues	$	548.7		$	365.8

Operating profit (loss):

	Three Months
	Ended June 30,
	2004			2003
Rail Group	$	0.9		$	(6.1	)
Construction Products Group		14.5			15.3
Inland Barge Group		(5.4	)		1.0
Industrial Products Group		3.9			1.6
Railcar Leasing and Management Services Group		14.4			12.6
All Other		(1.6	)		(2.1	)
Corporate		(9.0	)		(8.2	)
Eliminations		(3.4	)		(3.7	)
Consolidated	$	14.3		$	10.4

Trinity Industries, Inc.
Condensed Segment Data
(in millions)

Revenues:

	Six Months
	Ended June 30,
	2004			2003
Rail Group	$	534.5		$	303.8
Construction Products Group		273.8			235.8
Inland Barge Group		107.4			87.3
Industrial Products Group		67.2			57.0
Railcar Leasing and Management Services Group		106.8			82.8
All Other		15.9			15.0
Eliminations		(102.0	)		(126.8	)
Total revenues	$	1,003.6		$	654.9

Operating profit (loss):

	Six Months
	Ended June 30,
	2004			2003
Rail Group	$	(2.7	)	$	(16.4	)
Construction Products Group		16.5			18.4
Inland Barge Group		(11.1	)		0.2
Industrial Products Group		4.7			1.6
Railcar Leasing and Management Services Group		24.0			21.2
All Other		(0.3	)		(3.0	)
Corporate		(16.6	)		(15.4	)
Eliminations		(6.7	)		(7.6	)
Consolidated	$	7.8		$	(1.0	)

Trinity Industries, Inc.
Condensed Consolidated Balance Sheets
(in millions)

	June 30,			December 31,
	2004			2003
Cash and equivalents	$	187.6		$	46.0
Accounts receivable		241.9			198.1
Inventories		312.4			258.0
Net property, plant and equipment, at cost (1)		932.7			945.2
Other assets		566.9			560.6
	$	2,241.5		$	2,007.9
Accounts payable and accrued liabilities	$	466.7		$	460.2
Debt (2)		630.8			395.2
Deferred income		30.9			32.2
Other liabilities		56.5			58.7
Series B preferred stock		58.0			57.8
Stockholders’ equity		998.6			1,003.8
	$	2,241.5		$	2,007.9
(1) Property, Plant and Equipment
Corporate/Manufacturing:
Property, plant and equipment	$	860.7		$	868.6
Accumulated depreciation		(571.6	)		(569.0	)
		289.1			299.6
Leasing:
Equipment on lease		762.1			758.5
Accumulated depreciation		(118.5	)		(112.9	)
		643.6			645.6
	$	932.7		$	945.2
(2) Debt
Corporate/Manufacturing — Recourse
Revolving commitment	$	—		$	—
Term commitment		—			122.8
Senior notes		300.0			—
Other		5.7			5.7
		305.7			128.5
Leasing – Recourse
Equipment trust certificates		170.0			170.0
		170.0			170.0
Leasing – Non-recourse
Warehouse facility		155.1			71.1
Other		—			25.6
		155.1			96.7
	$	630.8		$	395.2

- END -

EX-99.2

Exhibit 99.2

Second Quarter Results Conference Call
Neil Shoop, Treasurer
August 5, 2004

Thank you Sarah

A. Good morning from Dallas, Texas and Welcome to the Trinity Industries’ Second Quarter Results Conference Call. I’m Neil Shoop, Treasurer for Trinity. Thank you for being with us today.

1. With me today are:

a.	Tim Wallace, Chairman, President and Chief Executive Officer
b.	John Adams, Executive Vice President
c.	Jim Ivy, Sr. Vice President and Chief Financial Officer
d.	Chas Michel, Vice President, Controller, and
e.	Steve Menzies, President of Trinity Industries Leasing Company

2.	A replay of this conference call will be available starting one hour after the conference call ends today through midnight on Thursday, August, 12th.
3.	The replay number is (402) 351-0812

B. I would also like to welcome our audio webcast listeners today. Replay of this broadcast will also be available on our website located at www.trin.net.

1. In a moment, John Adams, Tim Wallace, Steve Menzies and Jim Ivy will have some brief comments. Following that, we’ll move to the Q&A session.

C. Before we get started, let me remind you that:

“Today’s conference call contains forward looking statements as defined by the Private Securities Litigation Reform Act of 1995 and includes statements as to expectations, intentions and predictions of future financial performance. Statements that are not historical facts are forward looking. Participants 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.

D. Now, here’s John Adams. John ...

John
Tim
Steve
Jim

E. Thanks, Jim. Now our operator will prepare us for the Q & A session.

Q & A Session

     Thanks, Sarah,

1.	This concludes today’s conference call.
2.	Remember, a replay of this call will be available starting one hour after this call ends today through midnight, Thursday, August 12th.
3.	The access number is (402) 351-0812.
4.	Also, this replay will be available on our website located at www.trin.net.
5.	We look forward to visiting with you again on our next conference call.
6.	Thank you for joining us this morning.

EX-99.3

Exhibit 99.3

Trinity Industries, Inc.
Earnings Release Conference Call
John L. Adams, Executive Vice President
August 5, 2004

     Good morning – and we appreciate your joining us.

     This is John Adams and as I have done for the last few conference calls, I will give you an overview of our debt and financing flexibility.

     At our last conference call, I mentioned we had completed a 10-year, $300 million financing at 6½% in March. We are very pleased we did this. It was oversubscribed and interest rates have increased since then. Also in March, we renewed our $250 million, 3-year Bank Revolving Credit for three years. We have zero outstanding today. These financings are at the parent level.

     Our railcar leasing subsidiary has two types of indebtedness – one recourse and one non-recourse. The recourse is a $170 million Equipment Trust Certificate, secured by leased railcars. Its first principal payment comes due in March 2005.

     The non-recourse is a $300 million railcar leasing warehouse facility which had $155 million outstanding as of June 30. This facility expires August 24 but CSFB, the agent, has committed to its renewal.

     To summarize, we have recourse debt of $300 million at the parent and $170 million in our leasing subsidiary. We have non-recourse debt of $155 million which we are in the process of funding in the long term market. We expect it to be a financing similar to the one we completed last fall. Our cash position at June 30 was $155 million so on a net basis, one could say we owe $470 million after deducting our cash from our debt.

     We do have some off balance sheet lease financing. The lease income we received has covered interest, principal, and operating expenses by a multiple of at least 1.2 times. The debt and equity markets appear to be receptive to our financings as evidenced by the interest indicated in the long term fundings we have done.

     Hopefully, this brief highlight should give you a better feel for our actual debt, our flexibility, and the reception of the Trinity name in the market.

     Now Tim Wallace will give his perspective of our business.

EX-99.4

Exhibit 99.4

Trinity Industries, Inc.
Earnings Release Conference Call
Comments of Tim Wallace, Chairman, President and CEO
August 5, 2004

FINAL

Good morning. We made progress during the 2^nd quarter as our businesses returned to profitability. Before I talk about our business operations I’ll provide information pertaining to the issues we face with steel.

Steel prices continue to present a significant challenge to our manufacturing businesses. Prices are fluctuating on a month-to-month basis and we are experiencing tight deliveries. Our manufacturing businesses purchase steel from steel mills, processors and various distributors. We purchase a wide variety of steel products, ranging from pipe for our fittings business to heavy steel plate for our bridge structures. Because our businesses have different prices and sources for their steel, it’s difficult to provide simple, across-the-board formula for calculating the impact that steel price fluctuations have on our business.

In the past we have purchased a large portion of our steel plate with firm-price purchase agreements. Most of our other steel is purchased by negotiating short-term transactions or in the spot market. Most of our firm-price purchase agreements for steel did not address scrap surcharges. Earlier this year when the steel mills initiated a scrap surcharge, we either negotiated a solution with the mill or paid these extra costs under protest. Unfortunately, in a tight steel market, we don’t have many other options.

Today, most of our steel prices consist of two key components: a base price and a scrap surcharge. Most of the major mills publish monthly scrap surcharge figures that apply to shipments for the following month. We have seen a large fluctuation in the monthly scrap surcharges, which has made it very difficult for us to predict future costs. As an example, in the 1st quarter scrap surcharges increased at a rapid rate. In April and May they began to decline. As the scrap surcharges declined, several steel mills announced increases in their base prices. The scrap surcharges announced in July, which apply to August shipments, soared again. As you can see, this type of erratic pricing environment creates a very complex situation for our manufacturing businesses that have a high steel content.

As we progress through the year and our consumption of steel remains strong, our firm-price purchase agreements are expiring. Unfortunately, we have not been able to renew our steel agreements with pricing at levels comparable to what we had in our contracts. In essence, our base price is increasing and we have 30-day floating scrap surcharge. A few years ago, during the trough of our business cycle, we sold some products at very attractive pricing to preserve our workforce. We refer to these orders as “base load orders.” We successfully preserved our workforce and we made some significant labor efficiency gains. Unfortunately, no one in the industry predicted the rapid increase in the price of steel at the time we took these orders. In hindsight, our timing was off from a steel cost perspective. In the 2^nd quarter we recorded additional reserves for future contracts that are estimated to generate a loss. Jim Ivy will provide the details in his presentation.

At this point, it’s not realistic to expect steel prices to return to the pricing levels they were at when several of the major steel mills were in bankruptcy. Every steel producer continues to be confronted with rising costs of raw materials and spot shortages. With the demand for steel so strong, they fully expect to pass their cost increases on to the capital goods supply chain. We are challenged to pass our steel cost increases on to our customers. We are taking steps to increase our prices on every steel-related product we produce and to provide escalation clauses in our sales agreements. Unfortunately, it takes time to make these types of adjustments when the markets react as quickly as they have in the steel industry. Our customers are responding in a variety of ways. Some accepted that steel has become a scarce commodity, similar to oil and natural gas, and have placed orders to avoid further price increases. Other customers are taking a “wait and see” approach while others are agreeing to contracts with escalation clauses.

Because most of the products we produce are capital goods, our customers usually have specific business needs for them. In certain situations they can delay their purchases or take drastic steps and cancel a project. Our products are usually part of an infrastructure that plays some type of supportive role in a business or a construction project. Many of our products are purchased for replacement purposes as an asset approaches the end of its useful life. Because capital goods are normally depreciable assets, a price increase usually ends up being absorbed as incremental depreciation spread over several years.

As an example, a jumbo grain railcar requires 21.6 tons of steel in the manufacturing process. A cost increase of $130 per ton would increase the price on the railcar by about $2,800 or approximately a 5% increase. This would increase the monthly financial depreciation about $7.77 per month on a 30 year life. As you can see, this is substantially less than the impact of waiting for prices to go down and having interest rates increase 1% while you wait.

At this point, I’ll provide a brief operational overview of our non-rail businesses and then conclude with our rail businesses. Steve Menzies will comment on the rail market and our Leasing Company’s performance.

During the 2nd quarter, our construction businesses improved substantially compared to the lst quarter results. Each of our construction-related businesses also improved in their year-over-year performance except for our concrete and aggregate businesses, which was affected by the extended spring rainy weather. Fortunately, in July the weather improved and we’re seeing improvement in this business. We have begun to see some spot cement shortages in some of our service areas. These are normal occurrences during this time of the year. We feel that the relationships we have with cement suppliers will help us through any temporary shortages. We have also experienced aggregate shortages in areas where we depend on rail shipments. We continue to work with the railroads to address this problem. Both these events have caused prices to increase and we have adjusted our prices to cover the cost increase in these areas.

Our highway safety business is performing well. Fortunately, we have been able to revise our prices in this business to reflect current steel costs. Our business volume and margins have improved on a year-over-year comparison basis. Our access to steel is helping generate sales as the highway construction crews have geared up for the summer season. Our pipe fitting business is experiencing a nice rebound; we have a strong backlog of orders in this business at a decent pricing level. We have recently booked some new bridge steel business at prices reflecting our current steel costs. We are fortunate we didn’t get caught with a large fixed-price backlog in this business.

During the 2nd quarter of this year, our industrial products group performed better than it did during the lst quarter of 2004 and showed a nice year-over-year comparison. The steps we took a year ago to consolidate this business are paying off. Our propane tank business normally operates with a short-term backlog and we price our products based on the current costs of our steel. Several of our customers responded by purchasing tanks during the first half of this year to avoid further price increases. The demand for large storage tanks remains relatively low. We’re converting some of our large storage tank manufacturing capacity to produce wind tower structures.

During the 2nd quarter, our barge group continued to be affected by steel prices and litigation expenses. Jim Ivy will provide specific financial data on this during his update. We continue to take a steady flow of orders in our tank barge business. Our customers have accepted price increases attributed to the new cost for steel in this product. Our backlog extends into the spring of 2005. Our customers are expressing needs for hopper barges, but they continue to hesitate to place orders. The price of the steel component in a hopper barge is a large factor in our overall manufacturing cost. Several of our customers are taking a “wait and see” approach. The industry order level for new hopper barges has been very low since the price of steel has increased.

Our barge executives are estimating that the scrap rate for barges is increasing with the high price of scrap steel. This should cause the size of the U.S. inland hopper barge fleet to shrink. We continually monitor the daily rental rates for hopper barges. The rates continue to rise, which indicates a steady demand on the river for these types of barges. The import and export activities related to steel have added new dynamics in the barge transportation industry. As we perform our strategic planning in our barge business this summer, we are reviewing the potential of expanding our barge leasing business. Our current backlog for hopper barge orders carries us through the end of the year. Discovery and pre-trial proceedings continue in our barge litigation. Our disclosures are in our 10Q.

Now, I’ll touch on some of the highlights pertaining to our railcar businesses. Our 2nd quarter shipments in Europe amounted to approximately 660 units. Our 3rd quarter shipments should be a little less than half our 2nd quarter’s. The 4th quarter should be at a level comparable to the 2nd quarter. The market demand remains relatively low in Europe. Fortunately, our European rail business was profitable during the first half of the year. We will have a break in our production during the 3rd quarter as we perform a summer shutdown for maintenance purposes. We expect to lose a little money during this time. During the 4^th quarter we expect to break even. For the year, we expect to ship over 2,000 units and make a small profit in Europe.

During the 2nd quarter our earnings for our North American railcar businesses were affected by a combination of learning curves, material shortages and material price increases. We had to idle our workforce several times due to spot material shortages. The spring storms in April washed out a major rail bridge between the U.S. and Mexico, creating a problem involving our material deliveries into Mexico. Jim Ivy will provide additional data that quantifies our costs in this area. Needless to say, this was a very challenging time for our railcar employees.

During the 2nd quarter, the demand for railcars in North America continued to improve. Steve Menzies will provide information pertaining to the industry order levels. It is important to note, effective with our conference call today; we will include auto racks as part of our figure when we issue quarterly updates pertaining to shipments and backlogs. During the lst quarter of 2004 we started shipping our first group of auto racks since our merger with Thrall. Because auto racks are the super structure installed on top of an existing railcar, we previously did not include

them in our railcar backlog and shipment totals. We believe it will be less confusing to include auto racks in the figures, as they are manufactured on a railcar production line.

As I’ve stated before, we are not pursuing railcar orders in North America based on market share percentage goals. Our market share will fluctuate on a quarter-to-quarter basis. During the 2nd quarter our market share was unusually low. We have been in the process of increasing our prices and modifying our sales quotes to reflect the impact that steel pricing is having on our business. The North American rail market is slowly adjusting to the dramatic changes that the steel supply chain is creating.

From a sales point of view, our short-term focus is on obtaining orders that allow us to tack on to existing production lines and reload our facilities. During the 2nd quarter we received some orders that facilitated our production needs. We are trying to minimize line changeovers and other situations that complicate our efforts to increase our production.

This year we are reopening two of our railcar facilities in Texas which were previously idled. We were fortunate that the BNSF Railroad recently decided to move delivery forward, from 2006 to 2005, 1,500 railcars in the large grain car order we received in the lst quarter. The current production run of grain cars in this facility extends until September of 2005, allowing us to efficiently retrain our workforce.

Some of our customers who ship products by rail are beginning to voice concern about the availability of railcars. Articles have been written recently describing the railroad bottlenecks that shippers are experiencing. Usually, these situations stimulate an additional demand for railcars. We continue to believe there is a long-term demand growing for railcars in North America due to replacement needs and other factors. As a result, we are not overreacting by increasing our current production at a rate that outpaces the market demand or the supply chain’s ability to support our production increases.

We expect to ship between 13,300 and 14,500 railcars this year, which represents a 60% to 75% increase over our shipments in 2003. It is very difficult for us to make an exact shipment prediction until the supply chain issues decrease. At this production level we estimate we are approximately 50% of the way to what we consider will be our ultimate shipment levels for our North American railcar operations.

At the end of the 2nd quarter, our backlog of orders for railcars in North America was comparable to where it was at the end of the lst quarter, at 17,500 units. Our shipments for the 2nd quarter increased approximately 380 units over the lst quarter, to 3,180 units. In the 2nd quarter, 26% of our shipments were to customers of our Leasing Company. We expect our shipments during the 3rd quarter to be between 3,500 and 4,000 units. Approximately 15% of our shipments in the 3rd quarter will be to customers of our Leasing Company. We expect our shipments in the 4th quarter to be between 3,800 and 4,500 units.

I’m pleased to announce that on July 2 Tony Andrukaitis joined Trinity as the President of our tank car business unit. Tony was previously President of GATX Terminals, their bulk liquid storage business. Tony was with GATX for 25 years and left the company in 2001 when GATX sold their terminals business. Tony has an extensive customer relationship network as well as operational expertise.

At this point, I’ll turn it over to Steve Menzies.

EX-99.5

Exhibit 99.5

Trinity Industries, Inc.
Quarterly Conference Call
Comments of Steve Menzies
August 5, 2004

Thank you, Tim, Good morning.

During the 2^nd quarter of 2004, the North American railcar industry continued its recovery with orders for railcars and autoracks totaling in excess of 20,000, the highest quarterly total since the 3^rd quarter of 1998. The 2^nd quarter’s order activity brought year-to-date orders to over 38,400. A strengthening general economy, increased freight traffic on North American railroads and replacement of the aging railcar fleet each contributed to strong railcar demand. Railcar demand during the first half of 2004 was dispersed among a broad array of car types. At the end of the 2^nd quarter of 2004, the industry had a backlog of over 52,100 railcars and autoracks, highest since 1^st quarter 1999.

During the 2^nd quarter, Trinity Rail received orders for approximately 3,400 railcars and autoracks. We received orders for covered hoppers, intermodal flats, coal cars, box cars and tank cars. All orders received were for railcar types for which we are currently in production consistent with our strategy to focus on “tack-on” orders providing extended production efficiencies and continuity. We also received additional orders for autoracks continuing our production run for this equipment type. Our total railcar and autorack order backlog remained at approximately 17,500 units and 33% of the industry backlog.

Our Leasing and Management Services Group’s revenues and operating profit increased year-over-year as a result of fleet growth, sustained high utilization and fleet sales. Industry wide, lease fleet utilization has improved reflecting strong railcar demand and, as new railcar prices increase, lease rates will continue to strengthen. Trinity Industries Leasing Company added approximately 830 new railcars to its fleet. Fleet additions, which included tank and freight cars, were all placed on lease with customers. At the end of the quarter, our owned and leased fleet has grown to over 19,200 railcars. Our lease portfolio is well diversified by car type, industries served and customer concentration. As part of our continued review of our portfolio, we sold a group of over 550 railcars during the 2^nd quarter. The average age of our fleet is slightly over 5 years and the average remaining term of our lease portfolio is over 6 years. Fleet utilization remained strong at 98.2% compared to 98.3% at the end of the 1^st quarter. Our committed lease backlog is approximately 1,300 railcars or 11.7% of Trinity Rail’s production backlog.

Thank you, I will now turn it over to Jim Ivy.

EX-99.6

Exhibit 99.6

Trinity Industries, Inc
Quarterly Conference Call
August 5, 2004

Comments of Jim S. Ivy, Senior Vice President and Chief Financial Officer

We have filed our Form 10-Q for the quarter this morning and you will find more details there.

Revenues for the second quarter of 2004 grew 50% over the second quarter of 2003 as sales volume increased in every business segment. Net income of $3.6 million for the second quarter of 2004 was basically flat compared to $3.5 million in the same quarter last year. Earnings per diluted share was 6 cents compared to 8 cents last year due to the dilutive effect of preferred stock issued last year and the impact of stock options.

In the Rail Group in the second quarter of 2004 compared to the second quarter of 2003, North American railcar revenues grew 114%, European rail revenues grew 29%, and component sales grew 19% for a total revenue growth in the Rail Group of $118.9 million, or an increase from $154.7 million in the second quarter of 2003 to $273.6 million in second quarter of 2004.

Steel cost increases, material availability, start-up costs associated with reopening plants, and unanticipated temporary shutdowns reduced operating profits in the Rail Group by $7.7 million this quarter. The $7.7 million breaks down as follows;

• Late delivery of materials at some of our plants, floods affecting our Monclova, Mexico plant, and a power outage at our casting operation in Pittsburgh resulted in an estimated $4 million in additional costs during the quarter

• Start-up costs at the two plants we are bringing back on-line this year were $1 million

• Net material cost increases reduced operating profit $2.7 million.

By “net material cost”, I am referring to the fact that some of the material cost increases have been passed on to customers. For the second half of 2004, based on prices currently expected to be in effect, the net material cost increase is estimated to be $11.0 million.

Of the 17,500 railcars in our North American backlog, approximately 47%, or 8,150 units have escalation clauses. At the beginning of the year, there were no contracts in the backlog with escalation clauses. Each quarter, as we deliver railcars on older orders and add new orders with escalation clauses, our exposure to fixed sales price contracts diminishes. With monthly changes in steel prices and short supply of steel, escalation clauses in sales contracts are the best hedge since, as you probably know, there are no financial instruments available currently to hedge steel costs.

Rail Group sales to the Leasing & Management Services Group were $48.5 million in the second quarter of 2004 with profits of $3.4 million compared to sales to the leasing group in the second quarter of 2003 of $45.9 million with profits of $3.7 million. These intercompany sales and profits are eliminated in consolidation.

In our Construction Products Group this quarter, revenues were up year-over-year due to volume and pricing in our fittings and highway safety businesses and recent acquisitions in the concrete business. Operating profits were down primarily due to very wet weather conditions in our concrete and aggregates market area and steel cost increases in the bridge girder business.

In our Inland Barge Group, revenues were up 48% on increased deliveries of both tank and hopper barges. The barge group was adversely affected by steel cost increases and, as a result, recorded an additional contract loss reserve of $4.5 million for barges to be delivered in the third and fourth quarters of 2004. We also recorded barge litigation costs of $2.1 million. The total estimated impact of steel price increases during 2004 on barge profitability is approximately $20 million, of which $4.1 million was recorded in the fourth quarter of 2003. Of the $20 million, approximately $13 million has been recorded as contract loss reserves and contract revenues that will be recognized in the second half of 2004 will absorb the remainder, resulting in lower margins on those contracts. About 30% of the dollar value of the barge group backlog is covered by escalation clauses. No orders were taken this quarter for hopper barges. We received orders for 27 tank barges valued at approximately $52 million this quarter.

In the Industrial Products Group, sales volume of LPG tanks and heads for tank cars improved both revenue and operating profit compared to last year.

Revenues in the Leasing & Management Services Group in the second quarter of 2004 were up $17.4 million, including a $6.5 million increase in rental and management fee revenue due to growth in the size of the lease fleet and improved utilization of the fleet as Steve mentioned. The remaining $10.9 million increase was due to sales of railcars from the lease fleet, which were $36.3 million in the second quarter of 2004 compared to $25.4 million in the second quarter of 2003. Profits on those sales were $4.6 million in the second quarter of 2004 and $3.1 million in the prior year.

On a consolidated basis, SE&A expenses have increased in total amount but have declined to 7.8% of revenues from 9.5% of revenues in the second quarter of 2003. Interest expense is up in connection with the $300 million bond offering in March 2004. Other income includes gains on sale of idle plants amounting to $2.4 million in the second quarter of 2004 and $3.0 million in the same quarter last year as we continue to dispose of idle facilities. Investment in working capital grew primarily due to increasing sales and production volumes as well as increased steel and material costs. While the inventory and accounts receivable totals are up, as you would expect when top line revenues are growing, the turnover rates are improved compared to last quarter and to the fourth quarter of last year.

Steel and materials cost and availability will continue to be issues. Excluding these uncertainties, our expectation for third quarter earnings per share is a range of 0 to 15 cents. Expectations for the fourth quarter, when the Construction Products Group is affected by bad weather, is a range of from a small loss to 10 cents per share.