8-A12B/A

COMMISSION FILE NO. 1-6903

FORM 8-A/A

AMENDMENT NO. 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

TRINITY INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	75-0225040
(State of incorporation)	(IRS Employer Identification No.)

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

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which
to be so registered	each class is to be registered
Rights to Purchase Series A Junior	New York Stock Exchange
Participating Preferred Stock

      If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. þ

      If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

Securities to be registered pursuant to Section 12(g) of the Act:

None
(Title of class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities To Be Registered

      Trinity Industries, Inc., a Delaware corporation (the “Company”) and Wachovia Bank, National Association, a national banking association (the “Rights Agent”) entered into Amendment No. 4 to Rights Agreement dated as of May 19, 2005 (“Amendment No. 4”), amending the Rights Agreement, dated March 11, 1999, as amended by that certain Amendment No. 1 to Rights Agreement, dated August 13, 2001, that certain Amendment No. 2 to Rights Agreement, dated October 26, 2001 and that certain Amendment No. 3 to Rights Agreement, dated as of August 28, 2003 (as amended, the “Rights Agreement”).

      Amendment No. 4 increased from 12% to 15% the beneficial ownership threshold at which, subject to specific limitations, a person will be considered an “Acquiring Person.” Amendment No. 4 also provides for certain corresponding changes in Sections 3(a) and 27 of the Rights Agreement.

      The foregoing description of Amendment No. 4 is a general description only and is qualified by reference to Amendment No. 4. A copy of Amendment No. 4 is attached hereto as Exhibit 5 and is incorporated herein by reference.

Item 2. Exhibits

      Item 2 of the Registration Statement is hereby amended and restated to read in its entirety as follows:

1	Rights Agreement, dated as of March 11, 1999, by and between Trinity Industries, Inc. and The Bank of New York, as Rights Agent, including exhibits thereto.
2	Amendment No. 1 to Rights Agreement dated August 13, 2001, amending the Rights Agreement, dated as of March 11, 1999, by and between Trinity Industries, Inc. and The Bank of New York, as Rights Agent.
3	Amendment No. 2 to Rights Agreement dated October 26, 2001, amending the Rights Agreement, dated March 11, 1999, by and between Trinity Industries, Inc. and The Bank of New York, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated August 13, 2001.
4	Amendment No. 3 to Rights Agreement dated August 28, 2003, amending the Rights Agreement, dated March 11, 1999, by and between Trinity Industries and The Bank of New York, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated August 13, 2001 and Amendment No. 2 to the Rights Agreement dated October 26, 2001.
5	Amendment No. 4 to Rights Agreement dated May 19, 2005, amending the Rights Agreement, dated March 11, 1999, by and between Trinity Industries and The Bank of

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	New York, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated August 13, 2001, Amendment No. 2 to the Rights Agreement dated October 26, 2001 and Amendment No. 3 to the Right Agreement dated as of August 28, 2003.
6	Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock and Form of Certificate of Amendment to Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Trinity Industries, Inc. (attached as Exhibit 1 to the Rights Agreement filed as Exhibit 1).
7	Form of Rights Certificate (attached as Exhibit 2 to the Rights Agreement filed as Exhibit 1).

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRINITY INDUSTRIES, INC.
May 19, 2005	By:	/s/ William A. McWhirter
		Name:	William A. McWhirter II
		Title:	Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number	Description
1	Rights Agreement, dated as of March 11, 1999, by and between Trinity Industries, Inc. and The Bank of New York, as Rights Agent, including exhibits thereto (previously filed as Exhibit 1 to the Registrant’s Registration Statement on Form 8-A, filed on April 2, 1999).
2	Amendment No. 1 to Rights Agreement dated August 13, 2001, amending the Rights Agreement, dated as of March 11, 1999, by and between Trinity Industries, Inc. and The Bank of New York, as Rights Agent (previously filed as Exhibit 2 to the Registrant’s Registration Statement on Form 8-A/A, filed on August 22, 2001).
3	Amendment No. 2 to Rights Agreement dated October 26, 2001, amending the Rights Agreement, dated March 11, 1999, by and between Trinity Industries, Inc. and The Bank of New York, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated August 13, 2001 (previously filed as Exhibit 3 to the Registrant’s Registration Statement on Form 8-A/A, filed on October 31, 2001).
4	Amendment No. 3 to Rights Agreement dated August 28, 2003, amending the Rights Agreement, dated March 11, 1999, by and between Trinity Industries and The Bank of New York, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated August 13, 2001 and Amendment No. 2 to the Rights Agreement dated October 26, 2001 (filed herewith).
5	Amendment No. 4 to Rights Agreement dated May 19, 2005, amending the Rights Agreement, dated March 11, 1999, by and between Trinity Industries and The Bank of New York, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated August 13, 2001, Amendment No. 2 to the Rights Agreement dated October 26, 2001 and Amendment No. 3 to the Right Agreement dated as of August 28, 2003 (filed herewith).
6	Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock and Form of Certificate of Amendment to Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Trinity Industries, Inc. (attached as Exhibit 1 to the Rights Agreement filed as Exhibit 1).
7	Form of Rights Certificate (attached as Exhibit 2 to the Rights Agreement filed as Exhibit 1).

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EX-99.4

Exhibit 4

AMENDMENT NO. 3 TO RIGHTS AGREEMENT

      AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this “Amendment”) dated as of August 28, 2003 by and between TRINITY INDUSTRIES, INC., a Delaware corporation (the “Company”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Successor Rights Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

      WHEREAS, the Company and The Bank of New York, a national banking association (the “Former Rights Agent”) have previously entered into that certain Rights Agreement, dated as of March 11, 1999, as amended by that certain Amendment No. 1 to Rights Agreement, dated August 13, 2001, and that certain Amendment No. 2 to Rights Agreement, dated October 26, 2001 (as amended, the “Agreement”);

      WHEREAS, pursuant to Section 21 (Change of Rights Agent) of the Agreement, the Company notified the Former Rights Agent verbally prior to January 1, 2003, of its removal as Rights Agent under the Agreement, effective as of January 1, 2003 (the “Effective Date”);

      WHEREAS, such removal of the Former Rights Agent as the Rights Agent under the Agreement became effective as of the Effective Date;

      WHEREAS, the Former Rights Agent has consented in writing to its removal as the Rights Agent under the Agreement effective as of the Effective Date;

      WHEREAS, pursuant to Section 21 (Change of Rights Agent) of the Agreement, the Company appointed verbally prior to January 1, 2003, the Successor Rights Agent as the Rights Agent under the Agreement;

      WHEREAS, pursuant to this Amendment, the Successor Rights Agent hereby accepts such appointment as the Rights Agent under the Agreement, effective as of the Effective Date;

      WHEREAS, Section 27 (Supplements and Amendments) of the Agreement provides, in part, that for so long as the Rights (as defined in the Agreement) are redeemable, the Agreement may be supplemented or amended without the approval of any holders of certificates representing shares of Common Stock (as defined in the Agreement);

WHEREAS, the Rights are currently redeemable; and

      WHEREAS, the parties hereto desire to amend the Agreement to provide that certain legend and notice provisions accurately reflect the change in Rights Agent. and in connection therewith the Company has determined that the amendments to the Agreement set forth herein are desirable and, pursuant to Section 27 (Supplements and Amendments) of the Agreement, has duly authorized such amendments to the Agreement;

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

      Section 1. Amendment to Section 3(c) of the Agreement. Section 3(c) of the Agreement is hereby amended by deleting the first sentence of the legend to be impressed on, printed on, written on or otherwise affixed to the certificates for the Common Stock and replacing it with the following:

This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement, dated as of March 11, 1999 (as such may be amended from time to time, the “Rights Agreement”), between the Company and the Rights Agent (as defined in the Rights Agreement), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company.

      Section 2. Amendment to Section 26 of the Agreement. Section 26 of the Agreement is hereby deleted in its entirety and replaced with the following:

      Section 26. Notices. Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Rights Certificate to or on the Company shall be sufficiently given or made if sent by telecopier (with receipt confirmed) or by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:

Trinity Industries, Inc.
2525 Stemmons Freeway
Dallas, Texas 75207
Attention: President
Telecopier: (214) 589-8824

      Subject to the provisions of Section 21 (Change of Rights Agent), any notice or demand authorized by this Agreement to be given or made by the Company or by the holder of any Rights Certificate to or on the Rights Agent shall be sufficiently given or made if sent by telecopier (with receipt confirmed) or by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows:

Wachovia Bank, National Association
1525 West W. T. Harris Boulevard, 3C3
Charlotte, North Carolina 28288-1153 (first class mail)
Charlotte, North Carolina 28262-1153 (overnight courier)
Attention: Shareholder Services Division

      Notices or demands authorized by this Agreement to be given or made by the Company or the Rights Agent to the holder of any Rights Certificate (or, if prior to the Distribution Date, to the holder of certificates representing shares of Common Stock) shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company.

      Section 3. References to Rights Agent. All references in the Agreement to “The Bank of New York” are hereby changed to “Wachovia Bank, National Association.”

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      Section 4. Limitation of Liability; Indemnification. In addition to the liability and indemnification protection provided to the Rights Agent under the Agreement, the Company hereby acknowledges and agrees that:

      (a) The Successor Rights Agent shall not be liable for any demands, claims, actions, losses, damages, liabilities, penalties, costs and expenses (including, without limitation, attorneys’ fees, settlement costs, arbitration costs and any reasonable legal and other expenses for investigating or defending any action or threatened action) (collectively, “Damages”) asserted against or incurred by any person or entity in connection with or relating to (i) any actions taken or omissions made by the Former Rights Agent as the Rights Agent under the Agreement, and (ii) any event or circumstances occurring prior to the Effective Date and relating to the Rights, the Agreement and any transactions contemplated by the Agreement; and

      (b) The Company shall indemnify the Successor Rights Agent for any Damages incurred by it or any of its directors, officers, employees, agents, representatives or affiliates in connection with or relating to (i) any actions taken or omissions made by the Former Rights Agent as the Rights Agent under the Agreement, and (ii) any event or circumstances occurring prior to the Effective Date and relating to the Rights, the Agreement and any transactions contemplated by the Agreement.

      Section 5. Effectiveness. This Amendment shall be effective as of the Effective Date, as if executed by all parties on such date. Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect, and all references to the Agreement from and after such time shall be deemed to be references to the Agreement as amended hereby.

      Section 6. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts made and to be performed entirely within such state.

      Section 7. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

      Section 8. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

      Section 9. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Amendment.

      Section 10. Exhibits. Exhibits 2 and 3 to the Agreement are hereby deemed to be amended in a manner consistent with this Amendment.

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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Rights Agreement to be duly executed as of the day and year first above written.

Attest:		TRINITY INDUSTRIES, INC.
By:	/s/ Mike Fortado	By:	/s/ Neil O. Shoop Treasurer
		WACHOVIA BANK, NATIONAL ASSOCIATION
By:		By:	/s/ Kenneth E. Staab

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EX-99.5

Exhibit 5

AMENDMENT NO. 4 TO RIGHTS AGREEMENT

      AMENDMENT NO. 4 TO RIGHTS AGREEMENT (this “Amendment”) dated as of May 19, 2005 by and between TRINITY INDUSTRIES, INC., a Delaware corporation (the “Company”), and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association (the “Rights Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).

      WHEREAS, the Company has previously entered into that certain Rights Agreement, dated as of March 11, 1999, as amended by that certain Amendment No. 1 to Rights Agreement, dated August 13, 2001, that certain Amendment No. 2 to Rights Agreement, dated October 26, 2001 and that certain Amendment No. 3 to Rights Agreement, dated as of August 28, 2003 (as amended, the “Agreement”);

      WHEREAS, Section 27 (Supplements and Amendments) of the Agreement provides, in part, that for so long as the Rights (as defined in the Agreement) are redeemable, the Agreement may be supplemented or amended without the approval of any holders of certificates representing shares of Common Stock (as defined in the Agreement);

WHEREAS, the Rights are currently redeemable; and

      WHEREAS, the Board of Directors of the Company has determined in good faith that the amendments to the Agreement set forth herein are desirable and, pursuant to Section 27 (Supplements and Amendments) of the Agreement, has duly authorized such amendments to the Agreement;

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

      Section 1. Restatement of the Definition of “Acquiring Person”. The definition of “Acquiring Person” set forth in Section 1(a) of the Agreement is hereby deleted in its entirety and replaced with the following definition:

      (a) “Acquiring Person” shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the shares of Common Stock then outstanding, but shall not include (i) the Company, (ii) any Subsidiary of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan, or (iv) any Person who becomes an Acquiring Person solely as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by the Company, unless and until such Person shall purchase or otherwise become (as a result of action taken by such Person or its Affiliates or Associates) the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock. Notwithstanding the foregoing, none of Newco or a Newco Stockholder, or any Affiliate or Associate of Newco or a Newco Stockholder, or any other Person, shall be an Acquiring Person while such Person’s Beneficial Ownership of Common Stock is subject to, does not violate, and is in compliance with, Sections 4 and 5, and, to the

extent that it relates to compliance with Sections 4 and 5, Section 9 of the Stockholder’s Agreement. Notwithstanding the foregoing, if (i) the Board of Directors of the Company determines in good faith that a Person who would otherwise be an Acquiring Person, as defined pursuant to the foregoing provisions of this paragraph, has become such inadvertently (including, without limitation, because (A) such Person was unaware that it beneficially owned a percentage of Common Stock that would otherwise cause such Person to be an Acquiring Person, or (B) such Person was aware of the extent of its Beneficial Ownership of Common Stock but had no actual knowledge of the consequences of such Beneficial Ownership under this Agreement) and without any intention of changing or influencing control of the Company and (ii) within ten Business Days of being requested by the Company to advise it regarding the same, such Person certifies to the Company that such Person acquired shares of Common Stock in excess of 14.99% inadvertently or without knowledge of the terms of the Rights and who, together with all Affiliates and Associates, thereafter does not acquire additional shares of Common Stock and within ten Business Days of being requested by the Company to do so disposes of the portion of such Common Stock in excess of 14.99%, then such Person shall not be deemed to be or to have become an Acquiring Person for any purposes of this Agreement; provided, however, that if the Person requested to so certify fails to dispose of such Common Stock in excess of 14.99% within ten Business Days of the Company’s request, then such Person shall become an Acquiring Person immediately after such ten Business Day period.

      Section 2. Change of Percentage in Section 3(a). The reference in Section 3(a) of the Agreement to 12% shall be changed to 15%.

      Section 3. Change in Percentage in Section 27. The reference to Section 27 of the Agreement to 12% shall be changed to 15%.

      Section 4. Effectiveness. This Amendment shall be effective as of May 19, 2005, as if executed by both parties on such date. Except as expressly amended by this Amendment, the Agreement shall remain in full force and effect, and all references to the Agreement from and after such time shall be deemed to be references to the Agreement as amended hereby.

      Section 5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts made and to be performed entirely within such state; provided, however, that the rights, duties, responsibilities and obligations of the Rights Agent shall be governed and construed in accordance with the laws of the State of New York.

      Section 6. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

      Section 7. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

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      Section 8. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Amendment.

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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to Rights Agreement to be duly executed as of the day and year first above written.

Attest:		TRINITY INDUSTRIES, INC.
By:	/s/ Michael G. Fortado	By:	/s/ William A. McWhirter II
	Michael G. Fortado		William A. McWhirter II
	Vice President and Corporate Secretary		Vice President and Chief Financial Officer
		WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Patricia E. Wilson	By:	/s/ Holly H. Drummond
	Patricia E. Wilson		Holly H. Drummond
			Assistant Vice President

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