10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ________.

Commission File Number 1-6903

Trinity Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation)	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

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.   Yes  þ  No  o.

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).   Yes  þ  No  o.

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No o

     At October 31, 2005 there were 48,994,378 shares of the Registrant’s common stock outstanding.

TRINITY INDUSTRIES, INC.

FORM 10-Q

TABLE OF CONTENTS

	Caption	Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		25
Item 4.	Controls and Procedures		25
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 5.	Other Information		26
Item 6.	Exhibits		26
SIGNATURES			27
CERTIFICATIONS
By-laws, as amended September 7, 2005
Amendment No. 2 to the Directors' Retirement Plan
Amendment No. 8 to the Warehouse Loan Agreement
Amendment No. 9 to the Warehouse Loan Agreement
Side Letter to the Warehouse Loan Agreement
Rule 13a-15(d) and 15d-15(e) Certification of CEO
Rule 13a-15(d) and 15d-15(e) Certification of CFO
Certification Pursuant to Section 906
Certification Pursuant to Section 906

2

Item 1. Financial Statements

Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Operations

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
	(unaudited)
	(in millions except per share amounts)
Revenues	$	742.5		$	567.2		$	2,120.7		$	1,570.8
Operating costs:
Cost of revenues		632.6			519.5			1,854.6			1,436.0
Selling, engineering and administrative expenses		51.0			43.9			145.8			123.2
		683.6			563.4			2,000.4			1,559.2
Operating profit		58.9			3.8			120.3			11.6
Other (income) expense:
Interest income		(0.9	)		(8.8	)		(2.0	)		(9.5	)
Interest expense		10.9			11.1			31.9			32.1
Other, net		(7.6	)		(0.2	)		(11.5	)		(1.7	)
		2.4			2.1			18.4			20.9
Income (loss) before income taxes		56.5			1.7			101.9			(9.3	)
Provision (benefit) for income taxes		23.4			0.8			41.0			(3.0	)
Net income (loss)		33.1			0.9			60.9			(6.3	)
Dividends on Series B preferred stock		(0.8	)		(0.8	)		(2.4	)		(2.3	)
Net income (loss) applicable to common shareholders	$	32.3		$	0.1		$	58.5		$	(8.6	)
Net income (loss) applicable to common shareholders per common share:
Basic	$	0.68		$	0.00		$	1.24		$	(0.19	)
Diluted	$	0.65		$	0.00		$	1.20		$	(0.19	)
Weighted average number of shares outstanding:
Basic		47.3			46.5			47.1			46.4
Diluted		51.3			47.5			50.8			46.4

See accompanying notes to consolidated financial statements.

3

Trinity Industries, Inc. and Subsidiaries
Consolidated Balance Sheets

	September 30,			December 31,
	2005			2004
	(unaudited)			(as reported)
	(in millions)
Assets
Cash and cash equivalents	$	126.6		$	182.3
Receivables, net of allowance		272.6			214.2
Inventories:
Raw materials and supplies		263.5			248.0
Work in process		121.0			100.0
Finished goods		54.1			54.3
		438.6			402.3
Property, plant and equipment, at cost		1,759.6			1,520.9
Less accumulated depreciation		(746.6	)		(710.0	)
		1,013.0			810.9
Goodwill		418.1			420.4
Other assets		189.4			180.1
	$	2,458.3		$	2,210.2
Liabilities and Stockholders’ Equity
Accounts payable and accrued liabilities	$	522.8		$	511.7
Debt:
Recourse		433.2			475.3
Non-recourse		209.2			42.7
		642.4			518.0
Deferred income		45.8			47.2
Other liabilities		97.7			62.2
		1,308.7			1,139.1
Series B redeemable convertible preferred stock, no par value, $0.1 liquidation value		58.6			58.2
Stockholders’ equity:
Preferred stock – 1.5 shares authorized and unissued		—			—
Common stock –shares authorized – 100.0; shares issued and outstanding at September 30, 2005 - 50.9; at December 31, 2004 – 50.9		50.9			50.9
Capital in excess of par value		431.4			432.6
Retained earnings		675.7			626.2
Accumulated other comprehensive loss		(24.1	)		(25.3	)
Treasury stock – at September 30, 2005 – 1.9 shares; at December 31, 2004 – 3.1 shares		(42.9	)		(71.5	)
		1,091.0			1,012.9
	$	2,458.3		$	2,210.2

See accompanying notes to consolidated financial statements.

4

Trinity Industries, Inc. and Subsidiaries
Consolidated Statements Cash Flows

	Nine Months Ended
	September 30,
	2005			2004
	(unaudited)
	(in millions)
Operating activities:
Net income (loss)	$	60.9		$	(6.3	)
Adjustments to reconcile net income (loss) to net cash required by operating activities:
Depreciation and amortization		66.0			66.5
Goodwill impairment		2.3			—
Deferred income taxes		41.0			(3.0	)
Gain on sale of property, plant, equipment and other assets		(6.5	)		(4.4	)
Other		(12.3	)		(5.6	)
Changes in assets and liabilities:
Increase in receivables		(58.4	)		(65.6	)
Increase in inventories		(36.3	)		(124.2	)
Increase in other assets		(3.9	)		(18.6	)
Increase in accounts payable and accrued liabilities		12.8			24.4
(Decrease) increase in other liabilities		(6.0	)		7.5
Net cash provided (required) by operating activities		59.6			(129.3	)
Investing activities:
Proceeds from sale of property, plant, equipment and other assets		30.8			230.4
Capital expenditures – lease subsidiary		(233.0	)		(112.5	)
Capital expenditures – other		(46.2	)		(24.4	)
Payment for purchase of acquisitions, net of cash acquired		—			(15.7	)
Sale of investment in equity trust		—			8.5
Net cash (required) provided by investing activities		(248.4	)		86.3
Financing activities:
Issuance of common stock, net		16.5			9.5
Payments to retire debt		(46.2	)		(297.0	)
Proceeds from issuance of debt		174.0			449.8
Dividends paid to common shareholders		(8.5	)		(8.4	)
Dividends paid to preferred shareholders		(2.7	)		(2.7	)
Net cash provided by financing activities		133.1			151.2
Net (decrease) increase in cash and cash equivalents		(55.7	)		108.2
Cash and cash equivalents at beginning of period		182.3			46.0
Cash and cash equivalents at end of period	$	126.6		$	154.2

Interest paid for the nine months ended September 30, 2005 and 2004 was $36.3 million and $30.6 million, respectively. Taxes paid, net of refunds received, were $9.0 million and $5.9 million for the nine months ended September 30, 2005 and 2004, respectively.

See accompanying notes to consolidated financial statements.

5

Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity

	Nine Months Ended September 30,
	2005			2004
	(unaudited)
	(in millions, except par value
	and dividends per share)
Common Stock (par value $1.00)
Balance, beginning and end of period	$	50.9		$	50.9
Capital in Excess of Par Value
Balance, beginning of period		432.6			434.7
Restricted shares issued		(0.9	)		3.1
Stock options exercised		(0.4	)		(4.8	)
Other		0.1			(0.3	)
Balance, end of period		431.4			432.7
Retained Earnings
Balance, beginning of period		600.9			622.6
Net income (loss)		60.9			(6.3	)
Other comprehensive income (loss):
Currency translation adjustments, net of tax		(0.8	)		0.1
Unrealized gain on derivative financial instruments, net of tax		2.0			0.7
Comprehensive net income (loss)		62.1			(5.5	)
Dividends on common stock ($0.19 and $0.18 per common share in 2005 and 2004, respectively)		(9.0	)		(8.4	)
Dividends on Series B preferred stock		(2.4	)		(2.3	)
Balance, end of period		651.6			606.4
Treasury Stock
Balance, beginning of period		(71.5	)		(104.4	)
Restricted shares issued		13.6			7.9
Stock options exercised		16.9			14.1
Other		(1.9	)		0.8
Balance, end of period		(42.9	)		(81.6	)
Total Stockholders’ Equity	$	1,091.0		$	1,008.4

See accompanying notes to consolidated financial statements.

6

Trinity Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

     The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and subsidiaries (“Trinity” or the “Company”). In the opinion of management, all adjustments, consisting only of normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of September 30, 2005 and the results of operations for the three and nine month periods ended September 30, 2005 and 2004, and cash flows for the nine month periods ended September 30, 2005 and 2004, have been made in conformity with generally accepted accounting principles. Because of seasonal and other factors, the results of operations for the three and nine month periods ended September 30, 2005 may not be indicative of expected results of operations for the year ending December 31, 2005. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of the Company included in its Form 10-K for the year ended December 31, 2004.

Stock Based Compensation

     The Company has elected to apply the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” (APB No. 25) and its interpretations and, accordingly, no compensation expense has been recorded for stock options. The effect of computing compensation expense in accordance with Statement of Accounting Standards No. 123, “Accounting for Stock Based Compensation,” using the Black-Scholes option pricing method for the three and nine months ended September 30, 2005 and 2004 is shown in the accompanying table.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
	(in millions)						(in millions)
Pro forma
Net income (loss) applicable to common shareholders, as reported	$	32.3		$	0.1		$	58.5		$	(8.6	)
Add: Effect of dilutive Series B preferred stock in 2005		0.8			—			2.4			—
Add: Stock compensation expense related to restricted stock, net of related income tax effect		1.0			0.9			2.3			2.2
Deduct: Total stock based employee compensation expense determined under fair value based method for all awards, net of related income tax effects		(1.2	)		(1.5	)		(3.7	)		(4.2	)
Pro forma net income (loss) applicable to common shareholders	$	32.9		$	(0.5	)	$	59.5		$	(10.6	)
Pro forma net income (loss) applicable to common shareholders per diluted share	$	0.64		$	(0.01	)	$	1.17		$	(0.23	)
Net income (loss) applicable to common shareholders per diluted share – as reported	$	0.65		$	0.00		$	1.20		$	(0.19	)

     In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payments”. SFAS No. 123R is a revision of SFAS No. 123, “Accounting for Stock Based Compensation”, and supersedes APB 25. Among other items, SFAS 123R eliminates the use of APB 25 and the intrinsic value method of accounting, and requires companies to recognize in the financial statements the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards. The effective date of SFAS 123R is currently the beginning of the next fiscal year that begins after June 15, 2005, which is the first quarter of the Company’s year ending December 31, 2006. The Company expects to adopt SFAS 123R using the “modified prospective” method. Under the modified prospective method, compensation expense is recognized in the financial statements

7

beginning with the effective date, based on the requirements of SFAS 123R for all share-based payments granted after that date, and based on the requirements of SFAS 123 for all unvested awards granted prior to the effective date of SFAS 123R. Financial information for periods prior to the date of adoption of SFAS 123R would not be restated. The Company currently utilizes a standard option pricing model (i.e., Black-Scholes) to measure the fair value of stock options granted to employees. While SFAS 123R permits entities to use other models, the Company has determined that the Black-Scholes model will continue to be used to measure the fair value of awards of equity instruments to employees upon the adoption of SFAS 123R.

     The impact of SFAS 123R on the Company’s results of operations cannot be predicted at this time because the impact will depend on the number of equity awards granted in the future, as well as the assumptions used to value the awards.

     SFAS 123R also requires that the benefits associated with tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. Future amounts cannot be estimated because they depend on, among other things, when employees exercise stock options. However, the amounts recognized in prior periods for such excess tax deductions were not material for the nine month periods ended September 30, 2005 and 2004.

Net Income (Loss) Applicable to Common Shareholders

     Basic net income applicable to common shareholders per common share is computed by dividing net income (loss) less dividend requirements on the Series B preferred stock by the weighted average number of common shares outstanding for the period. Except when the effect would be anti-dilutive, the calculation of diluted net income applicable to common shareholders includes the impact of shares that could be issued under outstanding stock options as well as common shares that would be issued at the conversion of the Series B preferred stock. In addition, the Series B preferred stock dividends are added back to income assuming the Series B preferred stock are converted into common stock. Employee stock options were anti-dilutive for the nine months ended September 30, 2004. Conversion of the Series B preferred stock was anti-dilutive for the three and nine months ended September 30, 2004.

     The computation of basic and diluted net income (loss) applicable to common shareholders follows:

	Three Months Ended							Three Months Ended
	September 30, 2005							September 30, 2004
	(in millions except per share amounts)
	Income/			Average				Income/			Average
	(Loss)			Shares		EPS		(Loss)			Shares		EPS
Net income	$	33.1						$	0.9
Less: dividends on Series B preferred stock		(0.8	)						(0.8	)
Net income applicable to common shareholders – basic	$	32.3			47.3	$	0.68	$	0.1			46.5	$	0.00
Effect of dilutive securities:
Stock options		—			1.3				—			1.0
Series B preferred stock		0.8			2.7				—			—
Net income applicable to common shareholders – diluted	$	33.1			51.3	$	0.65	$	0.1			47.5	$	0.00

	Nine Months Ended							Nine Months Ended
	September 30, 2005							September 30, 2004
	(in millions except per share amounts)
	Income/			Average				Income/			Average
	(Loss)			Shares		EPS		(Loss)			Shares		EPS
Net income (loss)	$	60.9						$	(6.3	)
Less: dividends on Series B preferred stock		(2.4	)						(2.3	)
Net income (loss) applicable to common shareholders – basic	$	58.5			47.1	$	1.24	$	(8.6	)		46.4	$	(0.19	)
Effect of dilutive securities:
Stock options		—			1.0				—			—
Series B preferred stock		2.4			2.7				—			—
Net income (loss) applicable to common shareholders – diluted	$	60.9			50.8	$	1.20	$	(8.6	)		46.4	$	(0.19	)

8

Reclassifications

     Certain reclassifications have been made to prior year statements to conform to the current period presentation.

Note 2. Segment Information

     The Company now reports operating results in the following business segments: (1) the Rail Group, which manufactures and sells railcars and component parts; (2) the Construction Products Group, which manufactures and sells highway products, concrete and aggregates, girders and beams used in the construction of highway and railway bridges, and weld fittings used in pressure piping systems; (3) the Inland Barge Group, which manufactures and sells barges and related products for inland waterway services; (4) the Energy Equipment Group, which manufactures and sells products for energy related businesses, including tank heads, pressure and non-pressure containers for the storage and transportation of liquefied gases and other liquid and dry products, and structural wind towers; and (5) the Railcar Leasing and Management Services Group, which provides fleet management, maintenance, and leasing services. Finally, All Other includes the Company’s captive insurance and transportation companies, and other peripheral businesses.

     Sales and related profits from the Rail Group to Railcar Leasing and Management Services Group are recorded in the Rail Group and eliminated in consolidation. Sales of railcars from the lease fleet are included in the Railcar Leasing and Management Services Group. Sales between groups are recorded at prices comparable to those charged to external customers.

Three Months Ended September 30, 2005

	Revenues								Operating
									Profit
	Outside		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	408.6	$	83.6		$	492.2		$	36.0
Construction Products Group		180.0		2.2			182.2			21.2
Inland Barge Group		50.3		—			50.3			4.7
Energy Equipment Group		58.0		2.3			60.3			8.4
Railcar Leasing and Management Services Group		44.0		—			44.0			12.9
All Other		1.6		10.1			11.7			(0.8	)
Corporate		—		—			—			(9.7	)
Eliminations		—		(98.2	)		(98.2	)		(13.8	)
Consolidated Total	$	742.5	$	—		$	742.5		$	58.9

Three Months Ended September 30, 2004

	Revenues								Operating
									Profit
	Outside		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	279.8	$	35.4		$	315.2		$	(14.5	)
Construction Products Group		170.3		0.5			170.8			18.5
Inland Barge Group		46.2		—			46.2			(1.7	)
Energy Equipment Group		33.1		2.4			35.5			4.1
Railcar Leasing and Management Services Group		36.5		—			36.5			7.9
All Other		1.3		7.5			8.8			(1.3	)
Corporate		—		—			—			(7.2	)
Eliminations		—		(45.8	)		(45.8	)		(2.0	)
Consolidated Total	$	567.2	$	—		$	567.2		$	3.8

9

Nine Months Ended September 30, 2005

	Revenues								Operating
									Profit
	Outside		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	1,157.2	$	264.4		$	1,421.6		$	62.0
Construction Products Group		502.3		3.6			505.9			50.9
Inland Barge Group		159.0		—			159.0			6.7
Energy Equipment Group		153.4		7.8			161.2			20.8
Railcar Leasing and Management Services Group		145.1		—			145.1			39.5
All Other		3.7		27.7			31.4			(4.3	)
Corporate		—		—			—			(25.4	)
Eliminations		—		(303.5	)		(303.5	)		(29.9	)
Consolidated Total	$	2,120.7	$	—		$	2,120.7		$	120.3

Nine Months Ended September 30, 2004

	Revenues								Operating
									Profit
	Outside		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	729.6	$	120.1		$	849.7		$	(17.2	)
Construction Products Group		443.5		1.1			444.6			35.0
Inland Barge Group		153.6		—			153.6			(12.8	)
Energy Equipment Group		98.3		5.0			103.3			8.4
Railcar Leasing and Management Services Group		143.3		—			143.3			31.9
All Other		2.5		21.6			24.1			(1.2	)
Corporate		—		—			—			(23.8	)
Eliminations		—		(147.8	)		(147.8	)		(8.7	)
Consolidated Total	$	1,570.8	$	—		$	1,570.8		$	11.6

     In the third quarter of 2005, the Company restructured its Industrial Products Group to include the Company’s structural wind towers operation as a result of the increase in structural wind towers revenue. The increase in revenue is due, in part, to the recent signing of the Energy Policy Act of 2005, which provides production tax credits on wind generated energy. As a result, the structural wind towers operations, previously included in the “All Other” segment, is now included in the Energy Equipment Group (previously, the Industrial Products Group). Segment information for prior periods has been reclassified to conform to the current presentation. The following table presents the reclassified segment information for the quarters ended March 31 and June 30, 2005 and 2004.

	Revenues						Operating
							Profit
	Outside		Intersegment		Total		(Loss)
	(in millions)
Three Months Ended March 31, 2005
Energy Equipment Group	$	44.1	$	2.6	$	46.7	$	5.2
All Other		0.8		8.6		9.4		(1.9	)
Three Months Ended March 31, 2004
Energy Equipment Group	$	30.6	$	1.5	$	32.1	$	0.5
All Other		0.7		6.6		7.3		1.6
Three Months Ended June 30, 2005
Energy Equipment Group	$	51.3	$	2.9	$	54.2	$	7.2
All Other		1.3		9.0		10.3		(1.6	)
Three Months Ended June 30, 2004
Energy Equipment Group	$	34.6	$	1.1	$	35.7	$	3.8
All Other		0.5		7.5		8.0		(1.5	)
Six Months Ended June 30, 2005
Energy Equipment Group	$	95.4	$	5.5	$	100.9	$	12.4
All Other		2.1		17.6		19.7		(3.5	)
Six Months Ended June 30, 2004
Energy Equipment Group	$	65.2	$	2.6	$	67.8	$	4.3
All Other		1.2		14.1		15.3		0.1

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Note 3. Property, Plant and Equipment

     The following table summarizes the components of property, plant and equipment as of September 30, 2005 and December 31, 2004.

	September 30,			December 31,
	2005			2004
	(in millions)
Corporate/Manufacturing:
Land	$	54.8		$	52.8
Buildings and improvements		352.4			352.1
Machinery and other		445.6			469.6
Construction in progress		32.5			10.7
		885.3			885.2
Less accumulated depreciation		(609.2	)		(589.6	)
		276.1			295.6
Leasing:
Machinery		33.3			33.3
Equipment on lease		840.9			602.4
Construction in progress		0.1			—
		874.3			635.7
Less accumulated depreciation.		(137.4	)		(120.4	)
		736.9			515.3
	$	1,013.0		$	810.9

Note 4. Goodwill

     Goodwill is reviewed for impairment annually or more frequently if certain indicators arise. In the quarter ended June 30, 2005, the Company reviewed the performance of its European operations, sales order activity, and status of the European backlog. Based on this review, the Company wrote off goodwill in the amount of $2.3 million. This expense is included in the nine months operating profit total for the Rail Group. As of September 30, 2005, the Company has fixed assets with a net book value of approximately $56.8 million related to its European operations. The Company will continue to evaluate its European operations, as necessary, to determine if there has been any impairment in the value of the fixed assets.

Note 5. Warranties

     The Company provides for the estimated cost of product warranties at the time revenue is recognized and assesses the adequacy of the resulting reserves on a quarterly basis. The change in the accruals for warranties for the three and nine months ended September 30, 2005 and 2004 is as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
	( in millions)						(in millions)
Beginning balance	$	26.5		$	20.3		$	19.3		$	23.0
Additions		9.4			3.2			21.0			9.2
Reductions		(2.7	)		(3.4	)		(7.1	)		(12.1	)
Ending balance	$	33.2		$	20.1		$	33.2		$	20.1

11

Note 6. Debt

     The following table summarizes the components of debt as of September 30, 2005 and December 31, 2004.

	September 30,		December 31,
	2005		2004
	(in millions)
Corporate/Manufacturing — Recourse:
Revolving commitment	$	—	$	—
Senior notes		300.0		300.0
Other		3.1		5.3
		303.1		305.3
Leasing — Recourse
Equipment trust certificates		130.1		170.0
		130.1		170.0
		433.2		475.3
Leasing — Non-recourse
Warehouse facility		209.2		42.7
		209.2		42.7
Total debt	$	642.4	$	518.0

     In April 2005, the $250 million revolving credit facility was extended and expanded to provide for a five-year, $350 million secured revolving credit facility. Two of the financial covenants, the asset coverage ratio and the capital expenditures limitation, were eliminated, while the permitted leverage ratio was increased. At September 30, 2005, there were no borrowings under the revolving credit facility. Due to outstanding letters of credit, $234.7 million was available under this facility as of September 30, 2005.

     In August 2005, Trinity Industries Leasing Company (“TILC”) extended its $300 million non-recourse warehouse facility through August 2007. This facility that was established to finance railcars owned by TILC has $209.2 million outstanding as of September 30, 2005. Advances under the facility bear interest at a defined index rate plus a margin, for an all in rate of 4.54% as September 30, 2005. At September 30, 2005, $90.8 million was available under this facility. In October 2005, this facility was increased by $75 million to $375 million and will continue to be used to finance railcars owned by TILC.

     In anticipation of a future debt issuance, the Company entered into interest rate swap transactions during the third quarter of 2005. These instruments, with a notional amount of $60 million, fix the interest rate on a future debt issuance associated with a railcar leasing transaction in 2006 and will expire in the first quarter of 2006. The weighted average fixed interest rate under these instruments is 4.611 percent. These interest rate swaps are being accounted for as cash flow hedges with changes in the fair value of the instruments recorded in other comprehensive income.

     Terms and conditions of other debt are described in the Annual Report on Form 10-K.

     The remaining principal payments under existing debt agreements as of September 30, 2005 are as follows:

	Remaining
	three months
	of 2005		2006		2007		2008		2009		Thereafter
					(in millions)
Recourse:
Corporate/Manufacturing	$	0.3	$	1.4	$	1.2	$	0.2	$	—	$	300.0
Leasing — equipment trust certificates (Note 7)		—		10.3		43.5		14.2		62.1		—
Non-recourse:
Leasing —warehouse facility (Note 7)		1.9		7.6		5.0		129.8		64.9		—
Total principal payments	$	2.2	$	19.3	$	49.7	$	144.2	$	127.0	$	300.0

12

Note 7. Railcar Leasing and Management Services Group

     The Railcar Leasing and Management Services Group (Leasing Group) provides fleet management, maintenance, and leasing services. Selected combined financial information for the Leasing Group is as follows:

	September 30,			December 31,
	2005			2004
	(in millions)
Balance Sheet
Cash	$	16.6		$	7.2
Leasing equipment Machinery		33.3			33.3
Equipment on lease		840.9			602.4
Construction in progress		0.1			—
		874.3			635.7
Less accumulated depreciation		(137.4	)		(120.4	)
		736.9			515.3
Restricted assets		68.9			65.5
Debt
Recourse		130.1			170.0
Non-recourse		209.2			42.7

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2005		2004		2005		2004
	( in millions)				(in millions)
Statement of Operations
Revenues	$	44.0	$	36.5	$	145.1	$	143.3
Operating profit		12.9		7.9		39.5		31.9

     Interest expense, which is not a component of operating profit, was $5.1 million and $13.8 million for the three and nine month periods ended September 30, 2005 and $4.7 and $14.0 for the same periods last year.

     Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured by Trinity and enters into lease contracts with third parties with terms generally ranging between one and twenty years. The Leasing Group primarily enters into operating leases. Future minimum rental revenues on leases in each year are (in millions): the remaining three months of 2005 — $35.7; 2006 — $129.9; 2007 — $117.9; 2008 — $99.4; 2009 — $85.6 and $359.3 thereafter.

     The Leasing Group’s debt consists of both recourse and non-recourse debt. See Note 6 for maturities of the debt. Leasing Group equipment with a net book value of $573.5 million is pledged as collateral for Leasing Group debt.

Note 8. Other, Net

     Other, net consists of other (income) expense of the following items:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
	(in millions)						(in millions)
Gain on sale of property, plant and equipment	$	(2.0	)	$	(1.4	)	$	(6.5	)	$	(4.4	)
Foreign currency exchange transactions		(0.2	)		0.4			(0.1	)		1.5
Royalty on lease of oil and gas mineral rights		(1.8	)		—			(1.8	)		—
(Gain) loss on equity investments		(3.9	)		0.6			(3.4	)		1.4
Other		0.3			0.2			0.3			(0.2	)
Other, net	$	(7.6	)	$	(0.2	)	$	(11.5	)	$	(1.7	)

13

Note 9. Benefit Plans

     The following table summarizes the components of net periodic pension cost for the Company:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
	(in millions)						(in millions)
Service cost	$	2.6		$	2.5		$	7.7		$	7.4
Interest		4.2			3.7			12.6			11.1
Expected return on assets		(4.3	)		(3.9	)		(12.9	)		(11.6	)
Amortization and deferral		0.8			0.3			2.2			0.9
Profit sharing		1.4			0.8			4.2			2.6
Net expense	$	4.7		$	3.4		$	13.8		$	10.4

     The Company contributed $2.4 million and $4.7 million to the Company’s defined benefit pension plans for the three and nine month periods ended September 30, 2005. The Company contributed $13.2 and $16.8 million to the Company’s defined benefit pension plans for the three and nine month periods ended in the prior year. Total contributions to the Company’s pension plans in 2005 are expected to be approximately $6.1 million.

Note 10. Contingencies

     Barge Litigation

     At January 1, 2005, the Company and its wholly owned subsidiary, Trinity Marine Products, Inc. (“TMP”), and certain material suppliers and others, were co-defendants in four separate lawsuits alleging the same or similar causes of action related to the coatings applied to barges manufactured by TMP. The following three cases have been settled or agreed to settle. In the first quarter of 2005, the Company agreed to settle the J. Russell Flowers, Inc. case. Trinity Marine Leasing, Inc. (the Company’s barge leasing subsidiary) agreed to acquire up to 54 hopper barges from Flowers and Flowers agreed to pay in full its outstanding receivable to TMP. Additionally, the LeBeouf Bros. Towing Co., Inc. case was settled with Trinity Marine Leasing, Inc. entering into a sale and lease-back agreement for a limited number of LeBeouf tank barges coupled with a sale by TMP to LeBeouf of a like number of new tank barges. In the second quarter of 2005, the Company settled the Marquette Transportation Company case (“Marquette case”). The Marquette case involved 84 hopper barges sold at an average price of approximately $280,000. The Marquette settlement involves both the plaintiff’s purchase of 100 new hopper barges and 20 cover sets from TMP, such barges and cover sets to be manufactured in 2005 and 2006, and the payment by TMP of a portion of the plaintiff’s expenses.

     The fourth case, filed by Waxler Transportation, remains active. In the Waxler case, the plaintiff has petitioned the court for certification of a class which, if certified by the court, could significantly increase the total number of barges at issue. Absent certification of the class, the current class representative owns four tank barges on which allegedly defective coatings were applied. These four barges were sold at an approximate average price of $1.4 million. Legal counsel for the Company and TMP has advised that factual disputes exist regarding the legal merits of class certification. Discovery is underway in Waxler but no date has been set for trial. Independent experts investigating the claims for the Company have opined that the plaintiffs’ assertion the coating applied to the barges is a food source for microbiologically influenced corrosion is without merit. The Company and TMP are defending the Waxler case vigorously.

     In a separate action, the Company and TMP filed for declaratory judgment to determine the Company’s and TMP’s obligation for coatings applied to 65 tank barges and TMP’s rights and remedies under an insurance policy applicable to the barges in which TMP was named as an additional insured. During mediation in April 2005, the action was partially settled between the Company, TMP, and one of the defendants who owned 42 of the barges. In connection with this partial settlement the Company and TMP received an assignment of rights from the settling defendant with respect to insurance proceeds. The action is pending as to the other defendants involving 23 of the barges.

     For the settlement agreements noted above and unrelated barge warranty matters, $3.3 million was expensed during the first quarter of 2005.

     For additional information on Barge Litigation settlements, see footnote 9 in the Company’s Form 10-Q for the three months ended March 31, 2005.

14

     Other Litigation

     A subsidiary of the Company, Transit Mix Concrete and Materials Company, Inc. (“Transit Mix”), is named as a defendant in a case involving the death of an employee of an independent contractor who was working at a Transit Mix facility. Following a jury verdict in favor of the plaintiff, the presiding judge entered a final judgment that, together with fees, costs, and judgment interest, now totals $41.6 million. This case has been appealed by Transit Mix and its insurers. Management believes liability in this case, if any, exceeding $3.0 million, will be covered by insurance.

     The Company is also involved in other claims and lawsuits incidental to its business. Based on information currently available, it is management’s opinion that the ultimate outcome of all current litigation and other claims, including settlements, in the aggregate will not have a material adverse effect on the Company’s overall financial condition for purposes of financial reporting. However, resolution of certain claims or lawsuits by settlement or otherwise could have a significant impact on the operating results of the reporting period in which such resolution occurs.

     The Company is subject to federal, state, local, and foreign laws and regulations relating to the environment and to the workplace. The Company believes that it is currently in substantial compliance with such laws and regulations.

     The Company is involved in various proceedings relating to environmental matters. The Company has reserved $10.4 million to cover probable and estimable liabilities of the Company with respect to investigation, assessment, and remedial response to such matters, taking into account currently available information and the Company’s contractual rights to indemnification and other recourse to third parties. However, estimates of future remedial response costs are necessarily imprecise. Accordingly, there can be no assurance that the Company will not become involved in future environmental litigation or other proceedings or, if the Company were found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company.

Note 11. Financial Statements for Guarantors of the Senior Notes

     On March 10, 2004, $300,000,000 of Senior Notes due 2014 were issued by Trinity Industries, Inc. (Parent) which includes the corporate operations and certain operations of the Construction Products Group and the Industrial Products Group. The Senior Notes are fully and unconditionally and jointly and severally guaranteed by certain of Trinity’s wholly owned subsidiaries: Transit Mix Concrete & Material Company, Trinity Industries Leasing Company, Trinity Marine Products, Inc., Trinity Rail Group, LLC, Thrall Trinity Freight Car, Inc., Trinity Tank Car, Inc., and Trinity Rail Components and Repair, Inc. No other subsidiaries guarantee the Senior Notes. As of September 30, 2005, assets held by the non-guarantor subsidiaries include $68.9 million of restricted assets that are not available for distribution to the Parent, $277.3 million of assets securing certain debt held by the non-guarantor subsidiaries, and $292.6 million of assets located in foreign locations.

Statement of Operations
For the Three Months Ended September 30, 2005

				Combined			Combined Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	114.3		$	415.3		$	252.0	$	(39.1	)	$	742.5
Cost of sales		109.1			356.1			206.5		(39.1	)		632.6
Selling, engineering and administrative expenses		18.5			21.7			10.8		—			51.0
		127.6			377.8			217.3		(39.1	)		683.6
Operating profit (loss)		(13.3	)		37.5			34.7		—			58.9
Other (income) expense		(40.9	)		(4.6	)		1.7		46.2			2.4
Income (loss) before income taxes		27.6			42.1			33.0		(46.2	)		56.5
Provision (benefit) for income taxes		(5.5	)		17.4			11.5		—			23.4
Net income (loss)	$	33.1		$	24.7		$	21.5	$	(46.2	)	$	33.1

15

Statement of Operations
For the Nine Months Ended September 30, 2005

				Combined			Combined Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	335.6		$	1,193.6		$	711.4		$	(119.9	)	$	2,120.7
Cost of sales		309.7			1,033.3			631.5			(119.9	)		1,854.6
Selling, engineering and administrative expenses		46.9			65.7			33.2			—			145.8
		356.6			1,099.0			664.7			(119.9	)		2,000.4
Operating profit (loss)		(21.0	)		94.6			46.7			—			120.3
Other (income) expense		(63.5	)		(6.9	)		(4.7	)		93.5			18.4
Income (loss) before income taxes		42.5			101.5			51.4			(93.5	)		101.9
Provision (benefit) for income taxes		(18.4	)		39.9			19.5			—			41.0
Net income (loss)	$	60.9		$	61.6		$	31.9		$	(93.5	)	$	60.9

Statement of Operations
For the Three Months Ended September 30, 2004

				Combined		Combined Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(in millions )
Revenues	$	89.7		$	335.1	$	183.8		$	(41.4	)	$	567.2
Cost of sales		67.0			308.4		185.5			(41.4	)		519.5
Selling, engineering and administrative expenses		12.9			18.6		12.4			—			43.9
		79.9			327.0		197.9			(41.4	)		563.4
Operating profit (loss)		9.8			8.1		(14.1	)		—			3.8
Other (income) expense		9.5			1.4		(13.0	)		4.2			2.1
Income (loss) before income taxes		0.3			6.7		(1.1	)		(4.2	)		1.7
Provision (benefit) for income taxes		(0.6	)		2.5		(1.1	)		—			0.8
Net income (loss)	$	0.9		$	4.2	$	0.0		$	(4.2	)	$	0.9

Statement of Operations
For the Nine Months Ended September 30, 2004

				Combined		Combined Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(in millions )
Revenues	$	203.3		$	887.4	$	542.6		$	(62.5	)	$	1,570.8
Cost of sales		160.1			806.3		532.1			(62.5	)		1,436.0
Selling, engineering and administrative expenses		37.5			52.8		32.9			—			123.2
		197.6			859.1		565.0			(62.5	)		1,559.2
Operating profit (loss)		5.7			28.3		(22.4	)		—			11.6
Other (income) expense		19.7			6.8		(21.9	)		16.3			20.9
Income (loss) before income taxes		(14.0	)		21.5		(0.5	)		(16.3	)		(9.3	)
Provision (benefit) for income taxes		(7.7	)		9.2		(4.5	)		—			(3.0	)
Net income (loss)	$	(6.3	)	$	12.3	$	4.0		$	(16.3	)	$	(6.3	)

16

Balance Sheet
September 30, 2005

			Combined			Combined Non-
			Guarantor			Guarantor
	Parent		Subsidiaries			Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash	$	67.9	$	0.9		$	57.8	$	—		$	126.6
Accounts receivable		69.1		135.7			67.8		—			272.6
Inventory		61.3		230.2			147.1		—			438.6
Property and equipment, net		46.7		360.3			606.0		—			1,013.0
Investments in subsidiaries/ intercompany receivable (payable), net		1,275.1		(228.8	)		28.1		(1,074.4	)		—
Other		181.1		354.4			172.9		(100.9	)		607.5
	$	1,701.2	$	852.7		$	1,079.7	$	(1,175.3	)	$	2,458.3
Liabilities:
Accounts payable and accrued liabilities	$	185.3	$	216.3		$	154.9	$	(33.7	)	$	522.8
Deferred income		32.2		2.9			10.7		—			45.8
Other liabilities		32.7		119.1			13.1		(67.2	)		97.7
Debt		301.4		131.3			209.7		—			642.4
Redeemable convertible preferred stock		58.6		—			—		—			58.6
Total stockholders’ equity		1,091.0		383.1			691.3		(1,074.4	)		1,091.0
	$	1,701.2	$	852.7		$	1,079.7	$	(1,175.3	)	$	2,458.3

Balance Sheet
December 31, 2004

			Combined			Combined Non-
			Guarantor			Guarantor
	Parent		Subsidiaries			Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash	$	138.3	$	0.4		$	43.6	$	—		$	182.3
Accounts receivable		57.1		98.1			59.0		—			214.2
Inventory		58.4		200.5			143.4		—			402.3
Property and equipment, net		51.4		374.8			384.7		—			810.9
Investments in subsidiaries/ intercompany receivable (payable), net		1,181.8		(260.3	)		60.3		(981.8	)		—
Other		173.6		354.5			175.4		(103.0	)		600.5
	$	1,660.6	$	768.0		$	866.4	$	(1,084.8	)	$	2,210.2
Liabilities:
Accounts payable and accrued liabilities	$	219.8	$	154.4		$	137.5	$	—		$	511.7
Deferred income		33.5		3.0			10.7		—			47.2
Other liabilities		31.7		119.1			14.4		(103.0	)		62.2
Debt		304.5		170.0			43.5		—			518.0
Redeemable convertible preferred stock		58.2		—			—		—			58.2
Total stockholders’ equity		1,012.9		321.5			660.3		(981.8	)		1,012.9
	$	1,660.6	$	768.0		$	866.4	$	(1,084.8	)	$	2,210.2

Statement of Cash Flows
For the Nine Months Ended September 30, 2005

				Combined			Combined Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in millions )
Net cash (used) provided by operating activities	$	(75.0	)	$	37.7		$	96.9		$	—	$	59.6
Net cash (required) provided by investing activities		(1.0	)		1.5			(248.9	)		—		(248.4	)
Net cash provided (required) by financing activities		5.6			(38.7	)		166.2			—		133.1
Net (decrease) increase in cash and cash equivalents		(70.4	)		0.5			14.2			—		(55.7	)
Cash and equivalents at beginning of period		138.3			0.4			43.6			—		182.3
Cash and equivalents at end of period	$	67.9		$	0.9		$	57.8		$	—	$	126.6

17

Statement of Cash Flows
For the Nine Months Ended September 30, 2004

				Combined			Combined Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in millions)
Net cash (used) provided by operating activities	$	(104.8	)	$	(88.1	)	$	63.6		$	—	$	(129.3	)
Net cash provided (required) by investing activities		3.7			88.1			(5.5	)		—		86.3
Net cash provided (required) by financing activities		175.6			(0.1	)		(24.3	)		—		151.2
Net increase (decrease) in cash and cash equivalents		74.5			(0.1	)		33.8			—		108.2
Cash and equivalents at beginning of period		31.5			1.0			13.5			—		46.0
Cash and equivalents at end of period	$	106.0		$	0.9		$	47.3		$	—	$	154.2

18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

     In the third quarter of 2005, the Company restructured its Industrial Products Group to include the Company’s structural wind tower operations as a result of the increase in structural wind towers revenue. The increase in revenue is due, in part, to the recent signing of the Energy Policy Act of 2005, which provides production tax credits on wind generated energy. As a result, the structural wind towers operations, previously included in the “All Other” segment, is now included in the Energy Equipment Group (previously, the Industrial Products Group). Segment information for prior periods has been reclassified to conform to the current presentation.

     The following discussion should be read in conjunction with the unaudited consolidated financial statements and related notes thereto appearing elsewhere in this document.

Overall Summary

          Revenues

	Three Months Ended September 30, 2005								Three Months Ended September 30, 2004
	Revenues								Revenues								Percent
	Outside		Intersegment			Total			Outside		Intersegment			Total			Change
	(in millions)
Rail Group	$	408.6	$	83.6		$	492.2		$	279.8	$	35.4		$	315.2			56.2	%
Construction Products Group		180.0		2.2			182.2			170.3		0.5			170.8			6.7
Inland Barge Group		50.3		—			50.3			46.2		—			46.2			8.9
Energy Equipment Group		58.0		2.3			60.3			33.1		2.4			35.5			70.0
Railcar Leasing and Management Services Group		44.0		—			44.0			36.5		—			36.5			20.5
All Other		1.6		10.1			11.7			1.3		7.5			8.8			33.0
Eliminations		—		(98.2	)		(98.2	)		—		(45.8	)		(45.8	)
Consolidated Total	$	742.5	$	—		$	742.5		$	567.2	$	—		$	567.2			30.9	%

	Nine Months Ended September 30, 2005								Nine Months Ended September 30, 2004
	Revenues								Revenues								Percent
	Outside		Intersegment			Total			Outside		Intersegment			Total			Change
	(in millions)
Rail Group	$	1,157.2	$	264.4		$	1,421.6		$	729.6	$	120.1		$	849.7			67.3	%
Construction Products Group		502.3		3.6			505.9			443.5		1.1			444.6			13.8
Inland Barge Group		159.0		—			159.0			153.6		—			153.6			3.5
Energy Equipment Group		153.4		7.8			161.2			98.3		5.0			103.3			56.1
Railcar Leasing and Management Services Group		145.1		—			145.1			143.3		—			143.3			1.3
All Other		3.7		27.7			31.4			2.5		21.6			24.1			30.3
Eliminations		—		(303.5	)		(303.5	)		—		(147.8	)		(147.8	)
Consolidated Total	$	2,120.7	$	—		$	2,120.7		$	1,570.8	$	—		$	1,570.8			35.0	%

     Our revenues for the three and nine months ended September 30, 2005 increased primarily due to a significant increase in outside sales by the Rail Group. Additionally, the increase in revenues for the Construction Products Group was primarily attributable to an increase in raw material costs which have resulted in higher sales prices. For the nine months ended September 30, 2005, the Construction Products Group has experienced favorable weather that has also attributed to an increase in revenues. The increase in revenue from the Railcar Leasing and Management Services Group was the result of an increase in the size of the fleet and an improvement in utilization, partially offset by a decrease in sales of cars from the lease fleet. The increase in revenues for the Energy Equipment Group was primarily attributable to the increase in sales of structural wind towers.

          Operating Profit (Loss)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
	(in millions)						(in millions)
Rail Group	$	36.0		$	(14.5	)	$	62.0		$	(17.2	)
Construction Products Group		21.2			18.5			50.9			35.0
Inland Barge Group		4.7			(1.7	)		6.7			(12.8	)
Energy Equipment Group		8.4			4.1			20.8			8.4
Railcar Leasing and Management Services Group		12.9			7.9			39.5			31.9
All Other		(0.8	)		(1.3	)		(4.3	)		(1.2	)
Corporate		(9.7	)		(7.2	)		(25.4	)		(23.8	)
Eliminations		(13.8	)		(2.0	)		(29.9	)		(8.7	)
Consolidated Total	$	58.9		$	3.8		$	120.3		$	11.6

19

     Our operating profit for the three and nine months ended September 30, 2005 increased as the result of improved efficiencies and cost savings due to increased volumes in our manufacturing businesses, increased pricing, and an increase in the size and utilization of our lease fleet. Additionally, operating profit increased due to a significant decrease in expense related to losses on contracts resulting from increases in the prices of steel and other raw materials in our Rail and Inland Barge Groups, partially offset by an increase in warranty expense and a write-off of goodwill associated with our European operations in the Rail Group in the second quarter of 2005. In June 2005, we reviewed the performance of our European operations, sales order activity, and status of the backlog during the quarter and concluded a goodwill write-off was necessary. As of September 30, 2005, we have fixed assets with a net book value of approximately $56.8 million that relate to the European operations. We will continue to evaluate the European operations, as necessary, to determine if there has been any impairment in the value of the fixed assets.

     Other Income and Expense. Interest expense, net of interest income was $10.0 million for the three months ended September 30, 2005 compared to $2.3 million for the same period last year. Interest income decreased $7.9 million over the same period last year and interest expense decreased $0.2 million over the same period last year. Interest expense, net of interest income, was $29.9 million for the nine months ended September 30, 2005 and $22.6 million for the nine months ended September 30, 2004. Interest income decreased $7.5 million and interest expense decreased $0.2 over the same period last year. For both the three and nine month periods the decrease in interest income is primarily related to the recognition of $8.1 million in accrued interest on a deposit in Mexico to purchase steel that was collected in the third quarter of 2004. Interest expense remained constant for the three and nine months ended September 30, 2005 and 2004. The increase in interest expense in 2005 related to an increase in debt balances associated with the warehouse facility as compared to the increase in interest expense in 2004 that was related to a write-off of deferred loan fees of $1.2 million in connection with early retirement of a term loan. Other, net increased due to the sale of an equity interest in a leasing investment, royalties earned on the lease of mineral drilling rights, and higher gains on sales of property, plant and equipment.

     Income Taxes. The current effective tax rate for 2005 of 40.2% was greater than the statutory rate of 35.0% due to the state income taxes, the write-down of goodwill in the second quarter of 2005 that is not deductible for tax purposes, and the impact of certain foreign tax losses in jurisdictions with a lower tax rate or in foreign locations where tax benefits were not recorded. The prior year current effective tax rate of 32.6% was due to foreign income which has lower effective tax rates.

Rail Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2005			2004			Percent			2005			2004			Percent
	(in millions)						Change			(in millions)						Change
Revenues:
North American Rail	$	417.8		$	263.2			58.7	%	$	1,209.9		$	628.0			92.7	%
European Rail		33.8			25.5			32.6			96.9			134.6			(28.0	)
Components		40.6			26.5			53.2			114.8			87.1			31.8
Total revenues	$	492.2		$	315.2			56.2		$	1,421.6		$	849.7			67.3
Operating profit (loss)	$	36.0		$	(14.5	)				$	62.0		$	(17.2	)
Operating profit margin (loss)		7.3	%		(4.6	)%					4.4	%		(2.0	)%

     Railcars shipped in North America increased 37.1% to 5,685 cars during the three months ended September 30, 2005 compared to the same period in 2004. For the nine months ended September 30, 2005, we shipped 17,016 cars for an increase of 67.9%. As of September 30, 2005, our North American backlog was approximately 16,900 cars compared to approximately 19,800 cars as of September 30, 2004.

     Railcars shipped in Europe increased 10.7% to approximately 360 cars for the three months ended September 30, 2005. For the nine months ended September 30, 2005, we shipped approximately 1,060 cars for a decline of 39.6% as compared to the same period last year. As of September 30, 2005, our European backlog was approximately 730 cars compared to approximately 1,700 cars on the same date last year.

     The operating profit for the Rail Group increased for the three months ended September 30, 2005 compared to the same period last year due to increased pricing, increased volume, and improved operating efficiencies, particularly in North American Rail, partially offset by an increase in warranty expense and losses on contracts resulting from increases in the prices of steel and other raw materials of $3.2 million. The three months ended September 30, 2004 included increased steel and component costs of $17.0 million including a $4.6 million contract loss on railcars to be delivered and an increased operating loss in Europe of $1.2 million as a result of a third quarter plant shut-down for maintenance.

     The operating profit for the Rail Group increased for the nine months ended September 30, 2005 compared to the same period last year due to the same reasons stated for the current quarter but was also impacted by a write-off of $2.3 million of

20

goodwill associated with the European operations previously discussed in the overall operating profit summary above and an inventory write-down of $1.8 million. The nine months ended September 30, 2004 was adversely impacted by $33.2 million due to increased material costs above costs anticipated for contracts that existed at the beginning of 2004, shortages of material and, unanticipated plant shut-downs, start-up costs related to reopening manufacturing facilities in Europe and unabsorbed costs related to the shut-down of a European plant for maintenance.

     In the three months ended September 30, 2005 railcar sales to the Railcar Leasing and Management Services Group were $82.9 million compared to $34.3 million in the comparable period in 2004 with profit of $13.8 million compared to $2.0 million for the same period in 2004. In the nine months ended September 30, 2005 railcar sales to the Railcar Leasing and Management Services Group were $262.6 million compared to $117.0 million in the comparable period in 2004 with profit of $29.9 million compared to $8.7 million for the same period in 2004. Sales to the Railcar Leasing and Management Services Group and related profits are included in the operating results of the Rail Group but are eliminated in consolidation.

Construction Products Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2005			2004			Percent			2005			2004			Percent
	(in millions)						Change			(in millions)						Change
Revenues:
Concrete and Aggregates	$	95.7		$	87.7			9.1	%	$	274.2		$	231.1			18.7	%
Highway Products		58.7			62.7			(6.4	)		153.0			154.0			(0.7	)
Other		27.8			20.4			36.3			78.7			59.5			32.3
Total revenues	$	182.2		$	170.8			6.7		$	505.9		$	444.6			13.8
Operating profit	$	21.2		$	18.5					$	50.9		$	35.0
Operating profit margin		11.6	%		10.8	%					10.1	%		7.9	%

     Revenues increased for the three and nine months ended September 30, 2005 compared to the same periods in 2004 primarily attributable to an increase in raw material costs which have resulted in higher sales prices, offset by slightly unfavorable weather conditions for the three months ended September 30, 2005. For the nine months ended September 30, 2005, favorable weather also contributed to increased revenues. The operating profit margins increased as a result of increased demand across all businesses as well as price increases and operational efficiencies.

Inland Barge Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2005			2004			Percent			2005			2004			Percent
	(in millions)						Change			(in millions)						Change
Revenues	$	50.3		$	46.2			8.9	%	$	159.0		$	153.6			3.5	%
Operating profit (loss)	$	4.7		$	(1.7	)				$	6.7		$	(12.8	)
Operating profit (loss) margin		9.3	%		(3.7	)%					4.2	%		(8.3	)%

     Revenues increased for the three and nine months ended September 30, 2005 compared to the same periods in 2004. This was primarily due to a change in the mix of tank barges sold and an increase in raw material costs which have resulted in higher sales prices. For the nine months ended September 30, 2005, these increases were partially offset by a decrease in hopper barge sales. Operating profit for the three and nine months ended September 30, 2005 increased compared to the same periods last year. The improvement for the three and nine months ended September 30, 2005 was primarily due to a change in mix, the ability to pass on steel cost increases to our customers, as well as a decrease in barge litigation costs. The expense related to estimated losses on contracts due to steel surcharges was $9.1 million for the nine months ended September 30, 2004. No loss on contract expense was recorded in 2005. Barge litigation and related costs were $0.1 million and $1.0 million for the three months ended September 30, 2005 and 2004, respectively. For the nine months ended September 30, 2005 barge litigation and related costs were $2.4 million compared to $4.1 million for the same period last year. Barge litigation settlements for the nine months ended September 30, 2005 were $3.3 million.

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Energy Equipment Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2005			2004			Percent			2005			2004			Percent
	(in millions)						Change			(in millions)						Change
Revenues	$	60.3		$	35.5			70.0	%	$	161.2		$	103.3			56.1	%
Operating profit	$	8.4		$	4.1					$	20.8		$	8.4
Operating profit margin		13.9	%		11.5	%					12.9	%		8.1	%

     Revenues increased for the three and nine months ended September 30, 2005 compared to the same periods in 2004, primarily due to sales of structural wind towers. Activity in the structural wind towers business resumed in the latter part of 2004 with the anticipated passage of the Energy Policy Act of 2005, which provides production tax credits on wind generated energy. Increased sales of container heads and tank car heads in Mexico as well as improved pricing on containers sold in Mexico also contributed to the increase in revenues in the three and nine months ended September 30, 2005. The operating profit margins for the three and nine months ended September 30, 2005 were higher than the same quarter last year due to the resumed operations for the sale of structural wind towers, more favorable market conditions, continued cost reductions, and improved pricing.

Railcar Leasing and Management Services Group

	Three Months									Nine Months
	Ended									Ended
	September 30,									September 30,
	2005			2004			Percent			2005			2004			Percent
	(in millions)						Change			(in millions)						Change
Revenues:
Leasing and management	$	43.4		$	35.5			22.3	%	$	122.8		$	105.5			16.4	%
Sales of cars from the lease fleet		0.6			1.0			*			22.3			37.8			(41.0	)
Total revenues	$	44.0		$	36.5			20.5		$	145.1		$	143.3			1.3
Operating Profit:
Leasing and management	$	12.8		$	8.2					$	33.9		$	27.4
Sales of cars from the lease fleet		0.1			(0.3	)					5.6			4.5
Total operating profit	$	12.9		$	7.9					$	39.5		$	31.9
Operating profit margin		29.3	%		21.6	%					27.2	%		22.3	%
Fleet utilization		99.4	%		98.5	%					99.4	%		98.5	%

• - not meaningful

     Total revenues increased for the three and nine months ended September 30, 2005 compared to the same periods last year due to increased rental revenues related to additions to the lease fleet, higher average lease rates, and improved fleet utilization, partially offset by a reduction in sales of cars from the lease fleet. Operating profit for the leasing and management operations as well as from the sales of cars from the lease fleet increased for the three and nine months ended September 30, 2005. This increase is primarily attributable to additions to the lease fleet, higher average lease rates, and improved utilization.

     To fund the continued expansion of its lease fleet to meet market demand, the Leasing Group uses its non-recourse warehouse facility to provide initial financing for a portion of the manufacturing costs of the cars. Subsequently, the Leasing Group generally obtains long-term financing for the cars in the lease fleet through long-term recourse debt such as equipment trust certificates, long-term non-recourse operating leases pursuant to sales/leaseback transactions, or asset-backed securities.

     The Company uses a non-GAAP measure to compare performance between periods. This non-GAAP measure is EBITDAR, which is Operating Profit of the Leasing Group plus depreciation and rental or lease expense. We use this measure to eliminate the costs resulting from financings. EBITDAR should not be considered as an alternative to operating profit or other GAAP financial measurements as an indicator of our operating performance. EBITDAR is shown below:

22

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
	(in millions)						(in millions)
Operating profit — leasing and management	$	12.8		$	8.2		$	33.9		$	27.4
Add: Depreciation and amortization		6.9			5.5			18.5			17.3
Rental expense		12.3			10.2			36.8			28.6
EBITDAR	$	32.0		$	23.9		$	89.2		$	73.3
EBITDAR margin		73.7	%		67.3	%		72.6	%		69.5	%

     The increase in EBITDAR for the three and nine months ended September 30, 2005 was due to improved fleet utilization, higher average lease rates, and an increase in the size of the fleet.

     As of September 30, 2005, the Leasing and Management Services Group’s rental fleet of approximately 23,300 owned or leased railcars had an average age of 5.23 years and an average remaining lease term of 6.02 years.

All Other

	Three Months Ended September 30,									Nine Months Ended September 30,
	2005			2004			Percent			2005			2004			Percent
	(in millions)						Change			(in millions)						Change
Revenues.	$	11.7		$	8.8			33.0	%	$	31.4		$	24.1			30.3	%
Operating loss		(0.8	)		(1.3	)					(4.3	)		(1.2	)

     The increase in revenues for the three and nine month periods ended September 30, 2005 over the same periods last year was primarily attributable to an increase in Intersegment sales by our transportation company. The operating loss in the three and nine month periods ended September 30, 2005 is primarily due to costs associated with non-operating plants. The operating loss for nine months ended September 30, 2004 contained a reversal of $3.1 million of expenses due to an adjustment of reserves for contingencies related to non-operating plants.

Liquidity and Capital Resources

2005 Financing Activity

     In April, we extended and expanded our current revolving credit facility to provide for a five-year, $350 million secured revolving credit facility. Two of the financial covenants, the asset coverage ratio and the capital expenditures limitation, were eliminated, while the permitted leverage ratio was increased. At September 30, 2005, there were no borrowings under this revolving credit facility.

     In August 2005, we extended Trinity Industries Leasing Company’s (“TILC”) current warehouse facility with a $300 million line to August 2007. At September 30, 2005, there was $209.2 million outstanding on this facility. In October, this facility was increased by $75 million to $375 million and will continue to be used to finance railcars owned by TILC.

     In anticipation of a future debt issuance, we entered into interest rate swap transactions during the third quarter of 2005. These instruments, with a notional amount of $60 million, fix the interest rate on a future debt issuance associated with a railcar leasing transaction in 2006 and will expire in the first quarter of 2006. The weighted average fixed interest rate under these instruments is 4.611 percent. These interest rate swaps are being accounted for as cash flow hedges with changes in the fair value of the instruments recorded in other comprehensive income.

Cash Flows

     Operating Activities. Net cash provided by operating activities for the nine months ended September 30, 2005 was $59.6 million compared to $129.3 million of net cash required by operating activities for the same period in 2004. This was primarily due to an increase in earnings for the nine month period as well as an increase in accounts payable partially offset by an increase in inventory and receivables related to increased production volumes. The increase in inventory and receivables is reflective of the upturn in our businesses.

23

     Investing Activities. Net cash required by investing activities for the nine months ended September 30, 2005 was $248.4 million compared to $86.3 million provided by investing activities for the same period last year. Capital expenditures for the nine months ended September 30, 2005 were $279.2 million, of which $233.0 million were for additions to the lease subsidiary. This compares to $136.9 million of capital expenditures for the same period last year, of which $112.5 million were for additions to the lease subsidiary. Proceeds from the sale of property, plant and equipment were $30.8 million for the nine months ended September 30, 2005 composed primarily of railcar sales from the lease fleet and the sale of non-operating assets, compared to $230.4 million for the same period in 2004 composed primarily of railcar sales from the lease fleet and non-operating assets. In 2004, $15.7 million of cash was required for an acquisition by our Construction Products Group and $8.5 million of cash was provided by the sale of the Leasing’s Group equity ownership in a trust.

Financing Activities. Net cash provided by financing activities during the nine months ended September 30, 2005 was $133.1 million compared to $151.2 million for the same period in 2004. We intend to use our cash to fund the operations of the Company, including expansion of manufacturing plants and additions to the leasing fleet. During the first quarter of 2004, we issued $300 million aggregate principal amount 6 ¹/2% senior notes due 2014 through a private offering. We applied approximately $163 million of the net proceeds of the offering to repay all indebtedness under our existing credit facility.

Contractual Obligation and Commercial Commitments

     As of September 30, 2005, other commercial commitments related to letters of credit have increased to $124.4 million from $124.2 million as of December 31, 2004. Refer to Note 6 in the financial statements for changes to our outstanding debt and maturities. Other commercial commitments that relate to operating leases under sale/leaseback transactions were basically unchanged as of September 30, 2005.

Recently Issued Accounting Standards

     In November 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 151, “Inventory Costs,” which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. SFAS No. 151 will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. We do not believe the adoption of SFAS No. 151 will have a material impact on our results of operations.

     In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets,” which eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have a commercial substance. SFAS No. 153 will be effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. We do not believe that the adoption of SFAS No. 153 will have a material impact on our financial statements.

     Forward-Looking Statements. This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performance, estimates, projections, goals and forecasts. Potential factors, which could cause our actual results of operations to differ materially from those in the forward-looking statements, include among others:

• market conditions and demand for our products;

• the cyclical nature of both the railcar and barge industries;

• variations in weather in areas where construction products are sold and used;

• disruption of manufacturing capacity due to weather related events;

• the timing of introduction of new products;

• the timing of customer orders;

• price changes;

• changes in mix of products sold;

• the extent of utilization of manufacturing capacity;

• availability and costs of component parts, supplies, and raw materials;

• competition and other competitive factors;

• changing technologies;

• steel prices;

• surcharges added to fixed pricing agreements for raw materials;

• interest rates and capital costs;

• long-term funding of our leasing warehouse facility;

• taxes;

24

• the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico and Romania;

• changes in import and export quotas and regulations;

• business conditions in emerging economies;

• results of litigation; and

• legal, regulatory, and environmental issues.

     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 to reflect events or circumstances after the date on which such statement is made.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     There has been no material change in our market risks since December 31, 2004.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

     The Company maintains controls and procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the SEC, and to process, summarize, and disclose this information within the time periods specified in the rules of the SEC. The Company’s Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these procedures and, as required by the rules of the SEC, evaluate their effectiveness. Based on their evaluation of the Company’s disclosure controls and procedures which took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers believe that these procedures are effective to ensure that the Company is able to collect, process, and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods.

Internal Controls

     The Company maintains a system of internal controls designed to provide reasonable assurance that: transactions are executed in accordance with management’s general or specific authorization; transactions are recorded as necessary (1) to permit preparation of financial statements in conformity with generally accepted accounting principles, and (2) to maintain accountability for assets; access to assets is permitted only in accordance with management’s general or specific authorization; and the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     During the period covered by this report, there have been no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

25

PART II

Item 1. Legal Proceedings

     The information provided in Note 10 to the financial statements on page 14 is hereby incorporated into this Part II, Item 1 by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     This table provides information with respect to purchases by the Company of shares of its Common Stock during the quarter ended September 30, 2005:

	Number of		Average Price Paid
Period	Shares Purchased (1)		per Share (1)
July 1, 2005 through July 31, 2005		158	$	36.93
August 1, 2005 through August 31, 2005		8,781	$	36.74
September 1, 2005 through September 30, 2005		743	$	40.40
Total		9,682	$	37.03

(1) This column includes the following transactions during the three months ended September 30, 2005: (i) the deemed surrender to the Company on 9,474 shares of Common Stock to pay the exercise price in connection with the exercise of employee stock options and (ii) purchase of 208 shares of Common Stock by the Trustee for assets held in a non-qualified employee profit sharing plan trust.

Item 5. Other Information

     None.

Item 6. Exhibits

Exhibit Number	Description
3.2	By-Laws of Trinity Industries, Inc. as amended September 7, 2005.
10.2.1	Amendment No. 2 to the Trinity Industries, Inc. Directors’ Retirement Plan.*
10.19.8	Amendment No. 8 to the Warehouse Loan Agreement, amending the Warehouse Loan Agreement dated June 27, 2002.
10.19.9	Amendment No. 9 to the Warehouse Loan Agreement, amending the Warehouse Loan Agreement dated June 27, 2002.
10.19.10	Side Letter to the Warehouse Loan Agreement dated June 27, 2002.
31.1	Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer.
31.2	Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer.
32.1	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Management contracts and compensatory plan arrangements.

26

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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. Registrant	By /s/ WILLIAM A. MCWHIRTER II William A. McWhirter II
	Vice President and
	Chief Financial Officer
	November 3, 2005

27

INDEX TO EXHIBITS

Exhibit Number	Description
3.2	By-Laws of Trinity Industries, Inc., as amended September 7, 2005.
10.2.1	Amendment No. 2 to the Trinity Industries, Inc. Directors’ Retirement Plan.*
10.19.8	Amendment No. 8 to the Warehouse Loan Agreement, amending the Warehouse Loan Agreement dated June 27, 2002.
10.19.9	Amendment No. 9 to the Warehouse Loan Agreement, amending the Warehouse Loan Agreement dated June 27, 2002.
10.19.10	Side Letter to the Warehouse Loan Agreement dated June 27, 2002.
31.1	Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer.
31.2	Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer.
32.1	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Management contracts and compensatory plan arrangements.

28

EX-3.2

Exhibit 3.2

As Amended Effective September 7, 2005

BYLAWS

OF

TRINITY INDUSTRIES, INC.

ARTICLE I.

Offices

     Section 1. The registered office shall be located in the City of Wilmington, County of New Castle, State of Delaware.

     Section 2. The corporation may also have offices at such other places within or without the State of Delaware as the Board of Directors may from time to time determine, or as the business of the corporation may require.

ARTICLE II.

Meetings of Stockholders

     Section 1. Meetings of the stockholders for any purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. At such meeting, the stockholders entitled to vote thereat shall elect by a plurality vote a Board of Directors. Nominations for election to the Board of Directors shall be made at such

meeting only by or at the direction of the Board of Directors, by a nominating committee or person appointed by the Board of Directors, or by a stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than sixty days nor more than ninety days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the later of (i) the sixtieth day prior to such annual meeting or (ii) the tenth day following the day on which public announcement of the date of such meeting is first made. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Such stockholder’s notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the corporation which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended; and (b) as to the stockholder giving the notice, (i) the name and record address of the

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stockholder, (ii) the class and number of shares of capital stock of the corporation which are beneficially owned by the stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as director of the corporation. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth herein.

     The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

     At each annual meeting of the stockholders, only such business shall be conducted as shall have properly been brought before the meeting. To be properly before the meeting, the business to be conducted must be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, otherwise properly brought before the meeting by or at the direction of the Board of Directors, or otherwise properly brought before the meeting by a stockholder entitled to vote at the meeting. In addition to any other applicable requirements, for

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business to be properly brought before the meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder’s notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than sixty days nor more than ninety days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the later of (i) the sixtieth day prior to such annual meeting or (ii) the tenth day following the day on which public announcement of the date of such meeting is first made. A stockholder’s notice to the Secretary of the corporation shall set forth as to each matter that the stockholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting. Notwithstanding the foregoing provisions of this Section 2, a stockholder seeking to have a proposal included in the corporation’s proxy statement shall comply with the requirements of Regulation 14A under the Securities Exchange Act of 1934, as amended (including, but not limited to, Rule 14a-8 or its successor provision).

     Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at

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the annual meeting except in accordance with the procedures set forth in this Section 2; provided, however, that nothing in this Section 2 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting in accordance with the procedures set forth in this Section 2.

     The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that the business sought to be so conducted was not properly brought before the meeting in accordance with the provisions of this Section 2, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

     Section 3. Special meetings of the stockholders may be called by the chief executive officer or a majority of the Board of Directors.

     Section 4. Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each stockholder of record entitled to vote at such meeting.

     Section 5. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof.

     Section 6. The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of stockholders except as otherwise provided by any applicable statute. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the presiding officer at the meeting or the stockholders present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice

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other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. In addition, the presiding officer at any meeting of stockholders shall have the power to adjourn the meeting at the request of the Board of Directors if the Board of Directors determines that adjournment is necessary or appropriate to enable stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders or to otherwise exercise effectively their voting rights.

     Section 7. Except as provided in Section 2 hereof with respect to the election of the Board of Directors, at a meeting at which a quorum is present, the vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote shall be the act of the stockholders’ meeting, unless the vote of a greater number is required by law or the Certificate of Incorporation.

     Section 8. Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of stockholders, except to the extent that the voting rights of the shares of any class are limited or denied by the Certificate of Incorporation.

     Section 9. At any meeting of the stockholders, every stockholder having the right to vote may vote either in person, or by proxy appointed by an instrument in writing as to a particular meeting and any adjournment or adjournments thereof subscribed by such stockholder or by his duly authorized attorney-in-fact. A proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise provided by law.

     Section 10. The officer or agent having charge of the stock transfer books shall make, at least ten (10) days before each meeting of stockholders, a complete list of the stockholders entitled

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to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation, and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer book or to vote at any such meeting of stockholders.

     Section 11. Notwithstanding any inconsistent provision which may be contained in these Bylaws, in order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten days of the date upon which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of

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business, or any officer or agent of the corporation having custody of the book in which proceedings of stockholders’ meeting are recorded, to the attention of the Secretary of the corporation. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

ARTICLE III.

Directors

     Section 1. The number of directors of the corporation shall be ten (10). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified; provided, any director may be removed at any time, with or without cause, by the holders of a majority of the shares entitled to vote, represented in person or by proxy, at any duly constituted meeting of stockholders called for the purpose of removing any such director or directors. Directors need not be residents of the State of Delaware or stockholders of the corporation.

     Section 2. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any newly created directorship(s) resulting from an increase in the authorized number of directors elected by all stockholders entitled to vote as a single class shall be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the proposed Board of Directors.

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     Section 3. The business and affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation, or these Bylaws directed or required to be exercised and done by the stockholders.

     Section 4. Meetings of the Board of Directors, regular or special, may be held either within or without the State of Delaware.

     Section 5. The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time and place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

     Section 6. Regular meetings of the Board of Directors may be held at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board of Directors may be called by the Secretary on the written request of two directors.

     Section 7. Written notice of regular meetings of the Board of Directors shall not be required. Special meetings of the Board of Directors may be called upon twenty-four (24) hours’ notice to each director, or such shorter period of time as the person calling the meeting deems appropriate in the circumstances, either personally or by mail, telephone or telegram. Neither the business to be transacted at, nor the purposes of, any special meeting of the Board of Directors need

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be specified in the notice or waiver of notice of such special meeting.

     Section 8. A majority of the directors shall constitute a quorum for the transaction of business, and the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 9. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate three or more directors to constitute an executive committee, which committee, unless its authority shall be otherwise expressly limited by such resolution, shall have and may exercise all of the authority of the Board of Directors in the business and affairs of the corporation except where action of the Board of Directors is specified by statute. Vacancies in the membership of the committee shall be filled by the Board of Directors at a regular or special meeting of the Board of Directors. The executive committee shall keep regular minutes of its proceedings and report the same to the Board when required. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or him by law.

ARTICLE IV.

Notices

     Section 1. Except as otherwise provided in these Bylaws, notices to directors and stockholders shall be in writing, and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid. Notice to

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directors may also be given by telegram.

     Section 2. Whenever any notice is required to be given to any stockholder or director under the provisions of the statutes, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

     Section 3. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V.

Officers

     Section 1. The executive officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary and a Treasurer and may include a Chairman of the Board, one or more Senior Vice Presidents and one or more Executive Vice Presidents, each of whom shall be elected by the Board of Directors.

     Section 2. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose a President, one or more Vice Presidents, a Secretary and a Treasurer, none of whom need be a member of the Board, and may appoint one of their number Chairman of the Board.

     Section 3. Such other officers and assistant officers and agents as may be deemed necessary may be appointed by the chief executive officer of the corporation, including a Chairman, a President, and one or more Vice Presidents of the respective Divisions. The President or the Vice Presidents of the Division who, in the order of their seniority, unless otherwise determined by the chief executive officer of the corporation, shall perform the duties of the Chairman or President, as

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the case may be, of the Division in the absence or disability of the Chairman or President, as the case may be, of that Division. Each President or Vice President, as the case may be, of a Division shall perform such other duties and have such other powers as the chief executive officer of the corporation or the Chairman or President, as the case may be, of that Division shall prescribe. Division officers shall hold office until their respective successors shall have been chosen and shall have qualified. Any Division officer appointed by the chief executive officer may be removed by the chief executive officer whenever, in his judgment, the best interests of the corporation will be served thereby. Any vacancy occurring in any office of a Division by death, resignation, removal or otherwise shall be filled by the chief executive officer of the corporation.

     Section 4. The salaries of all executive officers of the corporation shall be fixed by the Board of Directors or by a committee of one or more directors, the members of which shall be selected by the Board of Directors and which, unless its authority shall be otherwise limited by resolution of the Board of Directors, shall have the power to fix the salaries of all executive officers of the corporation.

     Section 5. The executive officers of the corporation shall hold office until their respective successors shall have been chosen and shall have qualified. Any officer or agent or member of the executive committee elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any executive office of the corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.

     Section 6. The Board of Directors may designate whether the Chairman of the Board, if such an officer shall have been appointed, or the President, shall be the chief executive officer of

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the corporation. The officer so designated as the chief executive officer shall preside at all meetings of the stockholders and the Board of Directors, and shall have such other powers and duties as usually pertain to such office or as may be delegated by the Board of Directors. The President shall have such powers and duties as usually pertain to such office, except as the same may be modified by the Board of Directors. Unless the Board of Directors shall otherwise delegate such duties, the chief executive officer shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

     Section 7. The chief executive officer or his designee shall have the authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.

     Section 8. The Vice Presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President. The Vice Presidents shall also have the authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors or the chief executive officer of the corporation shall prescribe.

     Section 9. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record all the proceedings of the meetings of the

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stockholders and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees, when requested. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. He shall keep in safe custody the seal of the corporation, and, when authorized by the Board of Directors or directed by the President or any Vice President, affix the same to any instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or any Assistant Secretary.

     Section 10. The Assistant Secretaries, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

     Section 11. The Treasurer shall be the financial officer of the corporation. He shall have the custody of the corporate funds and securities and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositaries as may be designated from time to time by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer. He shall also perform such other duties as may be assigned to him by the Board of Directors.

     Section 12. If required by the Board of Directors, the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in

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case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

     Section 13. The Assistant Treasurers, in the order of their seniority, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VI.

Indemnification of Directors and Officers

     Section 1. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was or has agreed to become a director, officer or Division officer of the corporation, or is or was serving or has agreed to serve at the request of the corporation as a director, officer or Division officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges, expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did

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not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 2. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was or has agreed to become a director, officer or Division officer of the corporation, or is or was serving or has agreed to serve at the request of the corporation as a director, officer or Division officer of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of such action or suit and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such costs, charges and expenses which the Court of Chancery or such other court shall deem proper.

     Section 3. Notwithstanding the other provisions of this Article, to the extent that a director, officer or Division officer of the corporation has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article, or in defense of any claim, issue or

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matter therein, he shall be indemnified against all costs, charges and expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection therewith.

     Section 4. Any indemnification under Sections 1 and 2 of this Article (unless ordered by a court) shall be paid by the corporation unless a determination is made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders, that indemnification of the director, officer, employee or agent is not proper in the circumstances because he has not met the applicable standard of conduct set forth in Sections 1 and 2 of this Article.

     Section 5. Costs, charges and expenses (including attorneys’ fees) incurred by a person referred to in Sections 1 and 2 of this Article in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding; provided, however, that the payment of such costs, charges and expenses incurred by a director, officer or Division officer in his capacity as a director, officer or Division officer (and not in any other capacity in which service was or is rendered by such person while a director, officer or Division officer) in advance of the final disposition of such action, suit or proceeding shall be made only upon receipt of an undertaking by or on behalf of the director, officer or Division officer to repay all amounts so advanced in the event that it shall ultimately be determined that such director, officer or Division officer is not entitled to be indemnified by the corporation as authorized in this Article. The Board of Directors may, in the manner set forth above, and upon approval of such director, officer or Division officer of the corporation, authorize the corporation’s counsel to represent such person, in any action, suit or proceeding, whether or not the corporation is a party to

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such action, suit or proceeding.

     Section 6. Any indemnification under Sections 1, 2 and 3, or advance of costs, charges and expenses under Section 5 of this Article, shall be made promptly, and in any event within 60 days, upon the written request of the director, officer or Division officer. The right to indemnification or advances as granted by this Article shall be enforceable by the director, officer or Division officer in any court of competent jurisdiction, if the corporation denies such request, in whole or in part, or if no disposition thereof is made within 60 days. Such persons’ costs and expenses incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 5 of this Article where the required undertaking, if any, has been received by the corporation) that the claimant has not met the standard of conduct set forth in Sections 1 or 2 of this Article, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 or 2 of this Article, nor the fact that there has been an actual determination by the corporation (including its Board of Directors, its independent legal counsel, and its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

     Section 7. The indemnification and advancement of costs, charges and expenses provided by this Article shall not be deemed exclusive of any other rights to which a person seeking

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indemnification or advancement of costs, charges and expenses may be entitled under any law (common or statutory), agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office or while employed by or acting as agent for the corporation, and shall continue as to a person who has ceased to be a director, officer or Division officer as to actions taken while he was such a director, officer or Division officer, and shall inure to the benefit of the estate, heirs, executors and administrators of such person. All rights to indemnification under this Article shall be deemed to be a contract between the corporation and each director, officer or Division officer of the corporation who serves or served in such capacity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Delaware General Corporation Law or any other applicable laws shall not in any way diminish any rights to indemnification of such director, officer or Division officer or the obligations of the corporation arising hereunder.

     Section 8. In addition to the specific indemnification provided for herein, the corporation shall indemnify each person who is or was or has agreed to become a director, officer or Division officer of the corporation, or is or was serving or has agreed to serve at the request of the corporation as a director, officer or Division officer of another corporation, partnership, joint venture, trust or other enterprise, to the fullest extent authorized or permitted (i) by the General Corporation Law of Delaware, or any other applicable law, or by any amendment thereof or other statutory provisions in effect on the date hereof, or (ii) by the corporation’s Certificate of Incorporation as in effect on the date hereof. The corporation shall also advance expenses to any of the foregoing individuals to the fullest extent authorized or permitted (i) by the General Corporation Law of Delaware, or any other applicable law, or by any amendment thereof or other statutory

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provision in effect on the date hereof, or (ii) by the corporation’s Certificate of Incorporation as in effect on the date hereof.

     Section 9. Notwithstanding the foregoing, the corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer or Division officer of the corporation, or is or was serving at the request of the corporation as a director, officer or Division officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him or on his behalf in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

     Section 10. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director, officer or Division officer of the corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, to the full extent permitted by any applicable portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.

ARTICLE VII.

Certificates for Shares

     Section 1. The corporation shall deliver certificates representing all shares to which stockholders are entitled; and such certificates shall be signed by the President or a Vice President, and the Secretary or an Assistant Secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. No certificate shall be issued for any share until the consideration therefor has been fully paid. Each certificate representing shares shall state upon the

20

face thereof that the corporation is organized under the laws of the State of Delaware, the name of the person to whom issued, the number and class and the designation of the series, if any, which such certificate represents, and the par value of each share represented by such certificate or a statement that the shares are without par value.

     Section 2. The signatures of the President or Vice President, and the Secretary or Assistant Secretary, upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of the issuance.

     Section 3. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

21

     Section 5. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than sixty (60) days, and, in case of a meeting of stockholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of a dividend, or in order to make a determination of stockholders for any other proper purpose, the close of business on the day next preceding the day on which notice of the meeting of stockholders is given shall be the record date with respect to such meeting, and the close of business on the day on which the Board of Directors adopts a resolution declaring a dividend or with respect to any other proper purpose, as the case may be, shall be the record date for the determination of stockholders with respect thereto. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof, except where the determination has been made through the closing of stock transfer books and the stated period of closing has expired.

22

     Section 6. The corporation shall be entitled to recognize the exclusive rights of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE VIII.

General Provisions

     Section 1. The Board of Directors may declare and the corporation may pay dividends on its outstanding shares in cash, property, or its own shares pursuant to law and subject to the provisions of its Certificate of Incorporation.

     Section 2. The Board of Directors may by resolution create a reserve or reserves out of earned surplus for any purpose or purposes, and may abolish any such reserve in the same manner.

     Section 3. The Board of Directors must, when requested by the holders of at least one-third of the outstanding shares of the corporation, present written reports of the business and financial affairs of the corporation.

     Section 4. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate as provided in these Bylaws.

     Section 5. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

     Section 6. The corporate seal shall have inscribed thereon the name of the corporation and may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

23

ARTICLE IX.

Amendments

     These Bylaws may be altered, amended or repealed at any regular or special meeting of, or by the unanimous written consent of, the Board of Directors.

24

EX-10.2.1

Exhibit 10.2.1

AMENDMENT NO. 2 TO THE
TRINITY INDUSTRIES, INC.
DIRECTORS’ RETIREMENT PLAN

     Pursuant to the provisions of Section 12 thereof, the Trinity Industries, Inc. Director’s Retirement Plan (the “Plan”) is hereby amended effective as of August 9, 2005 in the following respects only:

     FIRST: The first sentence of Section 1 of the Plan is hereby amended by adding the following to the end thereof:

; provided, however, directors elected to the Board of Directors after August 8, 2005 shall not be eligible to participate in the Plan.

     SECOND: In all other respects, the terms of the Plan are ratified and confirmed.

     IN WITNESS WHEREOF, this Amendment has been executed this 9^th day of August, 2005.

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

EX-10.19.8

Execution Copy

AMENDMENT NO. 8 TO
WAREHOUSE LOAN AGREEMENT AND
RELATED DOCUMENTS

     AMENDMENT NO. 8 TO WAREHOUSE LOAN AGREEMENT AND RELATED DOCUMENTS, dated as of August 25, 2005 (this “Amendment”), is entered into by and among TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation (the “Manager”), TRINITY RAIL LEASING TRUST II, a Delaware statutory trust (the “Borrower”), the LENDERS party hereto, and CREDIT SUISSE, NEW YORK BRANCH (formerly known as 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 Warehouse Loan 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 heretofore amended, the “Warehouse Loan Agreement”); and

     WHEREAS, the parties hereto desire to amend the Warehouse Loan 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:

PART I
AMENDMENTS

     SUBPART 1.1 Section 1.01 of the Warehouse Loan Agreement is hereby amended as set forth below.

               SUBPART 1.1.1 Clause (i) of the definition of “Excluded Assets Amount” is amended in its entirety to read as follows:

“(i) the amount by which (x) the Aggregate FMV of all Eligible Railcars which are either (A) not subject to a Lease or (B) subject to a Lease with respect to which payment obligations owed by the applicable Lessee, which in aggregate exceed more than 5 percent of the aggregate Monthly Rent then payable by such Lessee under such Lease, are more than 120 days past the stated due dates for such payment obligations, exceeds (y) 5 percent of the Aggregate FMV of all Eligible Railcars; plus”

               SUBPART 1.1.2 The definition of “Facility Margin” is amended in its entirety to read as follows:

“Facility Margin” means (i) at any time during the Availability Period, 85 basis points and (ii) thereafter, 85 basis points plus an additional 25 basis points for each period of three consecutive Interest Periods during which any Loan remains outstanding.

               SUBPART 1.1.3 The definition of “Revolving Termination Date” is amended in its entirety to read as follows:

“Revolving Termination Date” means the earlier of (i) August 25, 2007 or such later date to which the Revolving Termination Date may have been extended pursuant to Section 2.08, (ii) unless waived by the Required Lenders, the date upon which any Manager Event of Default shall occur or (iii) such earlier date upon which the Commitments shall have been terminated in their entirety in accordance with this Agreement.

     SUBPART 1.2 Clause (a) of Section 2.09 of the Warehouse Loan Agreement is hereby amended by deleting the number “40” contained in the first sentence thereof and inserting the number “30” in place thereof.

     SUBPART 1.3 Schedule A hereto is hereby substituted for Schedule A of the Warehouse Loan Agreement.

PART II
MISCELLANEOUS

     SUBPART 2.1 Effectiveness. This Amendment becomes effective on the date on which the Agent has received signature pages duly executed by each party to this Amendment (including each Lender).

     SUBPART 2.2 Representations and Warranties. The Manager and the Borrower each represent and warrant that its respective representations and warranties contained in Article V of the Warehouse Loan 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.

     SUBPART 2.3 Effect of Amendment. All provisions of the Warehouse Loan 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 Warehouse Loan Agreement (or in any other Transaction Document) to the Warehouse Loan Agreement shall be deemed to be references to the Warehouse Loan Agreement as amended hereby.

     SUBPART 2.4 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. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

 -2-

     SUBPART 2.5 Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York.

     SUBPART 2.6 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 Warehouse Loan Agreement or any provision hereof or thereof.

[Signature Pages Follow]

 -3-

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

TRINITY INDUSTRIES LEASING COMPANY
By:	/s/ Eric Marchetto
	Name: ERIC MARCHETTO
	Title: Vice President
TRINITY RAIL LEASING TRUST II
By:	/s/ Eric Marchetto
	Name: ERIC MARCHETTO
	Title: Vice President

CREDIT SUISSE, NEW YORK BRANCH (formerly known as Credit Suisse First Boston, New York Branch), as Agent and as a Committed Lender
By:	/s/ Mark Golombeck
	Name: Mark Golombeck
	Title: Director
By:	/s/ Anthony Giordano
	Name: ANTHONY GIORDANO
	Title: Director

GRAMERCY CAPITAL CORPORATION, as a Conduit Lender
By Credit Suisse, New York Branch, as attorney-in-fact
By:	/s/ Joseph Soave
	Name: Joseph Soave
	Title: Director
By:	/s/ Mark Lengel
	Name: MARK LENGEL
	Title: Director
GREENWICH FUNDING CORPORATION, as a Conduit Lender
By Credit Suisse, New York Branch, as attorney-in-fact
By:	/s/ Joseph Soave
	Name: Joseph Soave
	Title: Director
By:	/s/ Mark Lengel
	Name: MARK LENGEL
	Title: Director
ALPINE SECURITIZATION CORP, as a Conduit Lender
By Credit Suisse, New York Branch, as attorney-in-fact
By:	/s/ Joseph Soave
	Name: Joseph Soave
	Title: Director
By:	/s/ Mark Lengel
	Name: MARK LENGEL
	Title: Director

DRESDNER BANK AG, NEW YORK BRANCH, as a Committed Lender
By:	/s/ David O. Taylor
	Name: David O. Taylor
	Title: Vice President
By:	/s/ Brad Ellis
	Name: Brad Ellis
	Title: Vice President
BEETHOVEN FUNDING CORPORATION, as a Conduit Lender
By:	/s/ Matthew M. Dorr
	Name: Matthew M. Dorr
	Title: Vice President

COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as a Committed Lender
By :	/s/ Brett Deltino
	Name: Brett Deltino
	Title: Executive Director
By:	/s/ Jacqueline L. Arambulo
	Name: Jacqueline L. Arambulo
	Title: Vice President
NIEUW AMSTERDAM RECEIVABLES CORPORATION, as a Conduit Lender
By:	/s/ Matthew M. Dorr
	Name: Matthew M. Dorr
	Title: Vice President

SCHEDULE A

Industry Concentration Chart

	II			III			IV
I	All Types			Tanker			Freight
Industry	of Railcars			Railcars			Railcars
Agriculture		25	%		25	%		15	%
Automotive		15	%
Chemical (non-petrochemical)		30	%*		30	%*
Coal		25	%
Lumber		15	%
Mining and Mineral		15	%
Paper and Packaging		15	%
Petrochemical		30	%*		30	%*		15	%
Petroleum		25	%		25	%
Steel		15	%
Transportation/ Intermodal		15	%

*  At any time when the aggregate outstanding principal amount of the Loans (including any Loans to be made on the date of calculation) is less than 50% of the Committed Amount, the percentages marked with an asterisk (*) shall be deemed to be 20%.

EX-10.19.9

Execution Copy

AMENDMENT NO. 9 TO
WAREHOUSE LOAN AGREEMENT

     AMENDMENT NO. 9 TO WAREHOUSE LOAN AGREEMENT, dated as of October 20, 2005 (this “Amendment”), is entered into by and among TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation (the “Manager”), TRINITY RAIL LEASING TRUST II, a Delaware statutory trust (the “Borrower”), the LENDERS party hereto, and CREDIT SUISSE, NEW YORK BRANCH (formerly known as 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 Warehouse Loan 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 heretofore amended, the “Warehouse Loan Agreement”); and

     WHEREAS, the parties hereto desire to amend the Warehouse Loan 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:

PART I
AMENDMENTS

     SUBPART 1.1 Section 1.01 of the Warehouse Loan Agreement is hereby amended as set forth below.

               SUBPART 1.1.1 The definition of “Commitment Amount” is hereby amended by deleting the dollar amount “$ 300,000,000” set forth therein and replacing it with the dollar amount “$ 375,000,000”.

     SUBPART 1.2 Schedule 1.01 of the Warehouse Loan Agreement is hereby amended in its entirety to read as set forth in Schedule 1.01 hereto.

PART II
MISCELLANEOUS

     SUBPART 2.1 Effectiveness. This Amendment becomes effective on the date on which the Agent has received (a) signature pages to this Amendment duly executed by each party hereto (including each Lender) and (b) signature pages to the Master Assignment Agreement (attached hereto as Exhibit A) duly executed by each Party thereto.

     SUBPART 2.2 Representations and Warranties. The Manager and the Borrower each represent and warrant that its respective representations and warranties contained in Article V of

the Warehouse Loan 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.

     SUBPART 2.3 Effect of Amendment. All provisions of the Warehouse Loan 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 Warehouse Loan Agreement (or in any other Transaction Document) to the Warehouse Loan Agreement shall be deemed to be references to the Warehouse Loan Agreement as amended hereby.

     SUBPART 2.4 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. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

     SUBPART 2.5 Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York.

     SUBPART 2.6 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 Warehouse Loan 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.

TRIN1TY INDUSTRIES LEASING COMPANY
By:	/s/ Eric Marchetto
	Name: Eric Marchetto
	Title: Vice President
TRINITY RAIL LEASING TRUST II
By:	/s/ Eric Marchetto
	Name: Eric Marchetto
	Title: Vice President

CREDIT SUISSE, NEW YORK BRANCH (formerly known as Credit Suisse First Boston, New York Branch), as Agent and as a Committed Lender
By:	/s/ Alberto Zonca
	Name: Alberto Zonca
	Title: Director
By:	/s/ Michael W. Koenitzer
	Name: Michael W.Koenitzer
	Title:

GRAMERCY CAPITAL CORPORATION, as a Conduit Lender
By Credit Suisse, New York Branch, as attorney-in-fact
By:	/s/ Joseph Soave
	Name: Joseph Soave
	Title: Director
By:	/s/ Josh Borg
	Name: JOSH BORG
	Title: Vice President
GREENWICH FUNDING CORPORATION, as a Conduit Lender
By Credit Suisse, New York Branch, as attorney-in-fact
By:	/s/ Joseph Soave
	Name: Joseph Soave
	Title: Director
By:	/s/ Josh Borg
	Name: JOSH BORG
	Title: Vice President
ALPINE SECURITIZATION CORP, as a Conduit Lender
By Credit Suisse, New York Branch, as attorney-in-fact
By:	/s/ Joseph Soave
	Name: Joseph Soave
	Title: Director
By:	/s/ Josh Borg
	Name: JOSH BORG
	Title: Vice President

DRESDNER BANK AG, NEW YORK BRANCH, as a Committed Lender
By:	/s/ David O. Taylor
	Name: David O. Taylor
	Title: Vice President
By:	/s/ Brad Ellis
	Name: Brad Ellis
	Title: Vice President
BEETHOVEN FUNDING CORPORATION, as a Conduit Lender
By:	/s/ Matthew M. Dorr
	Name:
	Title:

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B. A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as a Committed Lender
By:	/s/ Brett Delfino
	Name: Brett Delfino
	Title: Executive Director
By:	/s/ Jacqueline L. Arambulo
	Name: Jacqueline L. Arambulo
	Title: Vice President
NIEUW AMSTERDAM RECEIVABLES CORPORATION, as a Conduit Lender
By:	/s/Matthew M. Dorr
	Name: Mathew M.Dorr
	Title: Vice President

GRESHAM RECEIVABLES (NO. 3) LIMITED, as a Committed Lender
By:	/s/ R.C. Gerwat
	Name:	R.C. Gerwat
	Title:	Director

SCHEDULE 1.01

Lenders and Commitments

	Commitment		Commitment			Commitment
Lender	Amount		Percentage			Date
Credit Suisse First Boston, New York Branch		100,000,000		26.66666666	%	June 27, 2002
Dresdner Bank AG, New York Branch		100,000,000		26.66666666	%	August 29, 2003
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”, New York Branch		100,000,000		26.66666666	%	October 23, 2003
Gresham Receivables (No. 3) Limited		75,000,000		20.00000000	%	October 20, 2005
Totals		375,000,000		100.0000	%

Exhibit A

Master Assignment Agreement

EX-10.19.10

EXECUTION COPY

October 20, 2005

To those Persons
shown on the Signatures Pages hereto
as the Agent, the Committed Lenders
and the Conduit Lenders

Re:      Trinity Rail Leasing Trust II

Ladies and Gentlemen:

     Reference is made to the Warehouse Loan Agreement, dated as of June 27, 2002 (as amended, supplemented, amended and restated or otherwise modified or from time to time, the “Loan Agreement”), among Trinity Industries Leasing Company, a Delaware corporation, Trinity Rail Leasing Trust II, a Delaware statutory trust, the lending institutions from time to time parties thereto, and Credit Suisse, New York Branch, as Agent. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Loan Agreement.

     Pursuant to Section 2.14 of the Loan Agreement,

     (1) The Borrower agrees that, upon the occurrence of any Hedging Event, it will enter into an Acceptable Derivatives Agreement no later than the last day of the Required Time Period, using funds available under clause (y) of clause fifth of Section 2.07(c)(i),(ii), or (iii), as applicable, of the Loan Agreement.

(a) “Hedging Event” means

(A) the occurrence and continuation of any of the following at any time during the Availability Period:

(i)	on any Settlement Date, the United States Dollar London Interbank Offered Rate for a one-month Interest Period (“One Month LIBOR”) commencing on such Settlement Date equals or exceeds 6.00%;
(ii)	on any Settlement Date, the Two Year USD Swap Rate equals or exceeds 6.50%; or
(iii)	receipt by the Borrower or the Agent of notification by either of Moody’s or S&P that entering into an Acceptable Derivatives Agreement is necessary in order to retain the then current rating by such rating agency of the Loans; or

(B) at any time, the occurrence of any Event of Default or Manager Event of Default, or the occurrence of the third Scheduled Payment Date.

(b) “Acceptable Derivatives Agreement” means a Derivatives Agreement with a term that extends at least until the anticipated date when the outstanding amount of all Loans are repaid in full and all Commitments have terminated, in the form of any of the following, in each case with monthly settlement and having a notional amount equal to the aggregate outstanding principal amount of the Loans on the date of such Derivatives Agreement, with such notional amount declining automatically according to a schedule which is consistent with the then anticipated principal repayments of the Loans:

(i)	an interest rate cap agreement with a cap rate which is no higher than 8.00%;
(ii)	an interest rate swap agreement under which the fixed rate paid by the Borrower, exclusive of credit spreads, will not exceed 8.00%; or
(iii)	any other Derivatives Agreement that is approved by (1) the Agent and the Required Lenders, in the case of a Hedging Event described in clause (A) of the definition of such term, or (2) all the Committed Lenders, in the case of a Hedging Event described in clause (B) of the definition of such term, in each case under which the Borrower is protected for increases in One Month LIBOR above 8.00%.

(c) “Required Time Period” means

(i)	in respect of any Hedging Event listed in clauses (a)(A)(i) or (a)(A)(ii) above, the period of 20 Business Days from (but excluding) the Settlement Date on which such event occurs;
(ii)	in respect of any Hedging Event listed in clause (a)(A)(iii) above, the period of 20 Business Days from (but excluding) the date any such notice is received by the Borrower; and
(iii)	in respect of any Hedging Event listed in clause (a)(B) above, the period of 10 Business Days from (but excluding) the date such event occurs.

(d) “Two Year USD Swap Rate” on any Settlement Date means the rate calculated by the Agent on such Settlement Date as the fixed rate which would be payable by a fixed rate payer (exclusive of credit spreads) in exchange for floating rate payments equal to One Month LIBOR under a two-year United States Dollar interest rate swap agreement, with monthly settlement, having a notional amount equal to the outstanding principal amount of the Loans on such Settlement Date.

     The Borrower will, to the extent required by any Committed Lender, amend any Acceptable Derivatives Agreement which is then in effect at any time when there is (i) any increase in the outstanding principal amount of the Loans or (ii) any change in the contractual payment schedule of the Loans, so that such Acceptable Derivatives Agreement, as amended,

2

would comply with the definition of “Acceptable Derivatives Agreement” if first entered into on the date of such amendment.

     Amounts received by the Borrower under any Acceptable Derivatives Agreement shall be deposited into the Collection Account and applied as set forth in Section 2.07(c) of the Loan Agreement.

     The Borrower hereby represents and warrants that no Default has occurred and is continuing as of the date of this letter agreement.

     This letter agreement is a Loan Document executed pursuant to the Loan Agreement and shall be construed, administered and applied in accordance with the terms and provisions thereof. Breach of this letter agreement shall constitute a breach of Section 2.14 of the Loan Agreement and shall constitute an Event of Default under the Loan Agreement if such breach is continuing after the 15^th day following the expiration of the applicable Required Time Period. THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK. This letter agreement may be executed by the parties hereto in separate counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

[Signature Pages Follow]

3

TRINITY INDUSTRIES LEASING COMPANY
By:	/s/ Eric Marchetto
	Name:	Eric Marchetto
	Title:	Vice President
TRINITY RAIL LEASING TRUST II
By:	/s/ Eric Marchetto
	Name:	` Eric Marchetto
	Title:	Vice President

AGREED AND ACCEPTED AS OF THE DATE SET FORTH ABOVE

CREDIT SUISSE, NEW YORK BRANCH
(formerly known as 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 Credit Suisse, New York Branch, as attorney-in-fact
By:
	Name:
	Title:
By:
	Name:
	Title:

TRINITY INDUSTRIES LEASING COMPANY
By:
	Name:
	Title:
TRINITY RAIL LEASING TRUST II
By:
	Name:
	Title:

AGREED AND ACCEPTED AS OF THE DATE SET FORTH ABOVE

CREDIT SUISSE, NEW YORK BRANCH
(formerly known as Credit Suisse First Boston,
New York Branch), as Agent and as a Committed Lender

By:	/s/ Alberto Zonca
	Name: Alberto Zonca Title: Director
By:	/s/ Michael W. Koenitzer
	Name: Michael W. Koenitzer Title:
GRAMERCY CAPITAL CORPORATION, as a Conduit Lender By Credit Suisse, New York Branch, as attorney-in-fact
By:	/s/ Joseph Soave
	Name: Joseph Soave Title: Director
By:	/s/ Josh Borg
	Name: JOSH BORG Title: Vice President

GREENWICH FUNDING CORPORATION, as a Conduit Lender
By Credit Suisse, New York Branch, as attorney-in-fact

By:	/s/ Joseph Soave
	Name: Joseph Soave Title: Director
By:	/s/ Josh Borg
	Name: JOSH BORG Title: Vice President
ALPINE SECURITIZATION CORP, as a Conduit Lender By Credit Suisse, New York Branch, as attorney-in-fact
By:	/s/ Joseph Soave
	Name: Joseph Soave Title: Director
By:	/s/ Josh Borg
	Name: JOSH BORG Title: Vice President
DRESDNER BANK AG, NEW YORK BRANCH, as a Committed Lender
By:	/s/ David O. Taylor
	Name: David O. Taylor Title: Vice President
By:	/s/ Brad Ellis
	Name: Brad Ellis Title: Vice President

BEETHOVEN FUNDING CORPORATION, as a Conduit Lender
By:	/s/ Matthew M. Dorr
	Name: Title:

COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.,
“RABOBANK INTERNATIONAL”, NEW YORK BRANCH, as a Committed Lender

By:	/s/ Brett Delfino
	Name: Brett Delfino Title: Executive Director
By:	/s/ Jacqueline L. Arambulo
	Name: Jacqueline L. Arambulo Title: Vice President

NIEUW AMSTERDAM RECEIVABLES CORPORATION, as a Conduit Lender
By:	/s/ Matthew M. Dorr
	Name: Matthew M. Dorr Title: Vice president

GRESHAM RECEIVABLES (NO. 3) LIMITED, as a Committed Lender
By:	/s/ R.C. Gerwat
	Name: R.C. Gerwat Title: Director

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Timothy R. Wallace, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-a5(f) and 15d-a5(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: November 3, 2005

/s/ Timothy R. Wallace

Timothy R. Wallace
Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, William A. McWhirter II, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made know to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

November 3, 2005
/s/ William A. McWhirter II
Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Trinity Industries, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy R. Wallace, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Timothy R. Wallace

Timothy R. Wallace
Chairman, President and Chief Executive Officer
November 3, 2005

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trinity Industries, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William A. McWhirter II, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ William A. McWhirter II

William A. McWhirter II
Vice President and Chief Financial Officer
November 3, 2005

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.