8-A12B/A

COMMISSION FILE NO. 1-6903

FORM 8-A/A

AMENDMENT NO. 4

SECURITIES AND EXCHANGE
COMMISSION

WASHINGTON, D.C. 20549

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

TRINITY INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE
(State of Incorporation) 75-0225040
(IRS Employer Identification No.)

2525 STEMMONS FREEWAY, DALLAS, TEXAS
(Address of principal executive offices) 75207-2401
(Zip Code)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS	NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED	EACH CLASS IS TO BE REGISTERED
RIGHTS TO PURCHASE SERIES A JUNIOR PARTICIPATING	NEW YORK STOCK EXCHANGE
PREFERRED STOCK

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

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

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NONE
(Title of class)

TABLE OF CONTENTS

	ITEM 1. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED
	ITEM 2. EXHIBITS
SIGNATURE
EXHIBIT INDEX
Agreement of Substitution and Amendment of Common Shares Rights Agreement

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

On March 11, 1999, the Board of Directors of Trinity Industries, Inc. (the “Company”) declared a dividend distribution of one right (a “Right”) for each outstanding share of the Company’s common stock, $1.00 par value (the “Common Stock”), to stockholders of record at the close of business on April 27, 1999. See the Company’s Registration Statement on Form 8-A, filed April 2, 1999, as amended, for a complete description of the Rights Agreement, as amended (the “Rights Agreement”).

On May 15, 2006 the Company declared a 3-for-2 stock split in the form of a stock dividend (the “Stock Dividend”) to holders of record of the Common Stock as of May 26, 2006. As a result of the Stock Dividend, each holder of two shares of the Common Stock received one additional share of Common Stock as of the distribution date on June 9, 2006.

Before the Stock Dividend, the Rights Agreement provided for one right to purchase one one-hundredth (1/100) of a share of Series A Preferred Stock, par value $1.00 (the “Series A Preferred Stock”), at a purchase price of $200.00 per share, subject to adjustment, for each share of Common Stock. Pursuant to Section 11(p) of the Rights Agreement, following the Stock Dividend, each share of Common Stock outstanding shall have attached to it 2/3 (two-thirds) of a Right, and each full Right will continue to entitle the holder to purchase 1/100 of a share of Series A Preferred Stock at a purchase price of $200.00 (subject to possible future adjustment as provided in the Rights Agreement).

The Company also entered into an Agreement of Substitution and Amendment of Common Shares Rights Agreement dated as of March 6, 2006 with American Stock Transfer and Trust Company (“AST”) pursuant to which AST was substituted as the rights agent under the Rights Agreement.

ITEM 2. EXHIBITS

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

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

5.*	Amendment No. 4 to Rights Agreement dated May 19, 2005, amending the Rights Agreement, dated March 11, 1999, by and between Trinity Industries and The Bank of New York, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated August 13, 2001, Amendment No. 2 to the Rights Agreement dated October 26, 2001 and Amendment No. 3 to the Rights Agreement dated as of August 28, 2003.
6.	Agreement of Substitution and Amendment of Common Shares Rights Agreement dated as of March 6, 2006 between Trinity Industries, Inc. and American Stock Transfer and Trust Company.
7.*	Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock and Form of Certificate of Amendment to Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Trinity Industries, Inc. (attached as Exhibit 1 to the Rights Agreement filed as Exhibit 1).
8.*	Form of Rights Certificate (attached as Exhibit 2 to the Rights Agreement filed as Exhibit 1).

*Previously Filed

SIGNATURE

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

	TRINITY INDUSTRIES, INC.
July 24, 2006	By:	/s/ Michael G. Fortado
		Michael G. Fortado
		Vice President and Corporate Secretary

EXHIBIT INDEX

1.*	Rights Agreement, dated as of March 11, 1999, by and between Trinity Industries, Inc. and The Bank of New York, as Rights Agent, including exhibits thereto.
2.*	Amendment No. 1 to Rights Agreement dated August 13, 2001, amending the Rights Agreement, dated as of March 11, 1999, by and between Trinity Industries, Inc. and The Bank of New York, as Rights Agent.
3.*	Amendment No. 2 to Rights Agreement dated October 26, 2001, amending the Rights Agreement, dated March 11, 1999, by and between Trinity Industries, Inc. and The Bank of New York, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated August 13, 2001.
4.*	Amendment No. 3 to Rights Agreement dated August 28, 2003, amending the Rights Agreement, dated March 11, 1999, by and between Trinity Industries and The Bank of New York, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated August 13, 2001 and Amendment No. 2 to the Rights Agreement dated October 26, 2001.
5.*	Amendment No. 4 to Rights Agreement dated May 19, 2005, amending the Rights Agreement, dated March 11, 1999, by and between Trinity Industries and The Bank of New York, as Rights Agent, as amended by Amendment No. 1 to the Rights Agreement, dated August 13, 2001, Amendment No. 2 to the Rights Agreement dated October 26, 2001 and Amendment No. 3 to the Rights Agreement dated as of August 28, 2003.
6.	Agreement of Substitution and Amendment of Common Shares Rights Agreement dated as of March 6, 2006 between Trinity Industries, Inc. and American Stock Transfer and Trust Company.
7.*	Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock and Form of Certificate of Amendment to Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Trinity Industries, Inc. (attached as Exhibit 1 to the Rights Agreement filed as Exhibit 1).
8.*	Form of Rights Certificate (attached as Exhibit 2 to the Rights Agreement filed as Exhibit 1).

*Previously Filed

EX-99.6

Exhibit 6

AGREEMENT OF SUBSTITUTION AND AMENDMENT OF
COMMON SHARES RIGHTS AGREEMENT

     This Agreement of Substitution and Amendment is entered into as of March 6, 2006, by and between Trinity Industries, Inc., a Delaware corporation (the “Company”) and American Stock Transfer and Trust Company, a New York banking corporation (“AST”).

RECITALS

A.	On or about March 11, 1999, the Company entered into a Common Shares Rights Agreement (the “Rights Agreement”) with The Bank of New York, replaced effective January 1, 2003 by Wachovia Bank, National Association (the “Predecessor Agent”) as rights agent.
B.	The Company wishes to remove the Predecessor Agent and substitute AST as rights agent pursuant to Section 21 of the Rights Agreement.
C.	The Company has given the Predecessor Agent notice of removal of the Predecessor Agent as rights agent.

AGREEMENT

     NOW THEREFORE, in consideration of the foregoing and of other consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1.	Section 21 of the Rights Agreement is hereby amended to provide that any successor rights agent shall, at the time of its appointment as rights agent, have a combined capital and surplus of at least $25 million.
2.	The Company hereby appoints AST as rights agent pursuant to Section 21 of the Rights Agreement, to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement.
3.	AST hereby accepts the appointment as rights agent pursuant o Section 21 of the Rights Agreement and agrees to serve in that capacity for the consideration and subject to all of the terms and conditions of the Rights Agreement.
4.	From and after the effective date hereof, each and every reference in the Rights Agreement to a “Rights Agent” shall be deemed to be a reference to AST.

5. Section 26 of the Rights Agreement is amended to provide that notices or demands shall be addressed as follows (until another address is filed):

If to the Company:	James E. Perry
	Vice President and Treasurer
	2525 Stemmons Freeway
	Dallas, TX 75207
with a copy to:	Michael G. Fortado
	Vice President and Secretary
	2525 Stemmons Freeway
	Dallas, TX 75207
If to AST:	American Stock Transfer & Trust Company
	59 Maiden Lane
	New York, NY 10038
	Attention:          Corporate Trust Department

6.	Except as expressly modified herein, the Rights Agreement shall remain in full force and effect.
7.	This Agreement of Substitution and Amendment may be executed in one or more counterparts, each of which shall together constitute one and the same document.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date indicated above.

TRINITY INDUSTRIES, INC.
By:	/s/ James E. Perry
Name:	James E. Perry

AMERICAN STOCK TRANSFER &
TRUST COMPANY
 

By:	/s/ Authorized Signatory
Name: