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 MARCH 31, 2007

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	75-0225040
(State of Incorporation)	(I.R.S. Employer Identification No.)
2525 Stemmons Freeway
Dallas, Texas	75207-2401
(Address of principal executive offices)	(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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer 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 þ.

At April 27, 2007 there were 80,299,109 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		2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		23
Item 4.	Controls and Procedures		23
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings		25
Item 1A.	Risk Factors		25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		25
Item 3.	Defaults Upon Senior Securities		25
Item 4.	Submission of Matters to a Vote of Security Holders		25
Item 5.	Other Information		25
Item 6.	Exhibits		25
SIGNATURES			26
CERTIFICATIONS
By-Laws
Rule 13a-15(e) and 15d-15(e) Certification of CEO
Rule 13a-15(e) and 15d-15(e) Certification of CFO
Certification Pursuant to 18 U.S.C. Section 1350
Certification Pursuant to 18 U.S.C. Section 1350

     All share and per share information at March 31, 2006, including dividends, has been retroactively adjusted to reflect the 3-for-2 stock split.

1

Item 1. Financial Statements

Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Operations

	Three Months Ended March 31,
	2007			2006
	(unaudited)
	(in millions, except per share amounts)
Revenues	$	828.5		$	724.7
Operating costs:
Cost of revenues		665.7			598.7
Selling, engineering, and administrative expenses		54.1			50.4
		719.8			649.1
Operating profit		108.7			75.6
Other (income) expense:
Interest income		(3.7	)		(1.0	)
Interest expense		17.5			12.5
Other, net		(1.0	)		(0.1	)
		12.8			11.4
Income from continuing operations before income taxes		95.9			64.2
Provision for income taxes		36.8			25.7
Income from continuing operations		59.1			38.5
Discontinued operations:
Loss from discontinued operations, net of benefit for income taxes of $— and $(1.5)		—			(1.5	)
Net income	$	59.1		$	37.0
Net income per common share:
Basic:
Continuing operations	$	0.76		$	0.51
Discontinued operations		—			(0.02	)
	$	0.76		$	0.49
Diluted:
Continuing operations	$	0.74		$	0.49
Discontinued operations		—			(0.02	)
	$	0.74		$	0.47
Weighted average number of shares outstanding:
Basic		78.0			74.9
Diluted		79.9			78.8
Dividends declared per common share	$	0.06		$	0.05

See accompanying notes to consolidated financial statements.

2

Trinity Industries, Inc. and Subsidiaries
Consolidated Balance Sheets

	March 31,			December 31,
	2007			2006
	(unaudited)			(as reported)
	(in millions)
Assets
Cash and cash equivalents	$	224.1		$	311.5
Receivables, net of allowance		279.0			252.5
Inventories:
Raw materials and supplies		315.9			316.5
Work in process		147.5			139.1
Finished goods		85.7			73.3
		549.1			528.9
Property, plant, and equipment, at cost		2,477.4			2,318.8
Less accumulated depreciation		(730.8	)		(728.5	)
		1,746.6			1,590.3
Goodwill		463.7			463.7
Assets held for sale and discontinued operations		4.9			10.8
Other assets		238.9			267.9
	$	3,506.3		$	3,425.6
Liabilities and Stockholders’ Equity
Accounts payable and accrued liabilities	$	589.0		$	655.8
Debt:
Recourse		728.8			772.4
Non-recourse		522.6			426.5
		1,251.4			1,198.9
Deferred income		42.3			42.9
Liabilities held for sale and discontinued operations		1.7			7.8
Other liabilities		158.9			116.7
		2,043.3			2,022.1
Stockholders’ equity:
Preferred stock – 1.5 shares authorized and unissued		—			—
Common stock – 100.0 shares authorized		80.3			80.0
Capital in excess of par value		492.5			484.3
Retained earnings		960.0			908.8
Accumulated other comprehensive loss		(68.8	)		(69.2	)
Treasury stock		(1.0	)		(0.4	)
		1,463.0			1,403.5
	$	3,506.3		$	3,425.6

See accompanying notes to consolidated financial statements.

3

Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows

	Three Months Ended
	March 31,
	2007			2006
	(unaudited)
	(in millions)
Operating activities:
Net income	$	59.1		$	37.0
Adjustments to reconcile net income to net cash provided by continuing operating activities:
Loss from discontinued operations		—			1.5
Depreciation and amortization		26.5			19.8
Stock-based compensation expense		4.0			2.1
Excess tax benefits from stock-based compensation		(2.3	)		(4.0	)
Deferred income taxes		27.4			5.9
Gain on disposition of property, plant, equipment, and other assets		(1.7	)		(0.2	)
Other		0.8			(1.7	)
Changes in assets and liabilities:
(Increase) decrease in receivables		(26.5	)		(35.4	)
(Increase) decrease in inventories		(20.2	)		(60.7	)
(Increase) decrease in other assets		(7.0	)		(11.2	)
Increase (decrease) in accounts payable and accrued liabilities		(24.0	)		39.3
Increase (decrease) in other liabilities		3.7			5.1
Net cash provided (required) by operating activities – continuing operations		39.8			(2.5	)
Net cash provided (required) by operating activities – discontinued operations		(0.2	)		10.5
Net cash provided by operating activities		39.6			8.0
Investing activities:
Proceeds from disposition of property, plant, equipment, and other assets		11.4			10.1
Capital expenditures – lease subsidiary		(147.4	)		(130.1	)
Capital expenditures – other		(46.1	)		(27.4	)
Payment for purchase of acquisitions, net of cash acquired		—			(2.3	)
Net cash required by investing activities – continuing operations		(182.1	)		(149.7	)
Net cash provided (required) by investing activities – discontinued operations		—			(0.2	)
Net cash required by investing activities		(182.1	)		(149.9	)
Financing activities:
Issuance of common stock, net		5.1			5.2
Excess tax benefits from stock-based compensation		2.3			4.0
Payments to retire debt		(47.6	)		(13.6	)
Proceeds from issuance of debt		100.1			94.9
Dividends paid to common shareholders		(4.8	)		(3.4	)
Dividends paid to preferred shareholders		—			(1.7	)
Net cash provided by financing activities		55.1			85.4
Net decrease in cash and cash equivalents		(87.4	)		(56.5	)
Cash and cash equivalents at beginning of period		311.5			136.0
Cash and cash equivalents at end of period	$	224.1		$	79.5

See accompanying notes to consolidated financial statements.

4

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

	Common Stock
					Capital
					in					Accumulated
	Shares				Excess					Other						Treasury			Total
(unaudited)	(100.0		$1.00 Par		of Par		Retained			Comprehensive			Treasury			Stock at			Stockholders’
(in millions, except par value)	Authorized)		Value		Value		Earnings			Loss			Shares			Cost			Equity
Balances at December 31, 2006		80.0	$	80.0	$	484.3	$	908.8		$	(69.2	)		(0.0	)	$	(0.4	)	$	1,403.5
Cumulative effect of adopting FIN 48 (see Note 15)		—		—		—		(3.1	)		—			—			—			(3.1	)
Net income		—		—		—		59.1			—			—			—			59.1
Other comprehensive income:
Unrealized gain on derivative financial instruments, net of tax		—		—		—		—			0.4			—			—			0.4
Comprehensive net income																				59.5
Cash dividends on common stock		—		—		—		(4.8	)		—			—			—			(4.8	)
Restricted shares issued		—		—		0.2		—			—			—			—			0.2
Stock options exercised		0.3		0.3		4.8		—			—			—			—			5.1
Income tax benefit from stock options exercised		—		—		2.7		—			—			—			—			2.7
Stock-based compensation expense		—		—		0.4		—			—			—			—			0.4
Other		—		—		0.1		—			—			—			(0.6	)		(0.5	)
Balances at March 31, 2007		80.3	$	80.3	$	492.5	$	960.0		$	(68.8	)		(0.0	)	$	(1.0	)	$	1,463.0

See accompanying notes to consolidated financial statements.

5

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”, “Company”, “we” or “our”). In our opinion, all normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of March 31, 2007 and the results of operations for the three month periods ended March 31, 2007 and 2006, and cash flows for the three month periods ended March 31, 2007 and 2006, have been made in conformity with generally accepted accounting principles. Because of seasonal and other factors, the results of operations for the three month period ended March 31, 2007 may not be indicative of expected results of operations for the year ending December 31, 2007. 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, 2006.

Stockholders’ Equity

     On May 15, 2006, the Company’s Board of Directors authorized a 3-for-2 stock split of the Company’s common shares. The stock split was issued in the form of a 50% stock dividend. All share and per share information, including dividends, has been retroactively adjusted to reflect the 3-for-2 stock split.

Recent Accounting Pronouncements

     In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for fiscal years beginning after November 15, 2007. We are currently evaluating the potential impact of the provisions of SFAS 157.

Reclassifications

     Certain prior year balances have been reclassified to conform to the 2007 presentation for discontinued operations.

Note 2. Divestitures

     In June 2006, we sold our weld pipe fittings business (“Fittings”). In August 2006, we also sold our European Rail business (“Europe”). Condensed results of operations relating to Fittings and Europe for the three month period ended March 31, 2006 were as follows:

	Three Months
	Ended
	March 31,
	2006
	(in millions)
	Fittings		Europe
Revenues	$	16.1	$	20.0
Operating costs		13.0		25.0
Other expense		—		0.9
Income (loss) from discontinued operations before income taxes		3.1		(5.9	)
Provision (benefit) for income taxes		1.2		(2.6	)
Net income (loss) from discontinued operations	$	1.9	$	(3.3	)

     In September 2006, we implemented a plan to divest our Brazilian operations. Total net assets of these operations as of March 31, 2007 were $2.4 million. For the three months ended March 31, 2007 and 2006, revenues and net income from discontinued operations were insignificant.

6

Note 3. Segment Information

     The Company reports operating results in five principal 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, and girders and beams used in the construction of highway and railway bridges; (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, structural wind towers, and pressure and non-pressure containers for the storage and transportation of liquefied gases and other liquid and dry products; and (5) the Railcar Leasing and Management Services Group, which provides fleet management, maintenance, and leasing services. The category All Other includes our captive insurance and transportation companies, legal and environmental costs associated with non-operating facilities, other peripheral businesses, and the change in market valuation related to ineffective commodity hedges. Historical segment information has been retroactively adjusted to exclude the divestitures described in Note 2.

     Sales and related profits from the Rail Group to the 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.

     The financial information from continuing operations for these segments is shown in the tables below. We operate principally in the continental United States and Mexico.

Three Months Ended March 31, 2007

	Revenues								Operating
									Profit
	Outside		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	394.3	$	174.4		$	568.7		$	78.1
Construction Products Group		163.1		0.1			163.2			10.1
Inland Barge Group		108.7		—			108.7			17.4
Energy Equipment Group		88.9		2.5			91.4			10.1
Railcar Leasing and Management Services Group		70.9		—			70.9			27.8
All Other		2.6		13.0			15.6			1.3
Corporate		—		—			—			(10.0	)
Eliminations		—		(190.0	)		(190.0	)		(26.1	)
Consolidated Total	$	828.5	$	—		$	828.5		$	108.7

The following table shows revised segment information for the three month period ended March 31, 2006.

Three Months Ended March 31, 2006

	Revenues								Operating
									Profit
	Outside		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	371.4	$	148.5		$	519.9		$	62.0
Construction Products Group		148.0		0.5			148.5			9.5
Inland Barge Group		82.0		—			82.0			6.6
Energy Equipment Group		65.6		2.4			68.0			11.1
Railcar Leasing and Management Services Group		56.3		—			56.3			17.6
All Other		1.4		10.0			11.4			(2.9	)
Corporate		—		—			—			(9.8	)
Eliminations		—		(161.4	)		(161.4	)		(18.5	)
Consolidated Total	$	724.7	$	—		$	724.7		$	75.6

7

Note 4. 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:

	March 31, 2007			December 31, 2006
				(as reported)
	(in millions)
Balance Sheet
Cash	$	14.3		$	13.0
Leasing equipment
Machinery and other		35.1			35.1
Equipment on lease		1,678.8			1,511.5
		1,713.9			1,546.6
Accumulated depreciation		(176.4	)		(163.9	)
		1,537.5			1,382.7
Restricted assets		100.7			111.6
Debt:
Recourse		75.7			119.1
Non-recourse		522.6			426.5

	Three Months Ended
	March 31,
	2007		2006
	( in millions)
Statement of Operations
Revenues	$	70.9	$	56.3
Operating profit		27.8		17.6

     Interest expense, which is not a component of operating profit, was $9.2 million and $6.6 million for the three months ended March 31, 2007 and 2006, respectively. Rent expense, a component of operating profit, was $11.3 million and $11.5 million for the three months ended March 31, 2007 and 2006, respectively.

     Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured by Trinity’s rail subsidiaries 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 as follows:

	Remaining
	nine months
	of 2007		2008		2009		2010		2011		Thereafter		Total
					(in millions)
Future Minimum Rental Revenues on Leases	$	165.6	$	201.6	$	183.7	$	161.9	$	125.6	$	422.6	$	1,261.0

     Future operating lease obligations of the Leasing Group’s subsidiaries as well as future minimum rental revenues related to these leases due to the Leasing Group are as follows:

	Remaining
	nine months
	of 2007		2008		2009		2010		2011		Thereafter		Total
					(in millions)
Future Operating Lease Obligations of Trusts’ Cars	$	36.3	$	48.5	$	47.6	$	40.7	$	41.7	$	566.0	$	780.8
Future Minimum Rental Revenues of Trusts’ Cars	$	53.0	$	63.4	$	52.6	$	41.6	$	31.9	$	126.1	$	368.6

     The Leasing Group’s debt consists of both recourse and non-recourse debt. See Note 8 for maturities of debt. Equipment with a net book value of $801.5 million is pledged as collateral for Leasing Group debt. Equipment with a net book value of $108.6 million is pledged as collateral against lease obligations.

8

Note 5. Derivative Instruments

     The Company uses interest rate swaps to fix the LIBOR component of outstanding debt. These swaps are accounted for as cash flow hedges under SFAS 133, Accounting for Derivative Instruments and Hedging Activities. As of March 31, 2007, Trinity had $65.0 million of interest rate swaps outstanding. The amount recorded in the consolidated balance sheet for these instruments was an asset of $0.2 million as of March 31, 2007 with $0.2 million of income in Accumulated Other Comprehensive Loss (“AOCL”). The effect on the consolidated statement of operations for the three month periods ended March 31, 2007 and 2006 was income of $0.2 million and $0.3 million, respectively.

     In anticipation of a future debt issuance, we entered into interest rate swap transactions during 2005 and 2006. These instruments, with a notional amount of $200 million, fixed the interest rate on a portion of a future debt issuance associated with a 2006 railcar leasing transaction and settled at maturity in the first quarter of 2006. The weighted average fixed interest rate under these instruments was 4.87%. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million recorded in AOCL through the date the related debt issuance closed in May 2006. The balance is being amortized over the term of the related debt. As of the three months ended March 31, 2007, the balance remaining in AOCL was $4.1 million. The effect of the amortization on the consolidated statement of operations for the three month period ended March 31, 2007 was income of $0.1 million.

     In addition, in anticipation of a future debt issuance, we entered into interest rate swap transactions during the fourth quarter of 2006 and the first quarter of 2007. These instruments, with a notional amount of $250 million, hedge the interest rate on a future debt issuance associated with an anticipated secured borrowing facility in 2007 and will expire in the fourth quarter of 2007. The weighted average fixed interest rate under these instruments is 5.14%. These interest rate swaps are being accounted for as cash flow hedges with changes in the fair value of the instruments of $0.9 million of income recorded in AOCL.

     We continue a program to mitigate the impact of fluctuations in the price of its natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit and overall profitability from adverse price changes by entering into derivative instruments. Since the majority of these instruments do not qualify for hedge accounting treatment, any change in their valuation is recorded directly to the consolidated statement of operations. The amount recorded in the consolidated balance sheet for these instruments was a liability of $0.2 million as of March 31, 2007 with $0.1 million of expense in AOCL. The effect on the consolidated statement of operations for the three month period ended March 31, 2007 was income of $0.9 million and for the three month period ended March 31, 2006 was an expense of $1.3 million.

Note 6. Property, Plant, and Equipment

     The following table summarizes the components of property, plant, and equipment as of March 31, 2007 and December 31, 2006.

	March 31,			December 31,
	2007			2006
				(as reported)
	(in millions)
Corporate/Manufacturing:
Land	$	35.9		$	35.8
Buildings and improvements		327.2			329.2
Machinery and other		536.3			538.6
Construction in progress		60.4			39.5
		959.8			943.1
Less accumulated depreciation		(554.4	)		(564.6	)
		405.4			378.5
Leasing:
Machinery and other		35.1			35.1
Equipment on lease		1,678.8			1,511.5
		1,713.9			1,546.6
Less accumulated depreciation		(176.4	)		(163.9	)
		1,537.5			1,382.7
Deferred profit on railcars sold to the Leasing Group		(196.3	)		(170.9	)
	$	1,746.6		$	1,590.3

9

Note 7. 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 month periods ended March 31, 2007 and 2006 was as follows:

	Three Months Ended
	March 31,
	2007			2006
	(in millions)
Beginning balance	$	28.6		$	36.8
Warranty costs incurred		(2.6	)		(6.7	)
Product warranty accrual		2.5			2.9
Currency translation		—			0.2
Ending balance	$	28.5		$	33.2

     The warranty balance as of March 31, 2007 includes certain amounts that we believe to be sufficient to cover remaining obligations related to the divestiture of Trinity’s European Rail operations.

Note 8. Debt

     The following table summarizes the components of debt as of March 31, 2007 and December 31, 2006.

	March 31,		December 31,
	2007		2006
			(as reported)
	(in millions)
Corporate/Manufacturing — Recourse:
Revolving commitment	$	—	$	—
Convertible subordinated notes		450.0		450.0
Senior notes		201.5		201.5
Other		1.6		1.8
		653.1		653.3
Leasing — Recourse:
Equipment trust certificates		75.7		119.1
		728.8		772.4
Leasing — Non-recourse:
Secured railcar equipment notes		344.4		347.5
Warehouse facility		178.2		79.0
		522.6		426.5
Total debt	$	1,251.4	$	1,198.9

     Trinity’s $350 million revolving credit facility matures April 2011. The agreement requires maintenance of ratios related to interest coverage for Trinity’s leasing and manufacturing operations, leverage, and minimum net worth. At March 31, 2007, there were no borrowings under the revolving credit facility. After $113.2 million was considered for letters of credit, $236.8 million was available under the revolving credit facility.

     Trinity Industries Leasing Company’s (“TILC”) $375 million non-recourse warehouse facility, established to finance railcars owned by TILC, had $178.2 million outstanding as of March 31, 2007. Advances under the facility bear interest at a defined index rate plus a margin, for an all in rate of 6.19% at March 31, 2007. At March 31, 2007, $196.8 million was available under this facility.

     Terms and conditions of other debt are described in our 2006 Annual Report on Form 10-K.

10

     The remaining principal payments under existing debt agreements as of March 31, 2007 are as follows:

	Remaining
	nine months
	of 2007		2008		2009		2010		2011		Thereafter
					(in millions)
Recourse:
Corporate/Manufacturing	$	0.8	$	0.7	$	0.1	$	—	$	—	$	651.5
Leasing – equipment trust certificates (Note 4)		—		14.2		61.5		—		—		—
Non-recourse:
Leasing –secured railcar equipment notes (Note 4)		10.3		16.5		15.3		16.4		14.9		271.0
Leasing –warehouse facility (Note 4)		4.3		115.9		58.0		—		—		—
Total principal payments	$	15.4	$	147.3	$	134.9	$	16.4	$	14.9	$	922.5

Note 9. Other, Net

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

	Three Months Ended
	March 31,
	2007			2006
	(in millions)
Gain on disposition of property, plant, and equipment	$	(1.7	)	$	(0.2	)
Foreign currency exchange transactions		0.7			0.4
Loss (gain) on equity investments		0.1			(0.1	)
Other		(0.1	)		(0.2	)
Other, net	$	(1.0	)	$	(0.1	)

Note 10. Employee Retirement Plans

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

	Three Months Ended
	March 31,
	2007			2006
	(in millions)
Service cost	$	2.8		$	3.1
Interest		4.9			4.5
Expected return on assets		(4.4	)		(4.5	)
Amortization and deferral		1.1			1.0
Profit sharing		1.6			1.3
Net expenses	$	6.0		$	5.4

     Trinity contributed $2.4 million and $1.5 million to the Company’s defined benefit pension plans for the three month periods ended March 31, 2007 and 2006, respectively. Total contributions to our pension plans in 2007 are expected to be approximately $14.9 million.

11

Note 11. Accumulated Other Comprehensive Loss

     Comprehensive net income is as follows:

	Three Months Ended
	March 31,
	2007		2006
	(in millions)
Net income	$	59.1	$	37.0
Other comprehensive income:
Change in currency translation adjustment:
Change in currency translation adjustment, net of tax benefit of $ — and $(1.2)		—		3.0
Change in unrealized gain on derivative financial instruments, net of tax benefit of $(0.3) and $(1.3)		0.4		2.1
Comprehensive net income	$	59.5	$	42.1

     The components of accumulated other comprehensive loss are as follows:

	March 31,			December 31,
	2007			2006
				(as reported)
	(in millions)
Currency translation adjustments	$	(17.5	)	$	(17.5	)
Unrealized gain on derivative financial instruments		3.2			2.8
Funded status of pension plans		(54.5	)		(54.5	)
	$	(68.8	)	$	(69.2	)

Note 12. Stock-Based Compensation

     On January 1, 2006, we adopted SFAS No. 123R Share-Based Payment which requires companies to recognize in their financial statements the cost of employee services received in exchange for awards of equity instruments. These costs are based on the grant date fair-value of those awards. Stock-based compensation includes compensation expense, recognized over the applicable vesting periods, for both new share-based awards and share-based awards granted prior to, but not yet vested, as of January 1, 2006. Stock-based compensation totaled approximately $3.9 million and $2.0 million for the three months ended March 31, 2007 and 2006, respectively.

Note 13. Net Income Per Common Share

     Basic net income per common share is computed by dividing net income 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 per common share includes the impact of shares that could be issued under outstanding stock options. There were no anti-dilutive stock options for the three month periods ended March 31, 2007 and 2006.

12

     The computation of basic and diluted net income applicable to common shareholders is as follows:

	Three Months Ended						Three Months Ended
	March 31, 2007						March 31, 2006
	(in millions except per share amounts)
			Average							Average
	Income		Shares		EPS		Income			Shares		EPS
Income from continuing operations – basic	$	59.1		78.0	$	0.76	$	38.5			74.9	$	0.51
Effect of dilutive securities:
Stock options		—		1.9				—			2.1
Series B preferred stock		—		—				—			1.8
Income from continuing operations – diluted	$	59.1		79.9	$	0.74	$	38.5			78.8	$	0.49
Loss from discontinued operations, net of taxes – basic	$	—		78.0	$	—	$	(1.5	)		74.9	$	(0.02	)
Effect of dilutive securities:
Stock options		—		1.9				—			2.1
Series B preferred stock		—		—				—			1.8
Loss from discontinued operations, net of taxes – diluted	$	—		79.9	$	—	$	(1.5	)		78.8	$	(0.02	)

Note 14. Contingencies

     Barge Litigation

     The Company and its wholly owned subsidiary, Trinity Marine Products, Inc. (“TMP”), and certain material suppliers and others, are co-defendants in a lawsuit filed by Waxler Transportation, Inc. The plaintiff has petitioned the court for certification of a class which, if certified, could significantly increase the total number of barges at issue. 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 have each advised that factual disputes exist regarding the legal merits of class certification. Discovery is underway in the case but no date has been set for a class certification hearing or trial. Independent experts investigating the claims for the Company and TMP 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.

     Other Litigation

     Our subsidiary, 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, totaled $46.8 million. This case was appealed by Transit Mix and its insurers. In October 2006, the original trial court judgment was reversed and a take-nothing judgment was rendered by the Eleventh Court of Appeals, State of Texas. Plaintiffs filed a motion for rehearing in such court, which was denied. On March 22, 2007, Plaintiffs filed their Petition for Review with the Texas Supreme Court.

     We are also involved in other claims and lawsuits incidental to our 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.

     We are subject to federal, state, local, and foreign laws and regulations relating to the environment and the workplace. We believe that we are currently in substantial compliance with such laws and regulations.

     We are involved in various proceedings relating to environmental matters. We have reserved $12.5 million to cover our probable and estimable liabilities with respect to investigation, assessment, and remedial response to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of future remedial response costs are inherently imprecise. Accordingly, there can be no assurance that

13

we will not become involved in future environmental litigation or other proceedings or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company.

Note 15. Accounting for Uncertainty in Income Taxes

     In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 (“SFAS 109”). This interpretation, which became effective for fiscal years beginning after December 15, 2006, introduces a new approach that significantly changes how enterprises recognize and measure tax benefits associated with tax positions and how enterprises disclose uncertainties related to income tax positions in their financial statements.

     This interpretation applies to all tax positions within the scope of SFAS 109 and establishes a single approach in which a recognition and measurement threshold is used to determine the amount of tax benefit that should be recognized in the financial statements. FIN 48 also provides guidance on (1) the recognition, derecognition, and measurement of uncertain tax positions in a period subsequent to that in which the tax position is taken; (2) the accounting for interest and penalties; (3) the presentation and classification of recorded amounts in the financial statements; and (4) disclosure requirements.

     On January 1, 2007, Trinity adopted the provisions of FIN 48. As a result, we recorded a $3.1 million charge to the January 1, 2007 balance of retained earnings. This amount is inclusive of penalties and interest, net of deferred tax assets that were recorded against uncertain tax positions related to state income taxes and federal and state interest expense that was accrued.

     Prior to the adoption of FIN 48, the Company had recorded $8.3 million of tax contingency reserves. Additionally, $20.7 million of deferred tax liabilities had been recorded for items that have been identified as uncertain tax positions that have now been reclassified as a FIN 48 liability. Upon the adoption of FIN 48, we identified an additional $3.0 million of taxes related to uncertain tax positions which increased our total FIN 48 balance on January 1, 2007 to $32.0 million.

     The change in unrecognized tax benefits for the three months ended March 31, 2007 is as follows (in millions):

Balance at January 1, 2007	$	32.0
Additions for tax positions of prior years		0.5
Settlements		(0.5	)
Balance at March 31, 2007	$	32.0

     The total amount of unrecognized tax benefits at January 1, 2007, that would affect the Company’s effective tax rate if recognized was determined to be $9.0 million. There is a reasonable possibility that unrecognized tax benefits will decrease significantly by March 31, 2008 due to a lapse in the statute of limitations for assessing tax. Further, there is a reasonable possibility that the unrecognized tax benefits will decrease significantly by March 31, 2008 due to settlements with taxing authorities. Amounts expected to settle by March 31, 2008 are $15.2 million.

     Trinity accounts for interest expense and penalties related to income tax issues as income tax expense. Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax provision. The total amount of accrued interest and penalties as of January 1, 2007 is $5.8 million. Income tax expense for the three months ended March 31, 2007 includes $0.4 million in interest expense and penalties related to uncertain tax positions.

     We are currently under Internal Revenue Service (“IRS”) examination for the tax years ended 1998 through 2002, thus our statute remains open from the year ended March 31, 1998, forward. We expect the 1998 through 2002 examination to be completed within the next twelve months. In addition, statutes of limitations governing the right of Mexico tax authorities to audit the tax returns of our Mexican operations remain open for the 2002 tax year forward. Our various European subsidiaries, including the subsidiaries that were sold during 2006, are impacted by various statutes of limitations which are generally open from 2001 forward. An exception to this is our Romanian operations, which have been audited through 2004. Generally, states’ statutes in the United States are open from 2002 forward.

Note 16. Financial Statements for Guarantors of the Senior Notes

     The Company’s Senior Notes were issued by Trinity Industries, Inc. (“Parent”) which includes the corporate operations and certain operations of the Construction 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 & Materials Company, Trinity Industries Leasing Company, Trinity Marine Products, Inc., Trinity Rail Group, LLC, Trinity North American Freight Car, Inc., Trinity Tank Car, Inc., and Trinity Parts & Components, LLC. No other subsidiaries guarantee the Senior

14

Notes. As of March 31, 2007, assets held by the non-guarantor subsidiaries include $100.7 million of restricted assets that are not available for distribution to the Parent, $671.5 million of assets securing certain debt and $108.6 million of assets securing certain lease obligations held by the non-guarantor subsidiaries, and $225.3 million of assets located in foreign locations.

Statement of Operations
For the Three Months Ended March 31, 2007

						Combined
				Combined		Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	45.4		$	559.0	$	338.3	$	(114.2	)	$	828.5
Cost of revenues		65.4			443.3		271.2		(114.2	)		665.7
Selling, engineering, and administrative expenses		11.1			26.5		16.5		—			54.1
		76.5			469.8		287.7		(114.2	)		719.8
Operating profit (loss)		(31.1	)		89.2		50.6		—			108.7
Other (income) expense		(82.0	)		16.3		11.3		67.2			12.8
Income from continuing operations before income taxes		50.9			72.9		39.3		(67.2	)		95.9
Provision (benefit) for income taxes		(8.2	)		29.9		15.1		—			36.8
Income from continuing operations		59.1			43.0		24.2		(67.2	)		59.1
Loss from discontinued operations, net of provision for income taxes of $ —		—			—		—		—			—
Net income	$	59.1		$	43.0	$	24.2	$	(67.2	)	$	59.1

Statement of Operations
For the Three Months Ended March 31, 2006

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	109.5		$	471.5		$	263.6		$	(119.9	)	$	724.7
Cost of revenues		111.8			395.8			211.0			(119.9	)		598.7
Selling, engineering and administrative expenses		18.4			22.5			9.5			—			50.4
		130.2			418.3			220.5			(119.9	)		649.1
Operating profit (loss)		(20.7	)		53.2			43.1			—			75.6
Other (income) expense		(48.3	)		(1.3	)		3.6			57.4			11.4
Income from continuing operations before income taxes		27.6			54.5			39.5			(57.4	)		64.2
Provision (benefit) for income taxes		(9.4	)		23.4			11.7			—			25.7
Income from continuing operations		37.0			31.1			27.8			(57.4	)		38.5
Loss from discontinued operations, net of benefit for income taxes of $1.5		—			—			(1.5	)		—			(1.5	)
Net income	$	37.0		$	31.1		$	26.3		$	(57.4	)	$	37.0

15

Balance Sheet
March 31, 2007

						Combined
			Combined			Non-
			Guarantor			Guarantor
	Parent		Subsidiaries			Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	202.8	$	0.6		$	20.7	$	—		$	224.1
Receivables, net of allowance		11.7		157.4			109.9		—			279.0
Inventory		5.1		352.1			191.9		—			549.1
Property, plant, and equipment, net		21.6		710.7			1,014.3		—			1,746.6
Investments in subsidiaries/intercompany receivable (payable), net		1,956.3		(555.7	)		18.1		(1,418.7	)		—
Goodwill and other assets		204.8		408.5			220.0		(125.8	)		707.5
	$	2,402.3	$	1,073.6		$	1,574.9	$	(1,544.5	)	$	3,506.3
Liabilities:
Accounts payable and accrued liabilities	$	212.6	$	244.5		$	160.2	$	(28.3	)	$	589.0
Debt		651.5		77.3			522.6		—			1,251.4
Deferred income		17.1		3.2			22.0		—			42.3
Other liabilities		58.1		197.4			2.6		(97.5	)		160.6
Total stockholders’ equity		1,463.0		551.2			867.5		(1,418.7	)		1,463.0
	$	2,402.3	$	1,073.6		$	1,574.9	$	(1,544.5	)	$	3,506.3

Balance Sheet
December 31, 2006
(as reported)

						Combined
			Combined			Non-
			Guarantor			Guarantor
	Parent		Subsidiaries			Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	283.1	$	0.2		$	28.2	$	—		$	311.5
Receivables, net of allowance		58.6		124.0			69.9		—			252.5
Inventory		68.2		292.7			168.0		—			528.9
Property, plant, and equipment, net		45.8		687.7			856.8		—			1,590.3
Investments in subsidiaries/ intercompany receivable (payable), net		1,674.4		(432.0	)		109.1		(1,351.5	)		—
Goodwill and other assets		188.1		432.0			221.7		(99.4	)		742.4
	$	2,318.2	$	1,104.6		$	1,453.7	$	(1,450.9	)	$	3,425.6
Liabilities:
Accounts payable and accrued liabilities	$	228.2	$	274.7		$	152.9	$	—		$	655.8
Debt		651.5		120.9			426.5		—			1,198.9
Deferred income		17.2		3.5			22.2		—			42.9
Other liabilities		17.8		197.3			8.8		(99.4	)		124.5
Total stockholders’ equity		1,403.5		508.2			843.3		(1,351.5	)		1,403.5
	$	2,318.2	$	1,104.6		$	1,453.7	$	(1,450.9	)	$	3,425.6

Statement of Cash Flows
For the Three Months Ended March 31, 2007

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in millions)
Net cash (required) provided by operating activities	$	(83.5	)	$	63.5		$	59.6		$	—	$	39.6
Net cash provided (required) by investing activities		0.6			(19.5	)		(163.2	)		—		(182.1	)
Net cash provided (required) by financing activities		2.6			(43.6	)		96.1			—		55.1
Net increase (decrease) in cash and cash equivalents		(80.3	)		0.4			(7.5	)		—		(87.4	)
Cash and equivalents at beginning of period		283.1			0.2			28.2			—		311.5
Cash and equivalents at end of period	$	202.8		$	0.6		$	20.7		$	—	$	224.1

16

Statement of Cash Flows
For the Three Months Ended March 31, 2006

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in millions)
Net cash (required) provided by operating activities	$	(67.9	)	$	15.9		$	60.0		$	—	$	8.0
Net cash (required) provided by investing activities		(3.7	)		(5.8	)		(140.4	)		—		(149.9	)
Net cash provided (required) by financing activities		4.7			(10.4	)		91.1			—		85.4
Net (decrease) increase in cash and cash equivalents		(66.9	)		(0.3	)		10.7			—		(56.5	)
Cash and equivalents at beginning of period		110.8			0.3			24.9			—		136.0
Cash and equivalents at end of period	$	43.9		$	—		$	35.6		$	—	$	79.5

Note 17. Subsequent Event

     On April 2, 2007, our subsidiary, Transit Mix Concrete & Materials Company, acquired a combined group of East Texas asphalt, ready mix concrete, and aggregates businesses operating under the name Armor Materials. The businesses were owned by a common group of individuals and companies. The total acquisition cost is estimated to be $30.8 million paid at closing, an additional future cash consideration of $5.2 million to be paid over the next three to five years, and contingent payments not to exceed $6.0 million. The final acquisition cost is subject to final adjustments in accordance with the purchase agreement. Revenues for the acquired businesses are estimated to be approximately $55.0 million per year. The acquired group will be a part of our Construction Products Group.

17

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

General

     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 for Continuing Operations

     Revenues

	Three Months Ended March 31, 2007								Three Months Ended March 31, 2006
	Revenues								Revenues								Percent
	Outside		Intersegment			Total			Outside		Intersegment			Total			Change
	($ in millions)
Rail Group	$	394.3	$	174.4		$	568.7		$	371.4	$	148.5		$	519.9			9.4	%
Construction Products Group		163.1		0.1			163.2			148.0		0.5			148.5			9.9
Inland Barge Group		108.7		—			108.7			82.0		—			82.0			32.6
Energy Equipment Group		88.9		2.5			91.4			65.6		2.4			68.0			34.4
Railcar Leasing and Management Services Group		70.9		—			70.9			56.3		—			56.3			25.9
All Other		2.6		13.0			15.6			1.4		10.0			11.4			36.8
Eliminations		—		(190.0	)		(190.0	)		—		(161.4	)		(161.4	)
Consolidated Total	$	828.5	$	—		$	828.5		$	724.7	$	—		$	724.7			14.3

     Revenues for the three month period ended March 31, 2007 increased due to improved sales across all segments. Increased railcar shipments to both external customers and our Leasing Group yielded higher revenues for the Rail Group. The increase in revenues for the Construction Products Group was primarily attributable to increased sales volumes and an increase in raw material costs which have resulted in higher sales prices. For the Inland Barge Group, an increase in hopper and tank barge sales volumes was the primary attribute for the increase in revenues. An increase in structural wind towers sales was the primary reason for the revenue increase in the Energy Equipment Group. Higher rental revenues related to additions to the fleet and higher average rental rates drove revenue increases in the Railcar Leasing and Management Services Group.

     Operating Profit (Loss)

	Three Months Ended
	March 31,
	2007			2006
	(in millions)
Rail Group	$	78.1		$	62.0
Construction Products Group		10.1			9.5
Inland Barge Group		17.4			6.6
Energy Equipment Group		10.1			11.1
Railcar Leasing and Management Services Group		27.8			17.6
All Other		1.3			(2.9	)
Corporate		(10.0	)		(9.8	)
Eliminations		(26.1	)		(18.5	)
Consolidated Total	$	108.7		$	75.6

     Operating profit for the three months ended March 31, 2007 increased as the result of improved revenues, improved pricing, an increase in the size of our lease fleet, and cost savings due to increased volumes in our manufacturing business.

     Other Income and Expense. Interest expense, net of interest income, was $13.8 million and $11.5 million, respectively, for the three month periods ended March 31, 2007 and 2006. Interest income increased $2.7 million over the same period last year due to an increase in cash available for investment and higher interest rates. Interest expense increased $5.0 million over the same period last year due to an increase in debt levels. The increase in Other, net for the three month period ended March 31, 2007 was due to an increase in the sale of non-operating assets.

     Income Taxes. The current effective tax rate of 38.4% for continuing operations for the three month period ended March 31, 2007 was greater than the statutory rate of 35.0% due primarily to state income taxes. The prior year current effective tax rate for continuing operations of 40.0% was due to state income taxes and the impact of certain foreign tax losses in jurisdictions with lower tax rates or in foreign locations where tax benefits were not recorded.

18

Rail Group

	Three Months Ended March 31,
	2007			2006			Percent
	($ in millions)						Change
Revenues:
Rail	$	523.1		$	462.4			13.1	%
Components		45.6			57.5			(20.7	)
Total revenues	$	568.7		$	519.9			9.4
Operating profit	$	78.1		$	62.0
Operating profit margin		13.7	%		11.9	%

     Railcar shipments increased 6.5% to approximately 6,570 railcars during the three month period ended March 31, 2007 compared to the same period in 2006. As of March 31, 2007, our Rail Group backlog was approximately 37,790 railcars. Approximately 61% of those railcars were dedicated to the Leasing Group which has lease agreements for these railcars with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery. This compares with a backlog of approximately 25,500 railcars as of March 31, 2006. Approximately 45% of those railcars were dedicated to the Leasing Group which had lease agreements for those railcars with external customers.

     Operating profit for the Rail Group increased $16.1 million for the three month period ended March 31, 2007 compared to the same period last year. This increase is primarily due to increased pricing, product mix, and volume, as well as improved operating efficiencies.

     In the three months ended March 31, 2007 railcar sales to the Railcar Leasing and Management Services Group were $172.5 million compared to $148.1 million in the comparable period in 2006 with profit of $28.2 million compared to $18.5 million for the same period in 2006. 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.

     Condensed results of operations related to the European rail business sold in August 2006 for the three month period ended March 31, 2006 were as follows:

	Three Months
	Ended
	March 31,
	2006
	($ in millions)
Revenues	$	20.0
Operating loss	$	(5.0	)
Operating loss margin		(25.0	)%

Construction Products Group

	Three Months Ended March 31,
	2007			2006			Percent
	($ in millions)						Change
Revenues:
Concrete and Aggregates	$	101.4		$	90.1			12.5	%
Highway Products		48.2			45.5			5.9
Other		13.6			12.9			5.4
Total revenues	$	163.2		$	148.5			9.9
Operating profit	$	10.1		$	9.5
Operating profit margin		6.2	%		6.4	%

     The increase in revenues for the three month period ended March 31, 2007 compared to the same period in 2006 was primarily attributable to increased sales volumes and higher raw material costs that resulted in higher sales prices. Operating profit for the three months ended March 31, 2007 increased due to additional revenue in each of the businesses. Operating profit margin decreased due to competitive pricing in Highway Products and lower margins in the other businesses.

19

     Condensed results of operations related to the weld pipe fittings business sold in June 2006 for the three month period ended March 31, 2006 were as follows:

	Three Months
	Ended
	March 31,
	2006
	($ in millions)
Revenues	$	16.1
Operating profit	$	3.1
Operating profit margin		19.3	%

     On April 2, 2007, our subsidiary, Transit Mix Concrete & Materials Company, acquired a combined group of East Texas asphalt, ready mix concrete and aggregates businesses operating under the name Armor Materials. The businesses were owned by a common group of individuals and companies. The total acquisition cost is estimated to be $30.8 million, at closing, an additional future cash consideration of $5.2 million to be paid over the next three to five years, and contingent payments not to exceed $6.0 million. Revenues for the acquired businesses are estimated to be approximately $55.0 million per year. The acquired group will be a part of our Construction Products Group.

Inland Barge Group

	Three Months Ended March 31,
	2007			2006			Percent
	($ in millions)						Change
Revenues	$	108.7		$	82.0			32.6	%
Operating profit	$	17.4		$	6.6
Operating profit margin		16.0	%		8.0	%

     Revenues increased for the three month period ended March 31, 2007 compared to the same period in the prior year due to an increase in the sales of hopper and tank barges, and a change in the mix of barges sold. Operating profit for the three months ended March 31, 2007 increased compared to the same period last year due primarily to an increase in sales and a more profitable mix of barges delivered. As of March 31, 2007, the backlog for the Inland Barge Group was approximately $569 million compared to approximately $327 million for the same period last year.

Energy Equipment Group

	Three Months Ended March 31,
	2007			2006			Percent
	($ in millions)						Change
Revenues	$	91.4		$	68.0			34.4	%
Operating profit	$	10.1		$	11.1
Operating profit margin		11.1	%		16.3	%

     Revenues increased for the three month period ended March 31, 2007 compared to the same period in 2006, primarily due to higher sales of structural wind towers. The operating profit for the three month period ended March 31, 2007 is lower than the same period last year due to start up costs related to structural wind tower production in Mexico, and to a lesser degree, a weaker domestic LPG tank market in the United States and Mexico.

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Railcar Leasing and Management Services Group

	Three Months Ended March 31,
	2007			2006			Percent
	($ in millions)						Change
Revenues:
Leasing and management	$	62.6		$	47.1			32.9	%
Sales of cars from the lease fleet		8.3			9.2			(9.8	)
Total revenues	$	70.9		$	56.3			25.9
Operating Profit:
Leasing and management	$	26.5		$	16.0
Sales of cars from the lease fleet		1.3			1.6
Total operating profit	$	27.8		$	17.6
Operating profit margin		39.2	%		31.3	%
Fleet utilization		99.9	%		99.2	%

     Total revenues increased for the three month period ended March 31, 2007 compared to the same period last year due to increased rental revenues related to additions to the leasing and management fleet and higher average rental rates on the remarketed fleet. Operating profit for leasing and management operations increased for the three month period ended March 31, 2007 due primarily to an increase in to rental proceeds from fleet additions, and higher average lease rates.

     We use 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, excluding the impact of sales of cars from the lease fleet. 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:

	Three Months Ended
	March 31,
	2007			2006
	($ in millions)
Operating profit – leasing and management	$	26.5		$	16.0
Add: Depreciation and amortization		10.2			6.8
Rental expense		11.3			11.5
EBITDAR	$	48.0		$	34.3
EBITDAR margin		76.7	%		72.8	%

     The increase in EBITDAR for the three month period ended March 31, 2007 was due to higher average lease rates on new and existing equipment.

     As of March 31, 2007, the Railcar Leasing and Management Services Group’s rental fleet of approximately 32,500 owned or leased railcars had an average age of 4.3 years and an average remaining lease term of 5.7 years.

All Other

	Three Months Ended March 31,
	2007		2006			Percent
	($ in millions)					Change
Revenues	$	15.6	$	11.4			36.8	%
Operating profit (loss)	$	1.3	$	(2.9	)

     The increase in revenues for the three month period ended March 31, 2007 over the same period last year was primarily attributable to an increase in intersegment sales by our transportation company. The operating profit for the three month period ended March 31, 2007 was due to the increase in intersegment sales and income related to the market valuation of commodity hedges that are required to be marked to market.

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Liquidity and Capital Resources

Cash Flows

     Operating Activities. Net cash provided by the operating activities of continuing operations for the three months ended March 31, 2007 was $39.8 million compared to $2.5 million of net cash required by the operating activities of continuing operations for the same period in 2006. This was primarily due to an increase in net income for the three month period, an increase in deferred taxes, a smaller increase in receivables and inventories, partially offset by a decrease in accounts payable and accrued liabilities. Net cash required by the operating activities of discontinued operations was $0.2 million for the three months ended March 31, 2007 compared to $10.5 million of net cash provided by operating activities for discontinued operations for the same period in 2006.

     Investing Activities. Net cash required by investing activities of continuing operations for the three months ended March 31, 2007 was $182.1 million compared to $149.7 million for the same period last year. Capital expenditures for the three months ended March 31, 2007 were $193.5 million, of which $147.4 million were for additions to the lease fleet. This compares to $157.5 million of capital expenditures for the same period last year, of which $130.1 million were for additions to the lease fleet. Proceeds from the sale of property, plant, and equipment were $11.4 million for the three months ended March 31, 2007 composed primarily of railcar sales from the lease fleet and the sale of non-operating assets, compared to $10.1 million for the same period in 2006 composed primarily of railcar sales from the lease fleet and the sale of non-operating assets.

     Financing Activities. Net cash provided by financing activities during the three months ended March 31, 2007 was $55.1 million compared to $85.4 million for the same period in 2006. We intend to use our cash to fund the operations of the Company, including expansion of manufacturing plants and expansion of our leasing fleet.

     At March 31, 2007, there were no borrowings under our $350 million revolving credit facility.

     Trinity Industries Leasing Company’s (“TILC”) $375 million non-resource warehouse facility, established to finance railcars owned by TILC, had $178.2 million outstanding as of March 31, 2007.

Future Operating Requirements

     We expect to finance future operating requirements with cash flows from operations, and depending on market conditions, long-term and short-term debt and equity. Debt instruments that the Company has utilized include its revolving credit facility, the warehouse facility, senior notes, convertible subordinated notes, asset-backed securities, and sale/leaseback transactions. The Company has also issued equity at various times. The Company assesses the market conditions at the time of its financing needs and determines which of these instruments to utilize.

Derivative Instruments

     See Note 5 of the Consolidated Financial Statements for information about derivative instruments.

Contractual Obligation and Commercial Commitments

     As of March 31, 2007, other commercial commitments related to letters of credit decreased to $116.7 million from $118.9 million as of December 31, 2006. Refer to Note 8 in the consolidated 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 March 31, 2007.

Recent Accounting Pronouncements

     See Note 1 of the Consolidated Financial Statements for information about recent accounting pronouncements.

Forward-Looking Statements

     This quarterly report on Form 10-Q (or statement otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission (“SEC”), news releases, conferences, World Wide Web postings or otherwise) contains forward-looking statements within the meaning of the Private Securities

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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. Trinity uses the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. 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;

• development of the structural wind towers business;

• variations in weather in areas where our 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;

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

• 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, 2006. Refer to Note 5 in the consolidated financial statements for a discussion of the impact of hedging activity for the three months ended March 31, 2007. Refer to Note 8 in the consolidated financial statements for a discussion of debt related activity for the three months ended March 31, 2007.

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.

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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.

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PART II

Item 1. Legal Proceedings

     The information provided in Note 14 in the consolidated financial statements on page 13 is hereby incorporated into this Part II, Item 1 by reference.

Item 1A. Risk Factors

     There have been no material changes from the risk factors previously disclosed in Item 1A of our 2006 annual report on Form 10-K.

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

     The following table provides information with respect to purchases by the Company of shares of its Common Stock during the quarter ended March 31, 2007:

     Issuer Purchases of Equity Securities

	Number of		Average Price Paid
Period	Shares Purchased (1)		per Share (1)
January 1, 2007 through January 31, 2007		27,169	$	35.20
February 1, 2007 through February 28, 2007		—		—
March 1, 2007 through March 31, 2007		476	$	43.00
Total		27,645	$	35.33

(1) This column includes the following transactions during the three months ended March 31, 2007 (i) the deemed surrender to the Company of 476 shares of Common Stock to pay the exercise price in connection with the exercise of employee stock options and (ii) the surrender to the Company of 27,169 shares of Common Stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

Item 3. Defaults Upon Senior Securities

     None.

Item 4. Submission of Matters to a Vote of Security Holders.

     None.

Item 5. Other Information

     None.

Item 6. Exhibits

Exhibit Number	Description
3.2	By-Laws of Trinity Industries, Inc. as amended March 5, 2007 (filed herewith).
31.1	Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer (filed herewith).
31.2	Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer (filed herewith).
32.1	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

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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.	By /s/ WILLIAM A. MCWHIRTER II
Registrant
	William A. McWhirter II
	Senior Vice President and
	Chief Financial Officer
	May 3, 2007

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INDEX TO EXHIBITS

Exhibit Number	Description
3.2	By-Laws of Trinity Industries, Inc. as amended March 5, 2007 (filed herewith).
31.1	Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer (filed herewith).
31.2	Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer (filed herewith).
32.1	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

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EX-3.2

Exhibit 3.2

As Amended Effective March 5, 2007

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 stockholder, (ii) the class and number of shares of capital stock of the corporation which are beneficially owned by the

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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 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

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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 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.

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     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 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

5

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 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

6

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 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.

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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.

     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.

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     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 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.

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     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 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.

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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 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.

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     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 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.

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     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 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.

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     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 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.

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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 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,

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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 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

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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 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

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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 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.

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     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 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

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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 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

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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.

     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

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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.

     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.

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     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.

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.

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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-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 known 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 functions):

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 control over financial reporting.

Date: May 3, 2007

/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 known 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 functions):

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 control over financial reporting.

Date: May 3, 2007

/s/ William A McWhirter II

William A. McWhirter II
Senior 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 March 31, 2007 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, as of, and for, the periods presented in the Report.

/s/ Timothy R. Wallace

Timothy R. Wallace
Chairman, President and Chief Executive Officer
May 3, 2007

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.

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 March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William A. McWhirter II, Senior 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, as of, and for, the periods presented in the Report.

/s/ William A. McWhirter II

William A. McWhirter II
Senior Vice President and Chief Financial Officer
May 3, 2007

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.