8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 28, 2007

Trinity Industries, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-6903	75-0225040
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

Trinity Industries, Inc. announced on June 28, 2007, that it had purchased 20% of the equity in a newly-formed TRIP Rail Holdings, LLC ("TRIP"), which will provide railcar leasing and management services in North America. TRIP’s remaining equity is held by five private investors not related to Trinity or its subsidiaries. As part of the agreement, a wholly-owned subsidiary of TRIP plans to purchase approximately $1.4 billion in railcars from railcar manufacturing subsidiaries of Trinity Industries, Inc. and Trinity Industries Leasing Company ("TILC") during the next 24 months. TILC will manage and service the railcars for the new entity. A copy of the press release is furnished as exhibit 99.1.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor sha ll it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits
99.1 Press release dated June 28, 2007 announcing a railcar leasing transaction.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Trinity Industries, Inc.
July 2, 2007	By:	William A. McWhirter II
		Name: William A. McWhirter II
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release dated June 28, 2007 announcing a railcar leasing transaction.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Investor Contact:
James Perry, Vice President and Treasurer
Trinity Industries, Inc.
214/589-8412

FOR IMMEDIATE RELEASE

Trinity Industries, Inc. Announces Railcar Leasing Transaction

DALLAS – June 28, 2007 – Trinity Industries, Inc. (NYSE:TRN) announced today it has purchased 20% of the equity in newly-formed TRIP Rail Holdings LLC (“TRIP”), which will provide railcar leasing and management services in North America. TRIP’s remaining equity is held by five private investors not related to Trinity or its subsidiaries. The entity is the first of its kind in the railcar leasing industry.

As part of the agreement, a wholly-owned subsidiary of TRIP plans to purchase approximately $1.4 billion in railcars from Trinity Industries, Inc. and Trinity Industries Leasing Company (“TILC”) during the next 24 months. TILC will manage and service the railcars for the new entity.

“By forming this new company, we are able to shift a significant portion of Trinity’s railcar backlog that had been dedicated to our internal lease fleet to third-party sales transactions,” said Timothy R. Wallace, Trinity’s Chairman, President and CEO. “By doing so, we can continue growing our leasing operations while simultaneously improving the Company’s overall cash flow. We are excited to have identified investors who share our vision of growth and profitability in the railcar industry.”

The Company will provide further details on this transaction during its Second Quarter Results conference call.

Trinity Industries, Inc., headquartered in Dallas, Texas, is a holding company that owns a variety of market-leading businesses which provide products and services to the industrial, energy, transportation, and construction sectors. Trinity reports its financial results in five principal business segments: the Rail Group, the Railcar Leasing and Management Services Group, the Inland Barge Group, the Construction Products Group and the Energy Equipment Group. For more information, visit: www.trin.net.

Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity’s estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements. Trinity uses the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the most recent fiscal year.

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