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): September 10, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Election of New Director

On September 10, 2007, the Board of Directors of Trinity Industries, Inc. (the "Company") elected Leldon Echols as an independent member of the Company’s Board of Directors, effective immediately. Mr. Echols has also been appointed to the Audit Committee of the Board of Directors effective immediately. Mr. Echols will receive the Company’s standard non-employee director compensation as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 5, 2007. Mr. Echols was awarded 2,527 restricted stock units that convert to common stock upon retirement from the Board and vest immediately prior to the 2008 Annual Meeting. Mr. Echols has no arrangement or understanding with any person regarding his selection as a director of the Company. Mr. Echols does not have any related person transactions with the Company reportable under Item 404(a) of Regulation S-K. The September 10, 2007 press release regarding the ele ction of Mr. Echols is being filed with the Current Report on Form 8-K as Exhibit 99.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On September 10, 2007, the Board of Directors of the Company amended Section 1 of the Article III of the Bylaws of Trinity Industries, Inc. to increase the number of directors from nine (9) to ten (10).

Item 9.01 Financial Statements and Exhibits.

The following are filed as exhibits to this Report

99.1 Press release by the Company dated September 10, 2007 announcing the election of Leldon Echols as a director of the Company.

99.2 Amendment to the Company’s Bylaws dated September 10, 2007, increasing the number of directors from nine (9) to ten (10).

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.
September 13, 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 by the Company dated September 10, 2007 announcing the election of Leldon Echols as a director of the Company.
99.2	Amendment to the Company’s Bylaws dated September 10, 2007, increasing the number of directors from nine (9) to ten (10).

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. Names New Director

DALLAS – September 10, 2007 – Trinity Industries, Inc. (NYSE:TRN) today announced the election of Leldon E. Echols to its Board of Directors and Audit Committee, effective immediately. The Board’s action expands Trinity’s Board of Directors from nine to 10 members.

“Leldon Echols is a great addition to our board,” said Timothy R. Wallace, Trinity’s Chairman, President and Chief Executive Officer. “His extensive financial and regulatory reporting expertise will be a tremendous asset as Trinity continues to diversify and grow.”

Mr. Echols brings more than 25 years of public and private accounting experience to Trinity. He served as Executive Vice President and Chief Financial Officer of Centex Corporation from 2000 until 2006 when he retired. At Centex, he was responsible for financial and regulatory reporting, capital and treasury management, taxes, investor relations, internal audit, and corporate administration.  Prior to joining Centex, he spent 22 years with Arthur Andersen LLP. From 1997-2000, he worked as the Managing Partner of the audit and business advisory practice of Arthur Andersen LLP for North Texas, Colorado, and Oklahoma. Mr. Echols is a certified public accountant and a member of the American Institute of Certified Public Accountants and the Texas Society of CPAs.

Mr. Echols serves on the Board of Directors of TXU Corp., where he is chairman of the Board’s Audit Committee. He is also a member of the Board of Directors of Dallas-based Roofing Supply Group Holdings, Inc.

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.

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Exhibit 99.2

Amendment to the Company’s Bylaws dated September 10, 2007

The first sentence of Article III, Section 1 of the Company’s Bylaws was amended September 10, 2007 to read as follows:

“The number of directors of the corporation shall be ten (10).”