SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                FORM 10-Q10-Q/A No. 1

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(Mark One)

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

For the quarterly period ended JuneSeptember 30, 19962001

                                       OR

[ ] 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 RegistrantCompany as specified in its charter)

Incorporated Under the Laws                                      75-0225040
 of the State of Delaware                                    -------------------
                                                              (I.R.S. Employer
                                                             Identification No.)

2525 Stemmons Freeway
   Dallas, Texas                                                 75207-2401
- ---------------------                                            ----------
(Address of Principal                                            (Zip Code)
 Executive Offices)

                                 Registrant's(214) 631-4420
                          ----------------------------
                          (Company's Telephone Number,
                              Including Area Code               (214) 631-4420Code)

Indicate by check mark whether the RegistrantCompany (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  X  No
                                                     41,657,082---    ---

                                   37,013,626
     (Number of shares of common stock outstanding as of JuneSeptember 30, 1996)


                                 Part II2001)



Trinity Industries, Inc. Form 10-Q for the period ended September 30, 2001 is
amended to include exhibit 3.2.1 Bylaws of the Company, as amended. Accordingly,
Item 6 - Exhibits and Reports on Form 8-K.8-K has been amended below. Exhibit
10.17.1 (First Amendment to Credit Agreement dated October 15, 2001) and Exhibit
10.17.2 (Term Credit Agreement dated October 15, 2001 among Trinity Industries,
Inc, as borrower, and The Chase Manhattan Bank, as lender and as administrative
agent, et,al.) were filed with the original Form 10-Q on November 14, 2001.

Item 6 - Exhibits and Reports on Form 8-K

     (a) Exhibits

         Exhibit
         Number         Description

         27       Financial Data Schedule3.2.1          Bylaws of the Company, as amended effective September
                        13, 2001

         10.17.1        First Amendment to Credit Agreement dated October 15,
                        2001. (previously filed)

         10.17.2        Term Credit Agreement dated October 15, 2001 among
                        Trinity Industries, Inc, as borrower, and The Chase
                        Manhattan Bank, as lender and as administrative agent,
                        et,al. (previously filed)

     (b) Form 8-K

         1. Form 8-K was filed on June 27, 1996August 1, 2001 that reported an
            Agreementthe Company's
            operating results for the first quarter of fiscal 2002.

         2. Form 8-K was filed on August 16, 2001 that reported the proposed
            merger between Trinity Industries and PlanThrall Car Manufacturing
            Company.

         3. Form 8-K was filed on September 18, 2001 to announce the change in
            fiscal year to December 31 from March 31 and next Annual Meeting of
            Merger by and among Transcisco
            Industries, Inc., the Registrant, and Trinity Y, Inc.,
            a wholly-owned subsidiary of the Registrant.Stockholder's.

                                       2


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the RegistrantCompany has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                       Trinity Industries, Inc.

                                       By: /s/ F. Dean Phelps
                                   F. Dean PhelpsJim S. Ivy .
                                           --------------------------------
                                          Jim S. Ivy
                                          Vice President October 25, 1996and
                                          Chief Financial Officer

November 21, 2001

                                       3



                                 EXHIBIT INDEX

EXHIBIT NUMBER DESCRIPTION - ------- ----------- 3.2.1 Bylaws of the Company, as amended effective September 13, 2001 10.17.1 First Amendment to Credit Agreement dated October 15, 2001. (previously filed) 10.17.2 Term Credit Agreement dated October 15, 2001 among Trinity Industries, Inc, as borrower, and The Chase Manhattan Bank, as lender and as administrative agent, et,al. (previously filed)