EXHIBIT 10.11.2

                             AMENDMENT NO. 3 TO THE
                            TRINITY INDUSTRIES, INC.
                         DEFERRED PLAN FOR DIRECTOR FEES

         Pursuant to the provisions of Article VII thereof, the Trinity
Industries, Inc. Deferred Plan for Director Fees (the "Plan") is hereby amended
effective as of April 1, 2003 in the following respect only:

         FIRST: The second paragraph of Article II of the Plan is amended by
restatement in its entirety to read as follows:

         In lieu of having the Account credited with an interest equivalent as
provided in the preceding paragraph, a Director may elect to have the deferred
portion of his or her Annual Fee treated as if invested in units of Common Stock
of the Company ("Stock Units"). Stock Units will be deemed to be acquired on the
first day of each quarter for the deferred portion of the Annual Fee credited to
the Account in the prior quarter. Dividend equivalents in the form of additional
Stock Units will be credited to the Account as of the date of payment of cash
dividends on the Company's Common Stock. A Stock Unit shall be deemed to be
equal in value to a share of Common Stock of the Company at the closing price of
the Company's Common Stock on the New York Stock Exchange on the first date of
particular determination, or if the date of determination is not a trading day
on the New York Stock Exchange, on the next succeeding trading day. In case of a
split or other subdivision of the Company's Common Stock, Stock Units will be
similarly deemed to be split or subdivided. At each Adjustment Date, a
Participant's Account that has been credited with Stock Units shall be valued on
the basis of shares of the Company's Common Stock at that date, taking into
account any increase or decrease in the market value of the Company's Common
Stock.

         IN WITNESS WHEREOF, this Amendment has been executed this 1st day of
April, 2003.

                                           TRINITY INDUSTRIES, INC.



                                           By /s/ M.G. Fortado
                                              ----------------------
                                              Title:  Vice President