EXHIBIT 10.2

                            TRINITY INDUSTRIES, INC.
                          SUPPLEMENTAL RETIREMENT PLAN
                                 AMENDMENT NO. 3

      Pursuant to the provisions of Section 6.1 thereof, the Trinity Industries,
Inc. Supplemental Retirement Plan, as amended from time to time, (the "Plan"),
is hereby further amended, effective as of April 1, 1999, as set forth below:

      FIRST: Section 2.12 of the Plan is hereby amended by restatement in its
entirety to read as follows:

      2.12  Participant shall mean an Employee who meets the Eligibility
            Requirements as determined by the Plan Committee; provided, however,
            that effective on and after the date of a Change in Control, the
            term "Participant" shall be limited to those individuals who satisfy
            the Eligibility Requirements and who were Participants in this Plan
            as of the date immediately prior to the date of such Change in
            Control.

      SECOND: Section 4.6 of the Plan is hereby amended by restatement in its
entirety to read as follows:

      4.6   Except as provided in Section 4.3 hereof, the benefits payable under
            this Plan to a Participant who is eligible to receive benefits from
            his Base Plan shall be made in the form of a single life annuity for
            the life of the Participant with a ten-year period certain and shall
            commence at age 65. In calculating the amount of a Participant's
            benefit payments hereunder, the Participant's benefit shall be
            calculated pursuant to Section 4.4 of this Plan assuming that the
            Base Plan benefit is to commence at the same time that benefit
            payments are to commence hereunder and will be made in the form of a
            single life annuity for the life of the Participant with a ten-year
            period certain (without regard to when the Participant has elected
            to have such Base Plan benefit commence and without regard to the
            form of the benefit selected under the Base Plan). Notwithstanding
            the preceding provisions of this Section, a Participant may elect a
            form of benefit payment under this Plan other than the form
            described above from among those optional forms of benefit payments
            available under the Base Plan at the time of the election, and/or
            may elect to begin the commencement of benefit payments on an
            earlier date than at age 65, with the payment amount to be adjusted
            for a different form of benefit or commencement date using the
            actuarial assumptions provided in the Base Plan; provided, however,
            that such an election with respect to an alternative form of benefit
            payments and/or earlier commencement of benefit payments may be made
            by a Participant only once during any calendar year, and the
            election will be effective only if the election is made more than 12
            months prior to the earlier of (i) the date benefit payments would
            commence under this Plan



            without regard to the election or (ii) the date benefit payments
            would commence under this Plan pursuant to the election.

            The preceding provisions of this Section 4.6 to the contrary
            notwithstanding, any Participant (or beneficiary of a deceased
            Participant) who has commenced receiving benefit payments under this
            Plan and who has more than one benefit payment remaining to be paid
            may elect in writing on a form acceptable to the Company to waive
            his right to continue receiving benefit payments hereunder and in
            lieu thereof to receive one lump sum payment in an amount equal to
            90% of the present value of the benefit payments remaining to be
            paid at the time of such lump sum payment. The present value shall
            be determined using the actuarial assumptions that would be used for
            calculating lump sum distributions under the Base Plan, and the
            payment will be made in cash to the Participant (or beneficiary of a
            deceased Participant) no later than 15 days following receipt of his
            election by the Company. In the event that a Participant (or
            beneficiary of a deceased Participant) receives a lump sum payment
            in accordance with this provision, no further benefits will be owed
            to or on account of such Participant under this Plan and the
            remaining 10% of the present value of the monthly payments shall be
            forfeited.

      IN WITNESS WHEREOF, the Company has caused this Amendment to be executed
by a duly authorized officer of the Company on this ___ day of _______________,
1999.

                                          TRINITY INDUSTRIES, INC.

                                          By___________________________
                                            Title:

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