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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-K
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(Mark One)

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

For the fiscal year ended March 31, 1999

[ ] 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 registrant as specified in its charter)

DELAWARE 75-0225040
(State of Incorporation) (I.R.S. Employer 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

Securities Registered Pursuant to Section 12(b) of the Act

Name of each exchange
Title of each class on which registered
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COMMON STOCK, $1.00 PAR VALUE NEW YORK STOCK EXCHANGE, INC.

Securities Registered Pursuant to Section 12(g) of the Act:

NONE

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INDICATE BY CHECK MARK WHETHER THE REGISTRANT (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 [ ]

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS
PURSUANT TO ITEM 405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE
CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR
INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K
OR ANY AMENDMENT TO THIS FORM 10-K. [X]

The aggregate market value of voting stock held by nonaffiliates of the
Registrant is $1,234,741,474 as of May 28, 1999.

40,551,785

(Number of Shares of common stock outstanding as of May 28, 1999)
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(Continued on reverse side)

(Continued from cover page)

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's 1999 Annual Report to Stockholders for the
fiscal year ended March 31, 1999 are incorporated by reference into Parts I and
II hereof and portions of the Registrant's definitive Proxy Statement dated June
18, 1999 for the 1999 Annual Meeting of Stockholders to be held July 21, 1999
are incorporated by reference into Part III hereof.

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PART I

ITEM 1. BUSINESS

GENERAL DEVELOPMENT OF BUSINESS. Trinity Industries, Inc. (the
"Registrant" or "Trinity") was originally incorporated under the laws of the
State of Texas in 1933. On March 27, 1987, Trinity became a Delaware corporation
by merger into a wholly-owned subsidiary of the same name.

NARRATIVE DESCRIPTION OF BUSINESS AND FINANCIAL INFORMATION ABOUT
INDUSTRY SEGMENTS. The Registrant is engaged in the manufacture, marketing, and
leasing of a wide variety of products consisting of the following five business
segments or groups:

RAILCAR GROUP. The Registrant manufactures railroad freight cars,
principally pressure and non-pressure tank cars, hopper cars, box cars,
intermodal cars and gondola cars used for transporting a wide variety of
liquids, gases and dry cargo. The Registrant is also engaged in railcar
maintenance, management, and/or leasing to various industries.

Tank cars transport products such as liquefied petroleum gas, liquid
fertilizer, sulfur, sulfuric acids and corn syrup. Covered hopper cars carry
cargo such as grain, dry fertilizer, plastic pellets and cement. Open-top
hoppers haul coal, and top-loading gondola cars transport a variety of heavy
bulk commodities such as scrap metals, finished flat steel products, machinery
and lumber. Intermodal cars transport various products which have been loaded in
containers to minimize shipping costs.

The Registrant holds patents of varying duration for use in its
manufacture of railcar and component products. The Registrant cannot quantify
the importance of such patents, but patents are believed to offer a marketing
advantage in certain circumstances. No material revenues are received from
licensing of these patents.

A number of well established companies are presently engaged in the
manufacture of railcars on a large scale. The Registrant strives to be
competitive through improvements in the efficiency of the manufacturing process
and its creative designs to benefit customers.

A wholly-owned leasing subsidiary, Trinity Industries Leasing Company
("TILC"), incorporated in 1979, is engaged in leasing specialized types of
railcars to industrial companies in the petroleum, chemical, grain, food
processing, fertilizer and other industries which supply cars to the railroads.
At March 31, 1999, TILC had 10,887 railcars under lease and/or management
agreement.

Substantially all equipment leased by TILC was purchased from the
Registrant at prices comparable to the prices for equipment sold by the
Registrant to third parties. As of March 31, 1999, TILC had equipment on lease
or available for lease purchased from the Registrant at a cost of $456.4
million. Generally, TILC purchases the equipment to be leased only after a
lessee has committed to lease such equipment.

The volume of equipment purchased and leased by TILC depends upon a
number of factors, including the demand for equipment manufactured by the
Registrant, the cost and availability of funds to finance the purchase of
equipment, the Registrant's decision to solicit orders for the purchase or lease
of equipment and factors which may affect the decision of the Registrant's
customers as to whether to purchase or lease equipment.

A number of well established companies actively compete with TILC in
the business of owning and leasing railcars, as well as banks, investment
partnerships and other financial and commercial institutions.

INDUSTRIAL GROUP. The Registrant is engaged in manufacturing metal
containers for the storage and transportation of liquefied petroleum ("LP") gas
and anhydrous ammonia fertilizer. Pressure LP gas containers are utilized at
industrial plants, utilities, small businesses, and in suburban and rural areas
for residential heating and cooking needs. Fertilizer containers are
manufactured for highway and rail transport, bulk storage, farm storage, and the
application and distribution of anhydrous ammonia. The Registrant also makes
heat transfer equipment for the chemical, petroleum, and petrochemical
industries and a complete line of custom vessels, standard steam jacketed
kettles, mix cookers, and custom-fabricated cooking vessels for the food, meat,
dairy, pharmaceutical, cosmetic, and chemical industries.

The Registrant also manufactures butt weld type fittings, flanges, and
pressure and non-pressure container heads that are made from ferrous and
non-ferrous metals and their alloys. The weld fittings include caps, elbows,
return bends, concentric and eccentric reducers, full and reducing outlet tees,
and a full line of pipe flanges, all of which are pressure rated. The Registrant
manufactures and stocks, in standard, extra-heavy, and double-extra-heavy
weights and in various diameters, weld caps, tees, reducers, elbows, return
bends, flanges, and also manufactures to customer specifications. The basic raw
materials for weld fittings and flanges are carbon steel, stainless steel,
aluminum, chrome-moly, and other metal tubing or seamless pipe and forgings. The
Registrant sells its weld fittings and flanges to distributors and to other
manufacturers of weld fittings.

Container heads manufactured by the Registrant are pressed metal
components used in the further manufacture of a finished product. In addition,
the Registrant sells container heads to other manufacturers. Container heads are
manufactured in various shapes and may be pressure rated or non-pressure,
depending on the intended use in further manufacture. Other pressed shapes are
also hot- or cold-formed to customer requirements.

The demand for LP gas containers is seasonal and mild winters for the
past three years reduced demand for LP gas containers in the United States.
Competitors range from large to small local companies. Competition from Asian
imports for fittings and flanges has been intense and has resulted in sharply
reduced prices for these products.

HIGHWAY CONSTRUCTION PRODUCTS GROUP. The highway construction products
manufactured by the Registrant include highway guardrail and highway safety
devices and related barrier products, and beams and girders. These products are
used in the highway construction industries. Generally, customers for highway
guardrail and highway safety devices are highway departments or subcontractors
on highway projects. Sales of beams and girders are to general contractors and
subcontractors on highway construction projects.

The Registrant holds patents and is a licensee for certain of its
guardrail and end-treatment products that enhance its worldwide competitive
position for these products. The Registrant is the largest producer of these
products in North America, with products in use in all 50 states, as well as
Canada, Mexico, the Caribbean and Europe.

INLAND BARGE GROUP. The Registrant produces river hopper barges, inland
tank barges and fiberglass barge covers. River hopper barges are used to carry
coal, grain and other commodities by various barge transport companies. Tank
barges are used to transport liquid products. The Registrant is North America's
leading producer of inland barges and one of the largest producers of fiberglass
barge covers. The inland barge business is made up of a few major manufacturers.
The Registrant strives to compete through efficiency in operations and quality
of product.

CONCRETE, AGGREGATE & ALL OTHER GROUP. The Registrant is engaged in the
production and manufacturing of ready-mix concrete and aggregates primarily in
Texas and Louisiana. Ready-mix concrete and aggregates are used in the building
and foundation industry, and customers include primarily owners, contractors,
and sub-contractors. The concrete and aggregate business is extremely
competitive depending upon the geographical area. The Registrant strives to
compete through service and efficiency of operations.

Various financial information concerning the Registrant's segments for each of
the last three fiscal years is included in the Registrant's 1999 Annual Report
to Stockholders beginning on page 27 under the heading "Segment Information",
and such section is incorporated herein by reference.

MARKETING, RAW MATERIALS AND EMPLOYEES. As of March 31, 1999, the
Registrant operated in the continental United States, Mexico, and Brazil. The
Registrant sells substantially all of its products through its own salesmen
operating from offices in the following states and foreign countries: Alabama,
Illinois, Kentucky, Louisiana, Michigan, North Carolina, Ohio, Pennsylvania,
Texas, Utah, Brazil and Mexico. Independent sales representatives are also used
to a limited extent. The Registrant primarily markets its transportation and
industrial products throughout the United States. Except in the case of weld
fittings, guardrail, and standard size LP gas containers, the Registrant's
products are ordinarily fabricated to the customer's specifications pursuant to
a purchase order.

The principal materials used by the Registrant are steel plate,
structural steel shapes, steel forgings, aluminum and cement and aggregate
material for ready-mix concrete. There are numerous domestic and foreign sources
of such steel and most other materials used by the Registrant.

The Registrant currently has approximately 17,450 employees, of which
approximately 14,000 are production employees and 3,450 are administrative,
sales, supervisory, and office employees.

RECENT DEVELOPMENTS. Information concerning the Registrant's business
acquisitions are included in the Registrant's 1999 Annual Report to Stockholders
under the heading "Acquisitions and Divestiture," beginning on page 29, and such
section is incorporated herein by reference.

ENVIRONMENTAL MATTERS. The Registrant is subject to comprehensive and
frequently changing federal, state and local environmental laws and regulations,
including those governing emissions of air pollutants, discharges of wastewater
and storm waters, and the disposal of nonhazardous and hazardous waste. The
Registrant anticipates that it may incur costs in the future to comply with
currently existing laws and regulations and any new statutory requirements. Such
costs are not expected to be material to the Registrant.

OTHER MATTERS. To date, the Registrant has not suffered any material
shortages with respect to obtaining sufficient energy supplies to operate its
various plant facilities or its

transportation vehicles. Future limitations on the availability or consumption
of petroleum products (particularly natural gas for plant operations and diesel
fuel for vehicles) could have an adverse effect upon the Registrant's ability to
conduct its business. The likelihood of such an occurrence or its duration, and
its ultimate effect on the Registrant's operations, cannot be reasonably
predicted at this time.

ITEM 2. PROPERTIES.

The Registrant principally operates in various locations throughout the
United States with other facilities in Mexico and Brazil, all of which are
considered to be in good condition, well maintained, and adequate for its
purposes.

Approximate
Square Feet Productive
-------------------------- Capacity
Owned Leased Utilized
------------ ------------ ------------

Railcar Group 6,162,000 434,000 90%
Industrial Group 1,683,000 317,000 50%
Highway Construction Products Group 1,573,000 10,000 75%
Inland Barge Group 765,000 45,000 70%
Concrete, Aggregate, & All Other 224,000 -- 85%
Executive Offices 173,000 -- N/A
---------- -------
10,580,000 806,000

ITEM 3. LEGAL PROCEEDINGS.

The Registrant is involved in various claims and lawsuits incidental to
its business. In the opinion of management, these claims and suits in the
aggregate will not have a material adverse effect on the Registrant's
consolidated financial statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.

Market for the Registrant's common stock and related stockholder
matters are incorporated herein by reference from the information contained on
page 1 under the heading "Company Profile" and on page 36 under the heading
"Common Stock Closing Price Range" of the Registrant's 1999 Annual Report to
Stockholders.

ITEM 6. SELECTED FINANCIAL DATA.

Selected financial data is incorporated herein by reference from the
information contained on page 18 under the heading "Selected Financial Data" of
the Registrant's 1999 Annual Report to Stockholders.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Management's discussion and analysis of financial condition and results
of operations is incorporated herein by reference from the Registrant's 1999
Annual Report to Stockholders, pages 18 through 22.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Quantitative and qualitative disclosures about market risk is
incorporated herein by reference from the information contained on page 21 under
the heading "Market Risk" of the Registrant's 1999 Annual Report to
Stockholders.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Financial statements of the Registrant at March 31, 1999 and 1998 and
for each of the three years in the period ended March 31, 1999 and the auditor's
report thereon, and the Registrant's unaudited quarterly financial data for the
two year period ended March 31, 1999, are incorporated herein by reference from
the Registrant's 1999 Annual Report to Stockholders, pages 23 through 36.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

DIRECTORS OF THE REGISTRANT.

Information concerning the directors of the Registrant is incorporated
herein by reference from the Registrant's proxy statement dated June 18, 1999
for the 1999 Annual Meeting of Stockholders, beginning on page 4, under the
heading "Nominees".

EXECUTIVE OFFICERS OF THE REGISTRANT.*

The following table sets forth the names and ages of all executive
officers of the Registrant, all positions and offices with the Registrant
presently held by them, the year each person first became an officer and the
term of each person's office:

Officer Term
Name(1) Age Office Since Expires
- ------- --- ------------------------- ------- ----------

Timothy R. Wallace 45 Chairman & Chief 1993 July 1999
Executive Officer

John L. Adams 54 Executive Vice President 1999 July 1999

Mark W. Stiles 50 Senior Vice President 1993 July 1999

Jim S. Ivy 55 Vice President &
Chief Financial Officer 1998 July 1999

Michael G. Fortado 55 Vice President, General
Counsel, & Secretary 1997 July 1999

Jack L. Cunningham, Jr. 54 Vice President 1982 July 1999

John M. Lee 38 Vice President 1994 July 1999

Michael J. Lintner 56 Vice President 1999 July 1999

R. A. Martin 64 Vice President 1974 July 1999

Joseph F. Piriano 62 Vice President 1992 July 1999

Linda S. Sickels 48 Vice President 1995 July 1999

Neil O. Shoop 55 Treasurer 1985 July 1999

John E. Rutzler III 58 Controller 1999 July 1999

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* This data is furnished as additional information pursuant to instructions to
Item 401 to Regulation S-K and in lieu of inclusion in the Registrant's Proxy
Statement.

(1) Mr. Adams joined the Registrant in 1999. Prior to this year, Mr. Adams
served as chief executive officer for a national financial institution.
Mr. Ivy joined the Registrant in 1998. Prior to that, Mr. Ivy was a senior
audit partner for a national public accounting firm. Mr. Fortado joined
the Registrant in 1997. Prior to that, Mr. Fortado served one year as
senior vice president, general counsel, and corporate secretary for an oil
and gas exploration company and prior to that as vice president, corporate
secretary, and assistant general counsel for an integrated energy company.
Mr. Lintner joined the Registrant in 1999. Prior to this year, Mr. Lintner
held executive officer positions with administrative outsourcing and
professional staffing businesses. Mr. Rutzler joined the Registrant in
1999. Prior to this year, Mr. Rutzler was vice president-controller for a
plumbing products company. All of the other above-mentioned executive
officers have been in the full-time employ of the Registrant or its
subsidiaries for more than five years. Although the titles of certain such
officers have changed during the past five years, all have performed
essentially the same duties during such period of time except for Timothy
R. Wallace and Mark W. Stiles. Mr. Wallace became Chairman and Chief
Executive Officer on December 31, 1998. He was previously the President
and Chief Operating Officer. In addition to Group President, Mr.
Stiles became Senior Vice President on June 10, 1999.

ITEM 11. EXECUTIVE COMPENSATION.

Information on executive compensation is incorporated herein by
reference from the Registrant's proxy statement dated June 18, 1999 for the 1999
Annual Meeting of Stockholders beginning on page 7 under the heading "Executive
Compensation and Other Matters".

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Information concerning security ownership of certain beneficial owners
and management is incorporated herein by reference from the Registrant's proxy
statement dated June 18, 1999 for the 1999 Annual Meeting of Stockholders, page
2, under the heading "Voting Securities and Stockholders".

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. None.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a) 1&2. Financial statements and financial statement
schedules.
The financial statements and schedules listed in
the accompanying indices to financial statements
and financial statement schedules are filed as
part of this Annual Report Form 10-K.

3. Exhibits.
The exhibits listed in the Index to Exhibits to
this report are incorporated herein by
reference. Management contracts and compensatory
plan arrangements are indicated by a double
asterisk ("**") in the Index to Exhibits.

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(b) Reports on Form 8-K

Form 8-K was filed on March 31, 1999 that reported
the adoption by the Registrant of a Rights
Agreement replacing an existing agreement.

Trinity Industries, Inc.
Index to Financial Statements
and Financial Statement Schedules
(Item 14(a))

REFERENCE
-----------------------------
1999 Annual
Form Report to
10-K Stockholders
(Page) (Page)
----------- --------------

Consolidated balance sheet at
March 31, 1999 and 1998 .............................. -- 24
For each of the three years in the
period ended March 31, 1999:
Consolidated income statement ...................... -- 23
Consolidated statement of cash flows ............... -- 25
Consolidated statement of
stockholders' equity ............................. -- 26
Notes to consolidated financial
statements ....................................... -- 27

Supplemental information:
Selected quarterly financial data ................... -- 36

Consolidated financial statement schedule
for each of the three years in the
period ended March 31, 1999:
II - Allowance for doubtful accounts ............ 9 --

All other schedules have been omitted since the required information is
not present or is not present in amounts sufficient to require submission of the
schedules, or because the information required is included in the consolidated
financial statements, including the notes thereto.

The consolidated financial statements and supplemental information
listed in the above index which are included in the 1999 Annual Report to
Stockholders are incorporated by reference.

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SCHEDULE II

Trinity Industries, Inc.
Allowance for Doubtful Accounts
Years Ended March 31, 1999, 1998 and 1997
(in millions)

Additions
Balance at charged to Accounts Balance
beginning costs and charged at end
of year expenses off of year
--------------- --------------- --------------- ---------------

Year Ended March 31, 1999 $ 1.7 $ 0.7 $ 0.5 $ 1.9
=============== =============== =============== ===============

Year Ended March 31, 1998 $ 1.0 $ 0.9 $ 0.2 $ 1.7
=============== =============== =============== ===============

Year Ended March 31, 1997 $ 1.1 $ 1.4 $ 1.5 $ 1.0
=============== =============== =============== ===============

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SIGNATURES

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

Trinity Industries, Inc. By /s/ Michael G. Fortado
- ------------------------ -------------------------------
Registrant Michael G. Fortado
Vice President,
General Counsel, and
Secretary
June 25, 1999

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons of the Registrant and in the
capacities and on the dates indicated:

Directors: Directors (continued)

/s/ David W. Biegler /s/ Diana Natalicio
- ---------------------------- ------------------------------
David W. Biegler Diana Natalicio
Director Director
June 25, 1999 June 25, 1999

/s/ Barry J. Galt /s/ W. Ray Wallace
- ---------------------------- ------------------------------
Barry J. Galt W. Ray Wallace
Director Director
June 25, 1999 June 25, 1999

/s/ Clifford J. Grum
- ----------------------------
Clifford J. Grum Principal Executive Officer:
Director
June 25, 1999 /s/ Timothy R. Wallace
----------------------
Timothy R. Wallace
/s/ Dean P. Guerin Chairman
- ---------------------------- June 25, 1999
Dean P. Guerin
Director
June 25, 1999
Principal Financial Officer:

/s/ Jess T. Hay /s/ Jim S. Ivy
- ---------------------------- ------------------------------
Jess T. Hay Jim S. Ivy
Director Vice President
June 25, 1999 June 25, 1999

Principal Accounting Officer:

/s/ John M. Lee
- ---------------------------- ------------------------------
Edmund M. Hoffman John M. Lee
Director Vice President
June 25, 1999 June 25, 1999

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Trinity Industries, Inc.
Index to Exhibits
(Item 14(a))

NO. DESCRIPTION
- ----- ------------------------------------------------------------------------

(3.1) Certificate of Incorporation of Registrant (incorporated by reference to
Exhibit 3.A to Registration Statement No. 33-10937 filed April 8, 1987). *

(3.2) By-Laws of Registrant

(4.1) Specimen Common Stock Certificate of Registrant

(4.2) Rights Agreement dated March 31, 1999 (incorporated by reference to
Form 8-K filed March 31, 1999). *

(10.1) Fixed Charges Coverage Agreement dated as of January 15, 1980, between
Registrant and Trinity Industries Leasing Company (incorporated by
reference to Exhibit 10.1 to Registration Statement No. 2-70378 filed
January 29, 1981). *

(10.2) Tax Allocation Agreement dated as of January 22, 1980 between Registrant
and its subsidiaries (including Trinity Industries Leasing Company)
(incorporated by reference to Exhibit 10.2 to Registration Statement
No. 2-70378 filed January 29, 1981). *

(10.3) Form of Executive Severance Agreement, as amended, entered into between
the Registrant and executive officers of the Registrant. **

(10.4) Trinity Industries, Inc., Stock Option Plan With Stock Appreciation Rights
(incorporated by reference to Registration Statement No. 2-64813 filed
July 5, 1979, as amended by Post-Effective Amendment No. 1 dated July 1, 1980,
Post-Effective Amendment No.2 dated August 31, 1984, and Post-Effective
Amendment No. 3 dated July 13, 1990). ** *

(10.5) Directors' Retirement Plan adopted December 11, 1986, as amended by
Amendment No. 1 dated September 10, 1998. **

(10.6) 1989 Stock Option Plan with Stock Appreciation Rights (incorporated by
reference to Registration Statement No. 33-35514 filed June 20, 1990). ** *

(10.7) Supplemental Retirement Benefit Plan for W. Ray Wallace, effective
July 18, 1990, as amended by Amendment No. 1 dated September 14,
1995, Amendment No. 2 dated May 6, 1997, and Amendment No. 3
dated September 10, 1998. **

(10.8) 1993 Stock Option and Incentive Plan (incorporated by reference to
Registration Statement No. 33-73026 filed December 15, 1993) ** *

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Trinity Industries, Inc.
Index to Exhibits -- (Continued)
(Item 14(a))

NO. DESCRIPTION
- ----- ------------------------------------------------------------------------

(10.9) Supplemental Profit Sharing Plan for Employees of Trinity Industries Inc.
and Certain Affiliates dated July 1, 1990, as amended by Amendment
No. 1 dated August 9, 1991, Amendment No. 2 dated May 18, 1992,
Amendment No. 3 dated December 6, 1994, Amendment No. 4 dated
January 13, 1997, Amendment No. 5 dated May 6, 1997, Amendment
No. 6 dated April 1, 1999, and Amendment No. 7 dated April 1, 1999. **

(10.10) Supplemental Profit Sharing and Deferred Director Fee Trust dated
March 31, 1999. **

(10.11) Supplemental Retirement Plan dated April 1, 1995, as amended by
Amendment No. 1 dated September 14, 1995 and Amendment No. 2
dated May 6, 1997. **

(10.12) Deferred Plan for Director Fees dated July 17, 1996, as amended by
Amendment No. 1 dated September 10, 1998. **

(10.13) Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated
by reference to Registration Statement No. 333-77735 filed May 4, 1999). ** *

(10.14) Form of Deferred Compensation Plan and Agreement entered into between
Trinity Industries, Inc. and certain officers of the Registrant. **

(13) Annual Report to Stockholders. With the exception of the information
incorporated by reference into Items 1, 3, 5, 6, 7 and 8 of Form 10-K,
the 1999 Annual Report to Stockholders is not deemed a part of this
report.

(21) Listing of subsidiaries of the Registrant.

(23) Consent of Independent Auditors.

(27) Financial Data Schedules for the fiscal year ended March 31, 1999.

(99.1) Annual Report on Form 11-K for employee stock purchase, savings and
similar plans filed pursuant to Rule 15d-21.

* Incorporated herein by reference from previous filings with the Securities
and Exchange Commission.

** Management contracts and compensatory plan arrangements.

NOTICE: Exhibits 10.3, 10.5, 10.7, 10.9, 10.10, 10.11, 10.12, 10.14, 13, 27, and
99.1 have been omitted from the reproduction of this Form 10-K. A copy of the
Exhibits will be furnished upon written request to Michael E. Conley, Director
of Investor Relations, Trinity Industries, Inc., P.O. Box 568887, Dallas, Texas
75356-8887. The Registrant may impose a reasonable fee for its expenses in
connection with providing the above-referenced Exhibits.