Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
WALLACE TIMOTHY R
  2. Issuer Name and Ticker or Trading Symbol
TRINITY INDUSTRIES INC [NYSE/TRN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President & CEO
(Last)
(First)
(Middle)
2525 STEMMONS FREEWAY
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2006
(Street)

DALLAS, TX 75207
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               1,765 I 401(k) Plan
Common Stock               57,688 (3) I by 2525 Investment, LP a Limited Partnership
Common Stock 08/14/2006   M   38,543 A $ 16.74 175,137 (4) I by GTW LP, a Limited Partnership
Common Stock 08/14/2006   S   38,543 D $ 33.93 136,594 I by GTW LP, a Limited Partnership
Common Stock 08/14/2006   M   8,823 A $ 11.3333 897,226 (5) D  
Common Stock 08/14/2006   M   46,347 A $ 11.3333 943,573 D  
Common Stock 08/14/2006   M   20,551 A $ 18.94 964,124 D  
Common Stock 08/14/2006   M   8,850 A $ 17.94 972,974 D  
Common Stock 08/14/2006   F   39,345 D $ 33.53 933,629 D  
Common Stock 08/14/2006   S   20,000 D $ 34.29 913,629 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 16.74 (6) 08/14/2006   M     38,543   (1) 03/21/2007 Common Stock 38,543 (6) $ 0 0 I by GTW LP, a Limited Partnership
Stock Options (right to buy) $ 35.3333 (7)               (2) 03/12/2008 Common Stock 30,000 (7)   30,000 I by GTW LP, a Limited Partnership
Stock Option (right to buy) $ 35.3333 (7)               (2) 03/12/2008 Common Stock 30,000 (7)   30,000 D  
Stock Option (right to buy) $ 26.2083 (8)               (2) 12/07/2008 Common Stock 22,500 (8)   22,500 I by GTW LP, a Limited Partnership
Stock Option (right to buy) $ 26.2083 (9)               (2) 12/07/2008 Common Stock 57,750 (9)   57,750 D  
Stock Option (right to buy) $ 11.3333 (10) 08/14/2006   M     55,170   (1) 05/29/2013 Common Stock 165,510 (10) $ 0 110,340 D  
Stock Option (right to buy) $ 18.94 (11) 08/14/2006   M     20,551   (1) 05/10/2014 Common Stock 82,201 (11) $ 0 61,650 D  
Stock Option (right to buy) $ 17.94 (12) 08/14/2006   M     8,850   (2) 10/29/2009 Common Stock 44,250 (12) $ 0 35,400 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WALLACE TIMOTHY R
2525 STEMMONS FREEWAY
DALLAS, TX 75207
  X     Chairman, President & CEO  

Signatures

 Michael G. Fortado For: Timothy R. Wallace   08/15/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Option Term is Ten Years. Options vest over 5 years at twenty percent (20%) per year beginning on the first anniversary of the grant date.
(2) Option Term is Ten Years. Options vest over 4 years at twenty-five percent (25%) per year beginning on the first anniversary of the grant date.
(3) On May 26, 2006, the common stock of Trinity Industries, Inc. split 3-for-2, resulting in the reporting person's indirect ownership of 19,229 additional shares of common stock.
(4) On May 26, 2006, the common stock of Trinity Industries, Inc. split 3-for-2, resulting in the reporting person's indirect ownership of 45,531 additional shares of common stock.
(5) On May 26, 2006, the common stock of Trinity Industries, Inc. split 3-for-2, resulting in the reporting person's ownership of 296,134 additional shares of common stock.
(6) This option was previously reported as covering 25,695 shares at an exercise price of $25.11 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.
(7) This option was previously reported as covering 20,000 shares at an exercise price of $53.00 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.
(8) This option was previously reported as covering 15,000 shares at an exercise price of $39.3125 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.
(9) This option was previously reported as covering 38,500 shares at an exercise price of $39.3125 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.
(10) This option was previously reported as covering 110,340 shares at an exercise price of $17.00 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.
(11) This option was previously reported as covering 54,800 shares at an exercise price of $28.41 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.
(12) This option was previously reported as covering 29,500 shares at an exercise price of $26.91 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.