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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NATALICIO DIANA S
   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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2525 STEMMONS FREEWAY		 3. Date of Earliest Transaction (Month/Day/Year)
06/30/2006
(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 06/30/2006   M   14,115 A $ 17.0667 19,365 D  
Common Stock 06/30/2006   M   7,500 A $ 22 26,865 D  
Common Stock 06/30/2006   M   7,500 A $ 28.625 34,365 D  
Common Stock 06/30/2006   S   29,115 D $ 38.0967 5,250 (3) D  

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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
Trinity Phantom Stock Units $ 0 (1) 06/30/2006   A   390     (1)   (1) Common Stock 390 $ 40.4 26,856 (2) D  
Stock Option (right to buy) $ 17.0667 (4) 06/30/2006   M     14,115 03/13/1997 03/13/2007 Common Stock 14,115 (4) $ 0 0 D  
Stock Option (right to buy) $ 22 (5) 06/30/2006   M     7,500 07/16/1997 07/16/2007 Common Stock 7,500 (5) $ 0 0 D  
Stock Option (right to buy) $ 28.625 (6) 06/30/2006   M     7,500 07/17/1998 07/17/2008 Common Stock 7,500 (6) $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NATALICIO DIANA S
2525 STEMMONS FREEWAY
DALLAS, TX 75207		   X      

Signatures

 Michael G. Fortado For: Diana S. Natalicio   07/05/2006
**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) The Trinity Phantom Stock Units were accrued under the Trinity Industries, Inc. Deferred Plan for Directors Fees. Stock units are converted at "1 - for - 1" (a rate of one stock unit per one share of Trinity common stock). Settlement of the account will be in cash after the reporting person's retirement.
(2) On May 26, 2006, the common stock of Trinity Industries, Inc. split 3-for-2, resulting in the reporting person's ownership of 8,822 Additional Stock Units.
(3) On May 26, 2006, the common stock of Trinity Industries, Inc. split 3-for-2, resulting in the reporting person's ownership of 1,750 additional shares of common stock.
(4) This option was previously reported as covering 9,410 shares at an exercise price of $25.60 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.
(5) This option was previously reported as covering 5,000 shares at an exercise price of $33.00 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.
(6) This option was previously reported as covering 5,000 shares at an exercise price of $42.9375 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.

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