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 * Graham Martin   2. Issuer Name and Ticker or Trading Symbol TRINITY INDUSTRIES INC [NYSE/TRN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) President Trinity Freightcar (Last) (First) (Middle) 2525 STEMMONS FREEWAY 3. Date of Earliest Transaction (Month/Day/Year) 09/13/2006 (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 09/13/2006   M   3,002 A $ 18.94 88,250 (1) D   Common Stock 09/13/2006   M   2,340 A $ 17.94 90,590 D   Common Stock 09/13/2006   S   5,342 D $ 32.2 85,248 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

Employee Stock Option (right to buy)

$ 11.3333 (3)

(2)

05/29/2013

Common Stock

21,060 (3)

21,060

D

Employee Stock Option (right to buy)

$ 18.94 (4)

09/13/2006

M

3,002

(2)

05/10/2014

Common Stock

12,001 (4)

$ 0

8,999

D

Employee Stock Option (right to buy)

$ 17.94 (5)

09/13/2006

M

2,340

(2)

05/09/2015

Common Stock

11,700

$ 0

9,360

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Graham Martin 2525 STEMMONS FREEWAY DALLAS, TX 75207				President Trinity Freightcar

Signatures

Martin Graham		09/15/2006
**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)	On May 26, 2006, the common stock of Trinity Industries, Inc. split 3-for-2, resulting in the reporting person's ownership of 28,416 additional shares of common stock.
(2)	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.
(3)	This option was previously reported as covering 14,040 shares at an exercise price of $17.00 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.
(4)	This option was previously reported as covering 8,000 shares at an exercise price of $28.41 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.
(5)	This option was previously reported as covering 7,800 shares at an exercise price of $26.91 per share, but was adjusted to reflect the stock split that occurred on May 26, 2006.

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