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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, 1998

[ ] 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
------------------- ----------------------
COMMON STOCK, $1.00 PAR VALUE NEW YORK STOCK EXCHANGE

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
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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 REGISTRANTS 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 $2,030,157,432 as of May 29, 1998.

43,350,782

( Number of Shares of common stock outstanding as of May 29, 1998)
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(Continued on reverse side)

(Continued from cover page)

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's 1998 Annual Report to Stockholders for the
fiscal year ended March 31, 1998 are incorporated by reference into Parts I and
II hereof and portions of the Registrant's definitive Proxy Statement for the
1998 Annual Meeting of Stockholders to be held July 17, 1998 are incorporated by
reference into Part III hereof.

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 principally of (i)
"Transportation Products" such as railcars, principally tank cars, hopper cars,
box cars, gondola cars, intermodal cars and miscellaneous other freight cars,
barges for inland waterway service, and leasing of Registrant manufactured
railcars to various industries; (ii) "Construction Products" such as highway
guardrail and safety products, ready-mix concrete and aggregates including
distribution and providing raw materials to owners, contractors and
sub-contractors for use in the building and foundation industry, passenger
loading bridges and conveyor systems for airports and other people and baggage
conveyance requirements, and beams, girders, and columns used in construction of
highway and railway bridges; (iii) "Industrial Products" such as extremely
large, heavy pressure vessels and other heavy welded products including
industrial silencers, desalinators, evaporators, and gas processing systems,
pressure and non-pressure containers for the storage and transportation of
liquefied gases, brewery products and other liquid and dry products, heat
transfer equipment for the chemical, petroleum and petrochemical industries,
weld fittings (tees, elbows, reducers, caps, flanges, etc.) used in pressure
piping systems, and container heads (the ends of pressure and non-pressure
containers) for use internally and by other manufacturers of containers.

Various financial information concerning the Registrant's industry
segments for each of the last three fiscal years is included in the Registrant's
1998 Annual Report to Stockholders beginning on page 31 under the heading
"Segment Information", and such section is incorporated herein by reference.

TRANSPORTATION PRODUCTS. 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. 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 produces river hopper barges which are used to carry
coal, grain and miscellaneous commodities for various barge transport companies
and tank barges which are used to transport liquid products.

The Registrant has one wholly-owned leasing subsidiary, Trinity Industries
Leasing Company ("TILC"), which was incorporated in 1979. TILC 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, 1998, TILC had 10,598 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, 1998, TILC had equipment on lease
or available for lease purchased from the Registrant at a cost of $450.3
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.

Although the Registrant is not contractually obligated to offer to TILC
equipment proposed to be leased by the Registrant's customers, it is the
Registrant's intention to effect all such leasing transactions through TILC.
Similarly, while TILC is not contractually obligated to purchase from the
Registrant any equipment proposed to be leased, TILC intends to purchase and
lease all equipment which the Registrant's customers desire to lease when the
lease rentals and other terms of the proposed lease are satisfactory to TILC,
subject to the availability and cost of funds to finance the acquisition of the
equipment.

CONSTRUCTION PRODUCTS. The construction products manufactured by the
Registrant include highway guardrail and highway safety devices and related
barrier products, ready-mix concrete and aggregates, passenger loading bridges,
baggage handling systems, and beams, girders, and columns. These products are
used in the highway construction, building and bridge industries and airports.
Generally, customers for highway guardrail and highway safety devices are
highway departments or subcontractors on highway projects. Ready-mix concrete
and aggregates are used in the building and foundation industry, and customers
include primarily owners, contractors and sub-contractors. Passenger loading
bridges and conveyor systems are generally sold to contractors, airports, or
airlines as part of airport terminal equipment. Some of the sales of beams,
girders and columns are to general contractors and subcontractors on highway
construction projects.

INDUSTRIAL PRODUCTS. The Registrant is engaged in manufacturing metal
containers consisting of extremely large, heavy pressure vessels and other heavy
welded products, including industrial silencers, desalinators, evaporators, and
gas processing systems 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. Many other
manufacturers order container heads from the Registrant. 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.

MARKETING, RAW MATERIALS, EMPLOYEES AND COMPETITION. As of March 31,
1998, 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 Montgomery, Alabama; Napa, California;
Denver, Colorado; Parrish, Florida; Chicago, Illinois; Elizabethtown and
Paducah, Kentucky; Shreveport, Louisiana; Flint, Michigan; St. Louis, Missouri;
Asheville, North Carolina; Cincinnati and Girard, Ohio; Beaumont, Dallas/Ft.
Worth, Houston and Navasota, Texas; Centerville, Utah; Olympia, Washington;
Milwaukee, Wisconsin; 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, 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 17,000 employees, of which
approximately 13,700 are production employees and 3,300 are administrative,
sales, supervisory and office employees.

There are numerous companies located throughout the United States and
world-wide that are engaged in the business of manufacturing various
transportation and industrial products of the types manufactured by the
Registrant, and these industries are highly competitive. 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. Companies manufacturing products which
compete with the Registrant's construction products consist of numerous other
structural fabricators and ready-mix concrete and aggregate producers.

RECENT DEVELOPMENTS. Information concerning the Registrant's business
acquisitions are included in the Registrant's 1998 Annual Report to Stockholders
under the heading "Business Acquisitions and Divestitures," (page 33) and such
section is incorporated herein by reference.

ENVIRONMENTAL MATTERS. The Registrant's subsidiaries are 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 non-hazardous and
hazardous waste. The Registrant anticipates that it may incur additional costs
in the future to comply with currently existing laws and regulations, new
regulatory requirements arising from recently enacted statutes, particularly
those relating to the Clean Air Act Amendments of 1990, and any new statutory
requirements.

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's principal executive offices are located in a ten story
office building containing approximately 107,000 sq. ft. and a connected
adjacent building containing approximately 66,000 sq. ft., each owned by the
Registrant, in Dallas, Texas. The following table sets forth certain salient
facts with respect to each of the operating plant properties owned and/or leased
by the Registrant at March 31, 1998:

Registrant's Uses of Approx.
Interest in Premises Bldg. Area Expiration Annual
Plant Location Property (1) (Sq Ft.) Date Rentals
- ------------------ ------------ -------- ---------- ---------- --------

Ackerman, MS Fee (c) 92,000 -- --
Alliance, NE Fee (a) 44,000 -- --
Americana, Brazil Fee (c) 29,000 -- --
Ashland City, TN Fee (a) 92,000 -- --
Asheville, NC Lease (a) 94,000 06/30/99 $198,000
Beaumont, TX Fee (a) 280,000 -- --
Belpre, OH Fee (b) 42,000 -- --
Bessemer, AL Fee (a) 171,000 -- --
Birmingham, AL Lease (b) 10,000 04/30/98 $ 14,000
Brusly, LA Fee (a) 148,000 -- --
Butler, PA Fee (a) 386,000 -- --
Butler, PA Lease (a) 30,000 12/31/02 $ 67,000
Caruthersville, MO Fee (a) 266,000 -- --
Caruthersville, MO Lease (a) 45,000 03/01/99 $ 72,000
Cedartown, GA Fee (c) 143,000 -- --
Centerville, UT Fee (b) 63,000 -- --
Cincinnati, OH
(2 plants) Fee (c) 203,000 -- --
Cynthiana, KY Lease (c) 317,000 04/30/01 $ 2,000
Dallas, TX
(2 plants) Fee (a) 447,000 -- --
Denton, TX Fee (a) 117,000 -- --
Douglas, WY Lease (a) 34,000 09/30/04 $ 15,000
Elizabethtown, KY Fee (b) 40,000 -- --
Elkhart, IN Fee (c) 108,000 -- --
Enid, OK Fee (c) 73,000 -- --
Findlay, OH Fee (a) 74,000 -- --
Ft. Worth, TX
(6 plants) Fee (a,b) 703,000 -- --
Girard, OH
(2 plants) Fee (b) 326,000 -- --
Greenville, PA Fee (a) 752,000 -- --

Hamburg, NY Fee (b) 188,000
Houston, TX
(2 plants) Fee (b,c) 563,000 -- --
Huehuetoca, MX Fee (a,c) 281,000 -- --
Johnstown, PA Fee (a) 148,000 -- --
Lima, OH Fee (b) 72,000 -- --
Longview, TX
(4 plants) Fee (a) 675,000 -- --
Longview, TX Lease (a) 57,000 10/31/00 $ 40,000
Madisonville, LA Fee (a) 137,000 -- --
McKees Rocks, PA Fee (a) 462,000 -- --
Miles City, MT Fee (a) 72,000 -- --
Monclova, MX Fee (a,c) 207,000 -- --
Montgomery, AL Fee (a,b) 310,000 -- --
Mt. Orab, OH Fee (a) 183,000 -- --
Navasota, TX Fee (c) 170,000 -- --
New Castle, DE Lease (a) 12,000 06/30/00 $120,000
Nova Odesa, Brazil Fee (c) 21,000 -- --
Oklahoma City, OK Fee (a) 260,000 -- --
Orange, TX (2) Fee (a) 735,000 -- --
Paducah, KY Fee (a) 49,000 -- --
Paris, TN Fee (a) 29,000 -- --
Quincy, IL Fee (c) 95,000 -- --
Rock Springs, WY Fee (a) 20,000 -- --
Rocky Mount, NC Fee (c) 53,000 -- --
Russelville, AR Fee (c) 350,000 -- --
Saginaw, TX
(3 plants) Fee (a) 374,000 -- --
San Antonio, TX Fee (b) 224,000 -- --
Sand Springs, OK Fee (c) 184,000 -- --
Shreveport, LA Lease (a,c) 691,000 11/30/42 $ 12,000
Sioux City, IA Lease (a) 45,000 05/31/98 $ 97,000
Springfield, MO Lease (a) 171,000 12/31/08 $ 36,000
Sunbright, TN Fee (b) 74,000 -- --
Tulsa, OK Fee (a) 121,000 -- --
Vallejo, MX Fee (c) 54,000 -- --
Vidor, TX Fee (a) 126,000 -- --
Waycross, GA Fee (a) 5,000 -- --
West Memphis, AR Fee (c) 77,000 -- --

(1) (a) Manufacture or repair of Transportation Products
(b) Manufacture of Construction Products
(c) Manufacture of Industrial Products

(2) Orange facility was sold in May 1998.

All machinery and equipment and the buildings occupied by the
Registrant are maintained in good condition. The Registrant estimates that its
plant facilities were utilized during the fiscal year

5
8

at an average of approximately 80 percent of present productive capacity for
Transportation Products, 85 percent for Construction Products, and 75 percent
for Industrial Products.

ITEM 3. LEGAL PROCEEDINGS.

In September 1997, the Registrant settled a 13 year old lawsuit brought
against a former subsidiary of the Registrant by Morse/Diesel, Inc. The
settlement resulted in an after-tax charge of $43.8 million being recorded in
the second quarter of fiscal year 1998. The Registrant has not participated in
the business associated with this matter since 1989.

In April 1998, the Registrant settled a 5 year old patent infringement
lawsuit brought against the Registrant by Johnstown American Corp. for
approximately $10.5 million, net of tax.

In March 1998, the U.S. Department of Justice (the "Department") filed
a two count felony information against Syro, Inc., a wholly owned subsidiary of
the Registrant, in the United States District Court for the District of Utah
alleging that Syro, Inc. discharged waste waters from its Centerville, Utah
facility in violation of the Clean Water Act. To resolve this issue, Syro, Inc.
is in the process of negotiating a Plea Agreement with the Department and a
Settlement Agreement and Compliance Order with the U.S. Environmental Protection
Agency Suspension and Debarment Division. Negotiations with these parties to the
date of this filing indicate that a resolution of this issue would involve a
plea of guilty to a two count felony under the Clean Water Act and the payment
of $750,000 in fines and $250,000 in contributions to local environmental
groups.

The Registrant is involved in various other 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.

There were no matters submitted to a vote of security holders during
the fourth quarter of fiscal year 1998.

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 caption "Company Profile" and on page 40 under the caption
"Stockholder Information" of the Registrant's 1998 Annual Report to
Stockholders.

ITEM 6. SELECTED FINANCIAL DATA.

Selected financial data is incorporated herein by reference from the
information contained on page 22 under the caption "Financial Summary" of the
Registrant's 1998 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 are incorporated herein by reference from the Registrant's 1998
Annual Report to Stockholders, pages 23 through 26.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Financial statements of the Registrant at March 31, 1998 and 1997 and
for each of the three years in the period ended March 31, 1998 and the auditor's
report thereon, and the Registrant's unaudited quarterly financial data for the
two year period ended March 31, 1998, are incorporated herein by reference from
the Registrant's 1998 Annual Report to Stockholders, pages 27 through 40.

ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

No disclosure required.

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 definitive proxy statement for the
Annual Meeting of Stockholders on July 17, 1998, page 4, under the caption
"Election of Directors".

EXECUTIVE OFFICERS OF THE REGISTRANT.*

The following table sets forth the names and ages of all executive
officers of the Registrant, the nature of any family relationship between them,
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)(2) Age Office Since Expires
- ---- --- ------------------------ -------- ---------

W. Ray Wallace 75 Chairman & Chief 1958 July 1998
Executive Officer
Timothy R. Wallace 44 Director, President &
Chief Operating Officer 1993 July 1998
Jim S. Ivy 54 Vice President &
Chief Financial Officer 1998 July 1998
Ralph A. Banks, Jr. 74 Senior Vice President 1962 July 1998
Richard G. Brown 74 Senior Vice President 1979 July 1998
Mark W. Stiles 49 Group Vice President 1993 July 1998
Jack L. Cunningham, Jr. 53 Vice President 1982 July 1998
John M. Lee 37 Vice President 1994 July 1998
R. A. Martin 63 Vice President 1974 July 1998
F. Dean Phelps, Jr. 54 Vice President 1979 July 1998
Joseph F. Piriano 61 Vice President 1992 July 1998
Linda S. Sickels 47 Vice President 1995 July 1998
Michael G. Fortado 54 Vice President, Secretary
& General Counsel 1997 July 1998
Neil O. Shoop 54 Treasurer 1985 July 1998
William J. Goodwin 50 Controller 1986 July 1998

* 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) W. Ray Wallace, Chairman & Chief Executive Officer, is the father of Timothy
R. Wallace, Director, President and Chief Operating Officer.

(2) Mr. Ivy joined the Registrant in 1998. Prior to this year, Mr. Ivy was a
senior audit partner for a national public accounting firm. Mr. Lee joined the
Registrant in 1994. For at least five years prior thereto, Mr. Lee was a manager
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. 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.

ITEM 11. EXECUTIVE COMPENSATION.

Information on executive compensation is incorporated herein by
reference from the Registrant's definitive proxy statement for the Annual
Meeting of Stockholders on July 17, 1998, beginning on page 8 under the caption
"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
definitive proxy statement for the Annual Meeting of Stockholders on July 17,
1998, page 2, under the caption "Voting Securities and Stockholders".

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information concerning certain relationships and related transactions
is incorporated herein by reference from the Registrant's definitive proxy
statement for the Annual Meeting of Stockholders on July 17, 1998, pages 4 and
5, under the caption "Election of Directors".

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 on the accompanying index to
exhibits are filed as part of this Annual Report Form
10-K.

(b) Reports on Form 8-K

No Form 8-K was filed during the fourth quarter of
fiscal 1998.

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

REFERENCE
-----------------------
1998 Annual
Form Report to
10-K Stockholders
(Page) (Page)
-------- ------------

Consolidated balance sheet at
March 31, 1998 and 1997 ........................................ -- 28
For each of the three years in the
period ended March 31, 1998:
Consolidated income statement ................................ -- 27
Consolidated statement of cash flows ......................... -- 29
Consolidated statement of
stockholders' equity ....................................... -- 30
Notes to consolidated financial
statements ................................................. -- 30

Supplemental information:
Supplementary unaudited quarterly data ........................ -- 40

Consolidated financial statement schedule
for each of the three years in the
period ended March 31, 1998:
II - Allowance for doubtful accounts ...................... 12 --

Other financial information:
Weighted average interest rate on short-term borrowings ....... 12 --

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 supplementary information
listed in the above index which are included in the 1998 Annual Report to
Stockholders have been incorporated by reference.

SCHEDULE II

Trinity Industries, Inc.
Allowance for Doubtful Accounts
Year Ended March 31, 1998, 1997 and 1996
(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, 1998 $ 1.0 $ 0.9 $ 0.2 $ 1.7
========== ========== ========== ==========

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

Year Ended March 31, 1996 $ 0.8 $ 0.8 $ 0.5 $ 1.1
========== ========== ========== ==========

Trinity Industries, Inc.
Other Financial Information
Short-Term Borrowings

The weighted average interest rate on short-term borrowings outstanding as of
March 31, 1998, 1997, and 1996 is 6.12%, 6.88%, and 6.04%, respectively.

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,
Secretary/General Counsel
June 25, 1998

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/ John L. Adams /s/ Diana Natalicio
- ------------------------ -------------------------------------
John L. Adams Diana Natalicio
Director Director
June 25, 1998 June 25, 1998

/s/ David W. Biegler /s/ Timothy R. Wallace
- ------------------------ -------------------------------------
David W. Biegler Timothy R. Wallace
Director Director
June 25, 1998 June 25, 1998

- ------------------------
Barry J. Galt
Director Principal Executive Officer:
June 25, 1998 /s/ W. Ray Wallace
-------------------------------------
/s/ Clifford J. Grum W. Ray Wallace
- ------------------------ Chairman
Clifford J. Grum June 25, 1998
Director
June 25, 1998

/s/ Dean P. Guerin Principal Financial Officer:
- ------------------------
Dean P. Guerin
Director /s/ Jim S. Ivy
June 25, 1998 -------------------------------------
Jim S. Ivy
Vice President
June 25, 1998
- ------------------------
Jess T. Hay
Director
June 25, 1998 Principal Accounting Officer:

/s/ Edmund M. Hoffman /s/ John M. Lee
- ------------------------ -------------------------------------
Edmund M. Hoffman John M. Lee
Director Vice President
June 25, 1998 June 25, 1998

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

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

(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 (incorporated by reference to Exhibit 3.2 to Form 10-K
filed June 16, 1992). *

(4.1) Specimen Common Stock Certificate of Registrant (incorporated by reference
to Exhibit 3B to Registration Statement No. 33-10937 filed April 8, 1987). *

(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 entered into between the
Registrant and all executive officers of the Registrant (incorporated
by reference to Exhibit 10.3 to Form 10-K filed June 19, 1989). *

(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 ( incorporated by
reference to Exhibit 10.6 to Form 10-K filed June 14, 1990). *

(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 (incorporated by reference to Exhibit 10.8 to Form 10-K
filed June 13, 1991). *

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

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

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

(10.9) Pension Plan A for Salaried Employees of Trinity Industries, Inc. and
Certain Affiliates dated August 20, 1985, as amended by Amendment
No. 1 dated May 27, 1986, Amendment No. 2 dated December 30, 1986,
Amendment No. 3 dated December 12, 1986, Amendment No. 4 dated
March 31, 1987, Amendment No. 5 dated March 31, 1987, Amendment
No. 6 dated December 4, 1987, Amendment No. 7 dated July 26, 1988,
Amendment No. 8 dated July 28, 1988, Amendment No. 9 dated March
15, 1989, Amendment No. 10 dated March 31, 1989, and Amendment
No. 11 dated July 14, 1989 (incorporated by reference to Exhibit 10.9
to Form 10-K filed June 13, 1991). *

(10.10) Supplemental Profit Sharing Plan for Employees of Trinity Industries Inc.
and Certain Affiliates dated June 30, 1990, as amended by Amendment
No. 1 dated June 13, 1991. Supplemental Profit Sharing Trust for
Employees of Trinity Industries, Inc. and Certain Affiliates dated June 30,
1990, as amended by Amendment No. 1 dated June 13, 1991 (incorporated
by reference to Exhibit 10.10 to Form 10-K filed June 13, 1991). *

(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 1998 Annual Report to Stockholders is not deemed a part of this
report.

(21) Listing of subsidiaries of the Registrant. 16

(23) Consent of Independent Auditors. 11

(27) Financial Data Schedules for the fiscal year ended March 31, 1998.

(27.1) Restated Financial Data Schedules for fiscal years ended March 31,
1997 and 1996, and six months ended September 30, 1997, and three
months ended June 30, 1997.

(27.2) Restated Financial Data Schedules for fiscal year ended March 31,
1995, and nine months ended December 31, 1996, six months ended
September 30, 1996, and three months ended June 30, 1996.

(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.