8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549



                                    FORM 8-K


                                 Current Report
                     Pursuant to Section 13 or 15(d) of The
                       Securities and Exchange Act of 1934


         Date of Report (Date of Earliest Event Reported): March 9, 2001



                            TRINITY INDUSTRIES, INC.
             (Exact name of Registrant as specified in its charter)


                                                         
        Delaware                         1-6903                           75-0225040
(State of incorporation)         (Commission File No.)         (IRS 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


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Item 5. Other Events

         On March 8, 2001, the Registrant issued a news release that (i)
announced lower North American railcar production volumes for its next fiscal
year; (ii) announced the intention of the Registrant to discontinue its
operations and sell certain assets which produce concrete mixers, concrete batch
plants and component parts for the concrete related industries and the
Registrant expects to record, during the 4th quarter, an $8 million unusual
charge associated with the cost of exiting this business; (iii) announced it
anticipates 4th quarter earnings to be slightly above break even or a small
loss; and (iv) announced it expects earnings for the next fiscal year to improve
to an annual range between $1.20 to $1.50 per share.



Item 7.  Exhibits

(c)      Exhibits

         Exhibit 99(1) - News release of Registrant dated March 8, 2001.



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SIGNATURE



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                                     TRINITY INDUSTRIES, INC.



Date:  March 9, 2001                            By:  /s/ Michael G. Fortado
                                                     ---------------------------
                                                     Michael G. Fortado
                                                     Vice President, General
                                                     Counsel, and Secretary


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                               INDEX TO EXHIBITS




EXHIBIT
NUMBER       DESCRIPTION
- -------      -----------
          
 99(1)       News release of Registrant dated March 8, 2001.

EX-99.(1)

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                                  EXHIBIT 99(1)


TRINITY INDUSTRIES, INC.

NEWS RELEASE

                                    CONTACT:
                                    Jim Ivy
                                    Vice President, Chief Financial Officer
                                    214-589-8090

FOR IMMEDIATE RELEASE

                Trinity Declares Quarterly Dividend and Modifies
                                     Outlook


         Dallas - March 8, 2001 - Trinity Industries, Inc. (NYSE: TRN) announced
today their Board of Directors declared a quarterly dividend of 18 cents per
share on its $1 par value common stock. This is Trinity's 148th consecutive
dividend and is payable April 30, 2001 to stockholders of record April 13, 2001.

         Trinity further announced its plans to lower its North American railcar
production volumes from a current level of 14,000 railcars per year to between
10-12,000 cars next fiscal year. During calendar year 2000, Trinity produced
16,000 railcars. Timothy R. Wallace, Trinity's chairman, president and CEO said,
"We are very experienced at adjusting our railcar production volumes to meet the
cyclical demands of the industry. We are closely monitoring our order levels and
are prepared to flex with the market requirements. We remain committed to our
position as the leader in the U.S. railcar manufacturing industry and are
continuing to invest in developing a variety of new railcars which are designed
to replace older models. At some point in the future, we believe there will be
an increase in demand for railcars in North America due to the aging fleet. The
actions we are taking today are designed to enhance our competitive position
during this interim period." As of January 2001, the average age of the North
American rail fleet is over 18 years old with a reasonable life expectancy of 30
years.

           "We are beginning to see the benefits of our cost cutting initiatives
at the operations level within our rail related business. Over the past few
years, we successfully transitioned the majority of our railcar manufacturing to
our lower cost facilities, which is helping us remain marginally profitable at
reduced production levels. This quarter, we are also continuing our strategy of
adding railcars to our lease fleet which provides


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alternatives for our customers and, long-term, creates an attractive cash flow
for our corporation."

          During the current quarter, Trinity is continuing its efforts to focus
resources on operational efficiencies and has recently been successful at
exiting certain non-core businesses. Trinity has made the decision to
discontinue its operations and sell certain assets which produce concrete
mixers, concrete batch plants and component parts for the concrete related
industries. Trinity markets these items under the name of TEMCO. In the spring
of 1999, Trinity made the decision to enter into this business since it was
closely tied to its existing concrete and aggregate business. During the 4th
quarter, Trinity expects to record an $8 million unusual charge associated with
the cost of exiting this business. "Unfortunately, we never obtained the
efficiencies and cost benefits we had planned by entering into this line of
business. It is time for us to re-channel our resources into the core areas of
our business," Wallace stated.

         Trinity also announced, due to a continuation of poor weather
conditions which are affecting its construction related businesses, it
anticipates its earnings for this quarter to be slightly above breakeven or a
small loss. "We continue to have very good backlogs in our construction related
businesses which should provide immediate earnings support once the weather
stabilizes," Wallace said.

         As a result of the significant decrease in Trinity's railcar business,
the company is departing from its normal practice and giving guidance pertaining
to earnings it expects to generate for the next fiscal year. "As we look toward
our next fiscal year beginning April lst, we expect our earnings to improve to
an annual range between $1.20 to $1.50 per share. When you analyze the factors
which affect our various businesses today, there are issues like weather, rising
energy costs and other factors within the overall economy which affect our
earnings performance. When we project our earnings over an extended period of
time, we make several assumptions which can affect the outcome of our results."

         "Clearly, these past six months have presented an unusual number of
challenging events for us at Trinity. These situations have prompted us to make
several tough decisions. Having just completed our recent budgeting process, I
am confident Trinity has emerged as a much stronger company and we have enhanced
our competitive position," Wallace said.

         Trinity Industries Inc., with headquarters in Dallas, Texas, is one of
the nation's leading diversified industrial companies. Trinity operates through
six principal business segments: a Railcar Group, an Inland Barge Group, a Parts
and Services Group, a Highway Construction Products Group, a Concrete and
Aggregate Group, and an Industrial Group. Trinity's web site may be accessed at
http://www.trin.net.

         This news release contains "forward looking statements" as defined by
the Private Securities Litigation Reform Act of 1995 and includes statements as
to expectations, beliefs and future financial performance, or assumptions
underlying or concerning


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matters herein. These statements that are not historical facts are looking
forward. Readers are directed to Trinity's Form 10-K and other SEC filings for a
description of certain of the business issues and risks, a change in any of
which could cause actual results or outcomes to differ materially from those
expressed in the forward looking statements. Any forward looking statement
speaks only as of the date on which such statement is made. Trinity undertakes
no obligation to update any forward looking statement or statements to reflect
events or circumstances after the date on which such statement is made.



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