As filed with the Securities and Exchange Commission on May 4, 1999
                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                            TRINITY INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)
             Delaware                                            75-0225040
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

          2525 Stemmons Freeway
              Dallas, Texas                                      75207-2401
(Address of principal executive offices)                         (Zip Code)
                             -----------------------

                            Trinity Industries, Inc.
                              1998 Stock Option and
                                 Incentive Plan
                            (Full title of the plan)
                             -----------------------


                               Michael G. Fortado
                            Trinity Industries, Inc.
                              2525 Stemmons Freeway
                            Dallas, Texas 75207-2401
                     (Name and address of agent for service)

                                 (214) 631-4420
                     (Telephone number, including area code,
                              of agent for service)
                             -----------------------

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
========================================================================================================================
                                                              Proposed                  Proposed                         
         Title of                                              maximum                   maximum                         
        securities                   Amount                   offering                  aggregate           Amount of
           to be                     to be                      price                   offering          registration
        registered             registered (1)(2)          per share (3)(4)            price (3)(4)           fee (4)
------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                            <C>                      <C>                 <C>

Common Stock, $1.00             2,000,000 Shares               $35.25                   $70,500,000         $19,599
par value per share
========================================================================================================================
<FN>
(1)  The  securities to be registered  include an aggregate of 2,000,000  shares
     reserved for issuance under the Trinity Industries,  Inc. 1998 Stock Option
     and Incentive Plan (the "Plan").
(2)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     additional  shares as may  hereinafter be offered or issued  resulting from
     stock splits,  stock dividends,  recapitalizations or certain other capital
     adjustments.
(3)  Estimated solely for purpose of calculating the registration fee.
(4)  Calculated  pursuant  to Rule  457(c) and (h).  Accordingly,  the price per
     share of the Common Stock offered  hereunder  pursuant to the Plan is based
     on (i)  2,000,000  shares of Common Stock  reserved for issuance  under the
     Plan, but not subject to outstanding stock options, at a price per share of
     $35.25, which is the average of the high and low prices reported on the New
     York Stock  Exchange in the Common Stock as of April 29,  1999,  which is a
     date within five business days prior to the date of filing the registration
     statement.

</FN>
</TABLE>

<PAGE>



                                     PART I

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to Plan  participants  as  specified by Rule  428(b)(1)  under the
Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Trinity  Industries,  Inc. (the "Company") hereby incorporates by reference
in this registration  statement the following documents  previously filed by the
Company with the Securities and Exchange Commission (the "Commission"):

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended March 31, 1998.

         (2) The  Company's  Quarterly  Reports  on Form  10-Q  filed  with  the
Commission for the quarters ended June 30, 1998, September 30, 1998 and December
31, 1998.

         (3) The Company's Current Reports on Form 8-K filed with the Commission
dated September 22, 1998 and March 31, 1999.

         (4) The description of the Company's common stock,  $1.00 par value per
share  ("Company  Common  Stock"),   contained  in  the  Company's  Registration
Statement  on Form S-4,  dated July 17, 1996  (Registration  No.  333-8321),  as
amended by Post-Effective Amendment No. 1, dated July 19, 1996.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         (a) Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(collectively,  a "Proceeding")  (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer, employee or agent of another corporation or
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner he or she  reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.

                  Section  145(b) of the DGCL provides  that a  corporation  may
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person acted in any of the  capacities  set forth above,  against such  expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case,  such person is fairly and reasonably  entitled to  indemnification
for such expenses which the court shall deem proper.

                  Section  145(c)  of the DGCL  further  provides  that,  to the
extent a director or officer of a corporation  has been successful on the merits
or otherwise in the defense of any action,  suit or proceeding referred to above
or in the  defense of any  claim,  issue or matter  therein,  he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.




                                      II-2

<PAGE>



                  Section  145(f)  of  the  DGCL  provides  that  the  statutory
provisions  on  indemnification  are not exclusive of  indemnification  provided
pursuant to, among other things, the bylaws or indemnification  agreements.  The
Bylaws of the  Company  contain  provisions  regarding  the  indemnification  of
directors  and  officers  of the  Company.  Article VI of the  Company's  Bylaws
provides for the  indemnification  of the  Company's  officers and  directors to
substantially the same extent permitted by the DGCL.

         The  indemnification  described above (unless ordered by a court) shall
be paid by the Company unless a determination is made (i) by the Company's Board
of Directors by a majority vote of a quorum consisting of directors who were not
parties to such Proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable a quorum of  disinterested  directors so directs,  by  independent
legal counsel in a written opinion, or (iii) by the Company's stockholders, that
indemnification of the director, officer, employee or agent is not proper in the
circumstances  because he has not met the  applicable  standard  of conduct  set
forth above.

         Article  VI of the  Company's Bylaws provides  that costs, charges  and
expenses   (including   attorneys'   fees)   incurred   by  a   person   seeking
indemnification  under  Article  VI of  the  Company's  Bylaws  in  defending  a
Proceeding  shall be paid by the Company in advance of the final  disposition of
such Proceeding;  provided, however, that the payment of such costs, charges and
expenses  incurred  by a director  or officer in his  capacity  as a director or
officer  (and not in any other  capacity in which  service was or is rendered by
such person while a director or officer) in advance of the final  disposition of
such  Proceeding  shall be made only upon  receipt  of an  undertaking  by or on
behalf of the  director or officer to repay all amounts so advanced in the event
that it shall  ultimately  be  determined  that such  director or officer is not
entitled to be  indemnified  by the  Company.  Such costs,  charges and expenses
incurred  by other  employees  and  agents  may be so paid upon  such  terms and
conditions,  if any, as the Board of Directors deems  appropriate.  The Board of
Directors may, upon approval of such director, officer, employee or agent of the
Company,  authorize  the  Company's  counsel  to  represent  such  person in any
Proceeding, whether or not the Company is a party to such Proceeding.

         Section  102(b)(7) of the Delaware  General  Corporation  Law permits a
corporation to provide in its  certificate of  incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
but excludes specifically liability for any (i) breach of the director's duty of
loyalty to the  corporation or its  stockholders,  (ii) acts or omissions not in
good faith or involving  intentional  misconduct or a knowing  violation of law,
(iii)  payments  of  unlawful   dividends  or  unlawful  stock   repurchases  or
redemptions,  or (iv)  transactions  from which the director derived an improper
personal benefit.  The provision does not limit equitable  remedies,  such as an
injunction or rescission for breach of a director's fiduciary duty of care.

         The  Company's  Certificate  of  Incorporation   contains  a  provision
eliminating  the  personal  liability of a director  from  breaches of fiduciary
duty, subject to the exceptions described above.

         (b) The Company has entered into Indemnity  Agreements  with all of its
directors  and  officers  that  establish  contract  rights  to  indemnification
substantially  similar  to the  rights to  indemnification  provided  for in the
Company's Bylaws.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.




                                      II-3

<PAGE>



Exhibit        Description of Exhibit

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

4.2  Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated
     by reference to  Annex A to  the proxy statement on Schedule 14A of Trinity
     Industries, Inc. with  respect to the  annual meeting of  stockholders held
     July 17, 1998).

5.1  Opinion of Jenkens & Gilchrist, a Professional Corporation

23.1 Consent of Jenkens & Gilchrist,  a  Professional  Corporation  (included in
     opinion filed as Exhibit 5.1 hereto)

23.2 Consent of Ernst & Young LLP

24   Power  of  Attorney  (included  with  signature  page of this  Registration
     Statement)


Item 9.  Undertakings.

         (a)        The undersigned registrant hereby undertakes:

                    (1) To file,  during any period in which offers or sales are
               being  made,  a  post-effective  amendment  to this  Registration
               Statement:

                         (i) To  include  any  prospectus  required  by  section
                    10(a)(3) of the Securities Act of 1933;

                         (ii) To reflect in the  prospectus  any facts or events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

                         (iii) To include any material  information with respect
                    to the plan of distribution not previously  disclosed in the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

                    Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if the  information  required  to be  included  in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic  reports filed by the Registrant  pursuant to Section 13
               or  Section  15(d)  of the 1934  Act  that  are  incorporated  by
               reference in the Registration Statement.

                    (2) That, for the purpose of determining any liability under
               the Securities Act of 1933,  each such  post-effective  amendment
               shall be deemed to be a new  registration  statement  relating to
               the  securities  offered  therein,   and  the  offering  of  such
               securities  at that time shall be deemed to be the  initial  bona
               fide offering thereof.

                    (3) To remove from registration by means of a post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

                         (b) The undersigned  registrant hereby undertakes that,
                    for  purposes  of  determining   any  liability   under  the
                    Securities  Act of 1933,  each  filing  of the  registrant's
                    annual report  pursuant to Section 13(a) or Section 15(d) of
                    the 1934 Act  (and,  where  applicable,  each  filing  of an
                    employee  benefit  plan's annual report  pursuant to Section
                    15(d) of the 1934 Act) that is  incorporated by reference in
                    the  Registration  Statement  shall  be  deemed  to be a new
                    registration  statement  relating to the securities  offered
                    therein,  and the offering of such  securities  at that time
                    shall  be  deemed  to be  the  initial  bona  fide  offering
                    thereof.

                         (c) Insofar as indemnification  for liabilities arising
                    under  the  Securities  Act  of  1933  may be  permitted  to
                    directors,   officers   and   controlling   persons  of  the
                    Registrant   pursuant  to  the  foregoing   provisions,   or
                    otherwise,  the  Registrant  has  been  advised  that in the
                    opinion  of the  Securities  and  Exchange  Commission  such
                    indemnification is against public policy as expressed in the
                    Act and is,  therefore,  unenforceable.  In the event that a
                    claim for  indemnification  against such liabilities  (other
                    than the payment by the  registrant of expenses  incurred or
                    paid by a  director,  officer or  controlling  person of the
                    registrant in the successful defense of any action,  suit or
                    proceeding)  is  asserted  by  such  director,   officer  or
                    controlling  person in connection with the securities  being
                    registered,  the registrant  will,  unless in the opinion of
                    its  counsel  the  matter has been  settled  by  controlling
                    precedent, submit to a court of appropriate jurisdiction the
                    question  whether  such  indemnification  by it  is  against
                    public  policy as  expressed in the Act and will be governed
                    by the final adjudication of such issue.





                                      II-4

<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Dallas, State of Texas, on May 3, 1999:

                              TRINITY INDUSTRIES, INC.

                              By:      /s/ Michael G. Fortado
                                       -----------------------------------------
                                       Michael G. Fortado
                                       Vice President, Secretary/General Counsel




                                      II-5

<PAGE>




                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby constitutes and appoints Timothy R. Wallace, Jim S. Ivy and
Michael G.  Fortado,  and each of them,  each with full power to act without the
other, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and  all  capacities,  to  sign  any  or all  amendments  to  this  Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection  therewith,   with  the  Commission,   granting  unto  each  of  said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and confirming that each of said  attorneys-in-fact  and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:

<TABLE>
<CAPTION>

Signature                                            Capacity                                    Date
---------                                            --------                                    ----
<S>                                                  <C>                                   <C>

/s/ Timothy R. Wallace                               Chairman, President,                                
---------------------------                          Chief Executive Officer               May 3. 1999
Tmothy R. Wallace                                    and Director (Principal
                                                     Executive Officer)

/s/ Jim S. Ivy                                       Vice President (Principal             May 3, 1999
---------------------------                          Financial Officer)
Jim S. Ivy                                   


/s/ John M. Lee                                      Vice President (Principal             May 3, 1999
---------------------------                          Accounting Officer)        
John M. Lee

/s/ W. Ray Wallace                                   Director                              May 3, 1999
---------------------------                                                     
W. Ray Wallace

/s/ David W. Biegler                                 Director                              May 3, 1999
---------------------------                                                     
David W. Biegler

/s/ Barry L. Galt                                    Director                              May 3, 1999  
---------------------------                                                     
Barry L. Galt

/s/ Clifford J. Grum                                 Director                              May 3, 1999   
---------------------------                                                     
Clifford J. Grum

/s/ Dean P. Guerin                                   Director                              May 3, 1999
---------------------------                                                     
Dean P. Guerin

/s/ Jess T. Hay                                      Director                              May 3, 1999
---------------------------                                                     
Jess T. Hay

/s/ Edmund M. Hoffman                                Director                              May 3, 1999   
---------------------------                                                     
Edmund M. Hoffman

/s/ Diana S. Natalicio                               Director                              May 3, 1999
---------------------------                                                     
Diana S. Natalicio

</TABLE>




                                      II-6

<PAGE>



 

                                INDEX TO EXHIBITS

Exhibit   Description of Exhibit

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

4.2  Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated
     by reference to Annex A  to the proxy statement on  Schedule 14A of Trinity
     Industries, Inc. with respect  to the annual meeting  of  stockholders held
     July 17, 1998

5.1  Opinion of Jenkens & Gilchrist, a Professional Corporation

23.1 Consent of Jenkens & Gilchrist,  a  Professional  Corporation  (included in
     opinion filed as Exhibit 5.1 hereto)

23.2 Consent of Ernst & Young LLP

24   Power  of  Attorney  (included  with  signature  page of this  Registration
     Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR TRINITY INDUSTRIES, INC.", "secsgml_size_bytes": 24938}]
{"company-data": {"conformed-name": "TRINITY INDUSTRIES INC", "cik": "0000099780", "assigned-sic": "3743", "irs-number": "750225040", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77735", "film-number": "99610317"}, "business-address": {"street1": "2525 STEMMONS FREEWAY", "city": "DALLAS", "state": "TX", "zip": "75207-2401", "phone": "2146314420"}, "former-company": {"former-conformed-name": "TRINITY STEEL CO INC", "date-changed": "19720407"}}
As filed with the Securities and Exchange Commission on May 4, 1999
                                                Registration No. 333-___________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

                            TRINITY INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)
             Delaware                                            75-0225040
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

          2525 Stemmons Freeway
              Dallas, Texas                                      75207-2401
(Address of principal executive offices)                         (Zip Code)
                             -----------------------

                            Trinity Industries, Inc.
                              1998 Stock Option and
                                 Incentive Plan
                            (Full title of the plan)
                             -----------------------

                               Michael G. Fortado
                            Trinity Industries, Inc.
                              2525 Stemmons Freeway
                            Dallas, Texas 75207-2401
                     (Name and address of agent for service)

                                 (214) 631-4420
                     (Telephone number, including area code,
                              of agent for service)
                             -----------------------
CALCULATION OF REGISTRATION FEE
                         -------------------------------
========================================================================================================================
                                                              Proposed                  Proposed                         
         Title of                                              maximum                   maximum                         
        securities                   Amount                   offering                  aggregate           Amount of
           to be                     to be                      price                   offering          registration
        registered             registered (1)(2)          per share (3)(4)            price (3)(4)           fee (4)
------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00             2,000,000 Shares               $35.25                   $70,500,000         $19,599
par value per share
========================================================================================================================
(1)  The  securities to be registered  include an aggregate of 2,000,000  shares
     reserved for issuance under the Trinity Industries,  Inc. 1998 Stock Option
     and Incentive Plan (the "Plan").
(2)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     additional  shares as may  hereinafter be offered or issued  resulting from
     stock splits,  stock dividends,  recapitalizations or certain other capital
     adjustments.
(3)  Estimated solely for purpose of calculating the registration fee.
(4)  Calculated  pursuant  to Rule  457(c) and (h).  Accordingly,  the price per
     share of the Common Stock offered  hereunder  pursuant to the Plan is based
     on (i)  2,000,000  shares of Common Stock  reserved for issuance  under the
     Plan, but not subject to outstanding stock options, at a price per share of
     $35.25, which is the average of the high and low prices reported on the New
     York Stock  Exchange in the Common Stock as of April 29,  1999,  which is a
     date within five business days prior to the date of filing the registration
     statement.
PART I

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to Plan  participants  as  specified by Rule  428(b)(1)  under the
Securities Act of 1933.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     Trinity  Industries,  Inc. (the "Company") hereby incorporates by reference
in this registration  statement the following documents  previously filed by the
Company with the Securities and Exchange Commission (the "Commission"):

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended March 31, 1998.

         (2) The  Company's  Quarterly  Reports  on Form  10-Q  filed  with  the
Commission for the quarters ended June 30, 1998, September 30, 1998 and December
31, 1998.

         (3) The Company's Current Reports on Form 8-K filed with the Commission
dated September 22, 1998 and March 31, 1999.

         (4) The description of the Company's common stock,  $1.00 par value per
share  ("Company  Common  Stock"),   contained  in  the  Company's  Registration
Statement  on Form S-4,  dated July 17, 1996  (Registration  No.  333-8321),  as
amended by Post-Effective Amendment No. 1, dated July 19, 1996.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         (a) Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(collectively,  a "Proceeding")  (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director,  officer, employee or agent of another corporation or
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in  settlement  actually and  reasonably  incurred by him or her in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner he or she  reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no  reasonable  cause to  believe  his or her  conduct  was
unlawful.

                  Section  145(b) of the DGCL provides  that a  corporation  may
indemnify  any person who was or is a party or is  threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person acted in any of the  capacities  set forth above,  against such  expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matter as to which  such  person  shall have been  adjudged  to be liable to the
corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication of liability but in view of all the circumstances
of the case,  such person is fairly and reasonably  entitled to  indemnification
for such expenses which the court shall deem proper.

                  Section  145(c)  of the DGCL  further  provides  that,  to the
extent a director or officer of a corporation  has been successful on the merits
or otherwise in the defense of any action,  suit or proceeding referred to above
or in the  defense of any  claim,  issue or matter  therein,  he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.

                                      II-2
Section  145(f)  of  the  DGCL  provides  that  the  statutory
provisions  on  indemnification  are not exclusive of  indemnification  provided
pursuant to, among other things, the bylaws or indemnification  agreements.  The
Bylaws of the  Company  contain  provisions  regarding  the  indemnification  of
directors  and  officers  of the  Company.  Article VI of the  Company's  Bylaws
provides for the  indemnification  of the  Company's  officers and  directors to
substantially the same extent permitted by the DGCL.

         The  indemnification  described above (unless ordered by a court) shall
be paid by the Company unless a determination is made (i) by the Company's Board
of Directors by a majority vote of a quorum consisting of directors who were not
parties to such Proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable a quorum of  disinterested  directors so directs,  by  independent
legal counsel in a written opinion, or (iii) by the Company's stockholders, that
indemnification of the director, officer, employee or agent is not proper in the
circumstances  because he has not met the  applicable  standard  of conduct  set
forth above.

         Article  VI of the  Company's Bylaws provides  that costs, charges  and
expenses   (including   attorneys'   fees)   incurred   by  a   person   seeking
indemnification  under  Article  VI of  the  Company's  Bylaws  in  defending  a
Proceeding  shall be paid by the Company in advance of the final  disposition of
such Proceeding;  provided, however, that the payment of such costs, charges and
expenses  incurred  by a director  or officer in his  capacity  as a director or
officer  (and not in any other  capacity in which  service was or is rendered by
such person while a director or officer) in advance of the final  disposition of
such  Proceeding  shall be made only upon  receipt  of an  undertaking  by or on
behalf of the  director or officer to repay all amounts so advanced in the event
that it shall  ultimately  be  determined  that such  director or officer is not
entitled to be  indemnified  by the  Company.  Such costs,  charges and expenses
incurred  by other  employees  and  agents  may be so paid upon  such  terms and
conditions,  if any, as the Board of Directors deems  appropriate.  The Board of
Directors may, upon approval of such director, officer, employee or agent of the
Company,  authorize  the  Company's  counsel  to  represent  such  person in any
Proceeding, whether or not the Company is a party to such Proceeding.

         Section  102(b)(7) of the Delaware  General  Corporation  Law permits a
corporation to provide in its  certificate of  incorporation  that a director of
the  corporation  shall  not be  personally  liable  to the  corporation  or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
but excludes specifically liability for any (i) breach of the director's duty of
loyalty to the  corporation or its  stockholders,  (ii) acts or omissions not in
good faith or involving  intentional  misconduct or a knowing  violation of law,
(iii)  payments  of  unlawful   dividends  or  unlawful  stock   repurchases  or
redemptions,  or (iv)  transactions  from which the director derived an improper
personal benefit.  The provision does not limit equitable  remedies,  such as an
injunction or rescission for breach of a director's fiduciary duty of care.

         The  Company's  Certificate  of  Incorporation   contains  a  provision
eliminating  the  personal  liability of a director  from  breaches of fiduciary
duty, subject to the exceptions described above.

         (b) The Company has entered into Indemnity  Agreements  with all of its
directors  and  officers  that  establish  contract  rights  to  indemnification
substantially  similar  to the  rights to  indemnification  provided  for in the
Company's Bylaws.

Item 7.  Exemption from Registration Claimed.

         None.

Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.

                                      II-3
Exhibit        Description of Exhibit

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

4.2  Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated
     by reference to  Annex A to  the proxy statement on Schedule 14A of Trinity
     Industries, Inc. with  respect to the  annual meeting of  stockholders held
     July 17, 1998).

5.1  Opinion of Jenkens & Gilchrist, a Professional Corporation

23.1 Consent of Jenkens & Gilchrist,  a  Professional  Corporation  (included in
     opinion filed as Exhibit 5.1 hereto)

23.2 Consent of Ernst & Young LLP

24   Power  of  Attorney  (included  with  signature  page of this  Registration
     Statement)

Item 9.  Undertakings.

         (a)        The undersigned registrant hereby undertakes:

                    (1) To file,  during any period in which offers or sales are
               being  made,  a  post-effective  amendment  to this  Registration
               Statement:

                         (i) To  include  any  prospectus  required  by  section
                    10(a)(3) of the Securities Act of 1933;

                         (ii) To reflect in the  prospectus  any facts or events
                    arising  after  the  effective  date  of  the   Registration
                    Statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    Registration Statement;

                         (iii) To include any material  information with respect
                    to the plan of distribution not previously  disclosed in the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

                    Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
               do not apply if the  information  required  to be  included  in a
               post-effective  amendment  by those  paragraphs  is  contained in
               periodic  reports filed by the Registrant  pursuant to Section 13
               or  Section  15(d)  of the 1934  Act  that  are  incorporated  by
               reference in the Registration Statement.

                    (2) That, for the purpose of determining any liability under
               the Securities Act of 1933,  each such  post-effective  amendment
               shall be deemed to be a new  registration  statement  relating to
               the  securities  offered  therein,   and  the  offering  of  such
               securities  at that time shall be deemed to be the  initial  bona
               fide offering thereof.

                    (3) To remove from registration by means of a post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

                         (b) The undersigned  registrant hereby undertakes that,
                    for  purposes  of  determining   any  liability   under  the
                    Securities  Act of 1933,  each  filing  of the  registrant's
                    annual report  pursuant to Section 13(a) or Section 15(d) of
                    the 1934 Act  (and,  where  applicable,  each  filing  of an
                    employee  benefit  plan's annual report  pursuant to Section
                    15(d) of the 1934 Act) that is  incorporated by reference in
                    the  Registration  Statement  shall  be  deemed  to be a new
                    registration  statement  relating to the securities  offered
                    therein,  and the offering of such  securities  at that time
                    shall  be  deemed  to be  the  initial  bona  fide  offering
                    thereof.

                         (c) Insofar as indemnification  for liabilities arising
                    under  the  Securities  Act  of  1933  may be  permitted  to
                    directors,   officers   and   controlling   persons  of  the
                    Registrant   pursuant  to  the  foregoing   provisions,   or
                    otherwise,  the  Registrant  has  been  advised  that in the
                    opinion  of the  Securities  and  Exchange  Commission  such
                    indemnification is against public policy as expressed in the
                    Act and is,  therefore,  unenforceable.  In the event that a
                    claim for  indemnification  against such liabilities  (other
                    than the payment by the  registrant of expenses  incurred or
                    paid by a  director,  officer or  controlling  person of the
                    registrant in the successful defense of any action,  suit or
                    proceeding)  is  asserted  by  such  director,   officer  or
                    controlling  person in connection with the securities  being
                    registered,  the registrant  will,  unless in the opinion of
                    its  counsel  the  matter has been  settled  by  controlling
                    precedent, submit to a court of appropriate jurisdiction the
                    question  whether  such  indemnification  by it  is  against
                    public  policy as  expressed in the Act and will be governed
                    by the final adjudication of such issue.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for filing on Form S-8 and has duly caused this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Dallas, State of Texas, on May 3, 1999:

                              TRINITY INDUSTRIES, INC.

                              By:      /s/ Michael G. Fortado
                                       -----------------------------------------
                                       Michael G. Fortado
                                       Vice President, Secretary/General Counsel

                                      II-5
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby constitutes and appoints Timothy R. Wallace, Jim S. Ivy and
Michael G.  Fortado,  and each of them,  each with full power to act without the
other, his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and  all  capacities,  to  sign  any  or all  amendments  to  this  Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection  therewith,   with  the  Commission,   granting  unto  each  of  said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and confirming that each of said  attorneys-in-fact  and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:
Signature                                            Capacity                                    Date
---------                                            --------                                    ----
/s/ Timothy R. Wallace                               Chairman, President,                                
---------------------------                          Chief Executive Officer               May 3. 1999
Tmothy R. Wallace                                    and Director (Principal
                                                     Executive Officer)

/s/ Jim S. Ivy                                       Vice President (Principal             May 3, 1999
---------------------------                          Financial Officer)
Jim S. Ivy                                   

/s/ John M. Lee                                      Vice President (Principal             May 3, 1999
---------------------------                          Accounting Officer)        
John M. Lee

/s/ W. Ray Wallace                                   Director                              May 3, 1999
---------------------------                                                     
W. Ray Wallace

/s/ David W. Biegler                                 Director                              May 3, 1999
---------------------------                                                     
David W. Biegler

/s/ Barry L. Galt                                    Director                              May 3, 1999  
---------------------------                                                     
Barry L. Galt

/s/ Clifford J. Grum                                 Director                              May 3, 1999   
---------------------------                                                     
Clifford J. Grum

/s/ Dean P. Guerin                                   Director                              May 3, 1999
---------------------------                                                     
Dean P. Guerin

/s/ Jess T. Hay                                      Director                              May 3, 1999
---------------------------                                                     
Jess T. Hay

/s/ Edmund M. Hoffman                                Director                              May 3, 1999   
---------------------------                                                     
Edmund M. Hoffman

/s/ Diana S. Natalicio                               Director                              May 3, 1999
---------------------------                                                     
Diana S. Natalicio
II-6
INDEX TO EXHIBITS

Exhibit   Description of Exhibit

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

4.2  Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (incorporated
     by reference to Annex A  to the proxy statement on  Schedule 14A of Trinity
     Industries, Inc. with respect  to the annual meeting  of  stockholders held
     July 17, 1998

5.1  Opinion of Jenkens & Gilchrist, a Professional Corporation

23.1 Consent of Jenkens & Gilchrist,  a  Professional  Corporation  (included in
     opinion filed as Exhibit 5.1 hereto)

23.2 Consent of Ernst & Young LLP

24   Power  of  Attorney  (included  with  signature  page of this  Registration
     Statement)