TRINITY INDUSTRIES INC
AMEND. NO.3 TO 1998 STOCK OPTION & INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.12.3
<SEQUENCE>5
<FILENAME>d98842exv10w12w3.txt
<DESCRIPTION>AMEND. NO.3 TO 1998 STOCK OPTION & INCENTIVE PLAN
<TEXT>
<PAGE>




                                                                 EXHIBIT 10.12.3


                               AMENDMENT NO. 3 TO
                      1998 STOCK OPTION AND INCENTIVE PLAN


          The Trinity Industries, Inc. 1998 Stock Option and Incentive Plan (the
"1998 Plan") is hereby amended as follows:

          1.   The first sentence in Section 2 of the Plan is amended to read in
               its entirety as follows:

                    "A committee designated by the Board of Directors which
                    shall consist of not less than two members of the Board who
                    shall be appointed by or in accordance with authority
                    delegated by the Board."

          2.   The effective date of this Amendment to the 1998 Plan shall be
               May 3, 2002.

          IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by a duly authorized officer of the Company as of May 3, 2002.


                                        TRINITY INDUSTRIES, INC.


                                        By:
                                            ------------------------------------



</TEXT>
</DOCUMENT>
