SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549
                                    

                                 Form 10-K

(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, 1997

                                     OR
                    
          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 1-8099

                   Trinity Industries Leasing Company
         ( Exact name of registrant as specified in its charter)

              Delaware                           75-1640393
      ( State of Incorporation)      (I.R.S. Employer Identification No.)

        2000 Gardner Expressway
              Quincy, IL                            62306
(Address of principal executive offices)         (Zip Code)

      Registrant's telephone number, including area code  (217) 224-7236 

       Securities Registered Pursuant to Section 12(b) of the Act

                                              Name of each exchange
          Title of each class                   on which registered   

                   N/A                            N/A


         Securities Registered Pursuant to Section 12(g) of the Act:

                                  None

     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 

     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 none as of March 31, 1997.
                       
                                  1,000
                                    
   ( Number of Shares of common stock outstanding as of May 30, 1997)

                                                 
                  PART I

Item 1. Business.

   General Development of Business.  Trinity Industries Leasing Company, 
(the "Registrant") was incorporated under the laws of the State of Texas in 
1979.  On April 4, 1988, the Registrant reorganized as a Delaware 
corporation by Registrant's 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 business of leasing 
specialized types of railcars, consisting of both tank railcars and hopper 
railcars  and the leasing of liquefied petroleum gas ("LPG") tanks, (the 
"Equipment").  The revenues and profits from LPG tank leases are not 
significant to the operations of the Registrant and are included in the 
Railcar Leasing segment for reporting purposes.  At March 31, 1997, the 
Registrant had under lease 10,405 railcars, including 5,932 tank cars and 
4,473 hopper cars. Included in railcars under lease are 3,163 railcars 
(2,128 tank cars and 1,035 hopper cars) that are owned by third parties and 
subleased to the Registrant's customers. Substantially all of the  
Equipment is manufactured by the Registrant's parent company, Trinity 
Industries, Inc. ("Trinity").

   In addition to the overall condition of the United States economy, the 
volume of Equipment purchased and leased by the Registrant depends upon a 
number of factors, including the demand for Equipment manufactured by 
Trinity, the cost and availability of funds to finance the purchase of 
Equipment, Trinity's decisions to solicit orders for the purchase or lease 
of Equipment and factors which may affect the decisions of Trinity's 
customers to purchase or lease Equipment.

   Both the decision by Trinity regarding whether to solicit orders from 
customers for the purchase or lease of Equipment and the customer's 
decision regarding whether to buy or lease the Equipment are influenced by 
the relative abilities of Trinity (on a total enterprise basis) and the 
customer to realize the benefit of accelerated tax depreciation associated 
with ownership of the Equipment.  The decision is also influenced by the 
relative costs of funds to Trinity (on a total enterprise basis) and to the 
customer to finance the purchase of the Equipment and the relative 
perceptions by Trinity and the customer of the residual value of the 
Equipment at the end of the lease term.

   Other significant factors which may affect the decision of Trinity's 
customers whether to lease or buy Equipment include the willingness of the 
customer to commit its resources to finance the acquisition of the 
Equipment and whether the customer expects that its need for the Equipment 
will be short-term or long-term, which may be affected by the nature of its 
industry.

   Additional information concerning the Registrant's business and 
financial information about industry segments is contained in this report 
under Item 7 "Management's Discussion and Analysis of Financial Condition 
and Results of Operations" on pages 5 through 7 and in the Financial 
Statements and Notes to Financial Statements on pages 9 through 14.

   Types of Leases.  The Registrant primarily enters into operating 
leases.  The Registrant records its cost as an investment in the Equipment 
leased.  Depreciation expense is provided for financial reporting purposes 
on the straight-line method over the estimated useful life of the 
Equipment.  For federal income tax purposes, depreciation expense is 
provided using accelerated methods.

   Operating leases may be either "full service" or "net" leases.  Under 
full service leases, the Registrant is responsible for the maintenance and 
repair of the Equipment, modifications required to meet governmental or 
industry safety or other standards, the costs of insuring the Equipment, 
and ad valorem and other taxes.  Under full service leases, the Registrant 
bears the risk of an uninsured loss of the Equipment.  Under net leases, 
these matters are the responsibility of the lessee.

   Railcar Leasing.  The Registrant's railcars are leased to industrial 
companies in the petroleum, chemical, grain, food processing, fertilizer, 
coal, plastic pellet, and other industries which supply their own railcars 
to the railroads.  The practice of United States railroads using 
privately-owned railcars developed because many types of commodity 
shipments were best handled in specialized railcars.  The railroads either 
did not or were not in a position to supply these specialized railcars to 
shippers, and railcar leasing companies have come into existence as a 
result.  Federal laws and regulations provide that it is the duty of common 
carrier railroads to furnish such railcars as may be reasonably necessary 
for the transportation of all commodities they hold themselves out as 
carrying, except that they have no obligation to supply tank railcars and 
no right to exclude tank railcars provided to shippers for loading on the 
railroads' lines.  Railroads also have the exclusive right to furnish 
railcars other than tank railcars.  Use of other privately-owned railcars 
is, therefore, optional with the railroads, and they are not required to 
use them if they are able to furnish railcars of their own.  The approval 
of the railroad on which privately-owned railcars (other than tank 
railcars) are to be used is required before such railcars may be placed in 
service or assigned to handle traffic.  The approval, known as OT-5, is 
obtained fairly easily in periods of railcar shortages, but in periods of 
oversupply, railroads may cancel OT-5 approvals or decline to grant new 
approvals.

<TABLE>
   The number of railcars purchased in each of the last five fiscal years 
and all railcars purchased as a group prior to fiscal 1993 with the 
remaining economic life of the railcars in the lease fleet are detailed 
below.  The remaining economic life for railcars purchased prior to fiscal 
1993 is based on a weighted average.  Some prior year totals have been 
adjusted to more accurately reflect amounts presented in the fiscal 1997 
report.                                                                                
<CAPTION>                                                          Prior to
           Year of purchase       1997   1996   1995   1994   1993   1993   
<S>                              <C>     <C>    <C>    <C>    <C>    <C>
     Tank Cars                     283    171    177    150    600   2,423
     Remaining economic life        30     29     28     27     26      21

     Hopper Cars                 1,581    882    110    169    266     429 
     Remaining economic life        25     24     23     22     21      19

</TABLE> 

   The terms of the Registrant's railcar leases predominantly vary from one
to fifteen years and provide for fixed monthly rentals, with an additional
mileage charge when usage exceeds a specified maximum. The  average 
remaining lease term for the fleet is approximately 5.4 years.  Under full
service leases, if the Registrant makes a modification required by 
governmental or industry standards, the monthly car rental is increased 
on the basis of a prescribed formula.

   The Registrant has the responsibility for maintaining its railcars in 
good condition and repair in accordance with the interchange rules of the 
Association of American Railroads ("AAR").  The AAR rules governing 
railroad equipment require the railroads to be responsible for the 
condition of railcars traveling on their lines and, accordingly, the 
railroads are entitled to make all repairs on such railcars. The cost of 
repairs is governed by AAR guidelines.  Although most railroads generally 
have the capability to make repairs, they usually prefer to limit their 
involvement to routine maintenance.  If a railroad chooses not to repair a 
car, the Registrant is notified and makes arrangements for one of its 
facilities or another private maintenance facility to perform the necessary 
repairs.  Written estimates are required from all repair facilities prior 
to the repair being performed.

   Maintenance and repair of new railcars are normally minor in nature and 
cost.  Typical repairs include replacement of brake shoes, repairs of 
safety equipment, testing of air brake equipment and replacement of 
wheels.  As the railcars age, the frequency of repair and maintenance and 
the associated expenses normally increase.  Most maintenance and repair 
expenses are a result of a combination of circumstances, including the 
number of miles traveled, condition of railroad tracks traveled, condition 
of the roadbed, terrain traveled, weight, nature and balance of cargo, 
train handling (including speed and coupling procedures) and loading and 
unloading methods.  As the railcars age, increased maintenance and repair 
expenses may have an effect on the Registrant's results of operations.

      Marketing.  The Registrant generates its railcar leases through 
employees of Trinity who are employed to sell or lease railcars.  Proposals 
are submitted to prospective customers on a basis which permits the 
customer to either purchase or lease the railcars.

   In addition to the railcar marketing personnel, Trinity employs customer 
service, fleet management and accounting personnel on behalf of the 
Registrant.

   Competition.  The businesses in which the Registrant is engaged are 
highly competitive, and there are a number of well-established companies 
which actively compete with the Registrant in the business of owning and 
leasing railcars.  There are also a number of banks, investment 
partnerships and other financial institutions which compete with the 
Registrant in railcar leasing.  The principal competitive factors in 
leasing railcars include price and other terms of the lease, proximity of 
the manufacturing plant to the customer's loading point, quality of 
equipment, and delivery time.  

   Regulations.  The Registrant is not a common carrier and is not subject 
to the comprehensive federal and state regulation of common carriers as to 
rates and other matters.  There are certain areas, however, in which the 
Registrant's operations are or can be affected by governmental regulation 
and by rules adopted as standards by the railroad industry.

   To be eligible for operation on United States railroads, all railroad 
freight railcars must be built to meet construction specifications and 
standards of the AAR.  In addition, all such railcars must meet certain 
federal regulations with respect to safety appliances and features which 
are promulgated and administered by the U.S. Department of Transportation 
("DOT").  The manufacturer is obligated to make sure that its railcars meet 
such requirements.

   Operation of freight railcars in railroad interchange service is subject 
to the AAR Interchange Rules. These rules prescribe mechanical, maintenance 
and related standards and provide a method for placing responsibility for 
maintenance and repair on all railcars operated in interchange between 
railroads. Under its full-service leases, the Registrant is responsible for 
meeting the maintenance and repair standards of the AAR Interchange Rules.

   Operation and maintenance of freight railcars are also subject to 
federal regulation by DOT under the Federal Railroad Safety Act.  DOT may 
periodically require modifications to existing railcars for safety reasons.

   Relationship of the Registrant with Trinity.  The Registrant's business 
consists principally of leasing Equipment purchased from Trinity.  Such 
Equipment is purchased at prices comparable to the prices for Equipment 
sold by Trinity to third parties.  The determination of the price to be 
paid to Trinity is made by the Registrant's officers, all of whom are also 
officers of Trinity.

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

   Trinity has entered into an agreement (the "Fixed Charges Coverage 
Agreement") with the Registrant whereby Trinity is obligated to make such 
payments to the Registrant as may be required to maintain the Registrant's 
net earnings available for fixed charges (as defined) at an amount equal to 
not less than one and one-half times the fixed charges (as defined) of the 
Registrant.  The Fixed Charges Coverage Agreement will terminate in 
accordance with its terms at such time as the Registrant shall have 
delivered a certificate of its certified public accountants demonstrating 
that net earnings available for fixed charges, without considering any 
payments by Trinity, have been not less than 1.5 times fixed charges in 
each of the five then most recently completed fiscal years; provided that 
the Registrant and Trinity may agree in connection with "Future Financing 
Agreements" to maintain the Fixed Charges Coverage Agreement in force and 
effect during the term of such "Future Financing Agreements." The Fixed 
Charges Coverage Agreement also provides that neither Trinity nor the 
Registrant will amend, modify or terminate or waive the observance of the 
Fixed Charges Coverage Agreement without the prior written consent of the 
holder of  at least the requisite percentage of "Benefitted Holders" under 
"Future Financing Agreements".  The Fixed Charges Coverage Agreement 
further provides that  the holders of any other indebtedness incurred by 
the Registrant under any agreement designated by the Registrant as a 
"Future Financing Agreement" may be designated, with the acceptance of 
Trinity, "Benefitted Holders".  Any Benefitted Holder may enforce the Fixed 
Charges Coverage Agreement directly against Trinity.

   The holders of the 11.55% Equipment Trust Certificates due November 30, 
1997, the holders of the 8.75% Equipment Trust Certificates due March 31, 
1999, the holders of 10.25% Equipment Trust Certificates due January 31, 
2000, the holders of the 10.2% Equipment Trust Certificates due October 31, 
1998, the holders of the 9.44% Equipment Trust Certificates due September 
3, 2001, the holders of the 8.24% Equipment Trust Certificates due June 30, 
2002, the holders of the 7.65% Equipment Trust Certificates due December 
31, 2002, the holders of the 6.96% Equipment Trust Certificates due June 
24, 2003, the Trustee in the Leveraged Lease financing dated as of April 1, 
1985, and Greyhound Leasing and Financial Corp. and CIT Group/Equipment 
Financing, Inc. (Lessors in two investment leases) and Pitney Bowes Credit 
Corp. (Lessor in three investment leases) have been designated "Benefitted 
Holders," and the requisite percentage of the holders of such Certificates 
for the aforementioned consent is 66 2/3%.  

   Under a tax allocation agreement between Trinity and its subsidiaries, a 
consolidated federal income tax return is filed by the group, and it is 
agreed that each subsidiary will pay to Trinity an amount equal to its 
proportionate share of the consolidated federal income tax liability of the 
group, but not in excess of the amount that the subsidiary would pay if it 
were filing a separate federal income tax return. Similarly, if there is a 
tax benefit by virtue of a net operating loss, the entity to which such 
benefit is attributable is entitled to receive from all the other entities 
payment of an amount equal to the tax benefit within 90 days after the end 
of the applicable taxable year.  Additionally, if Trinity is not able to 
fully recognize the benefit of a consolidated net operating loss, each 
entity contributing to the net operating loss will receive its 
proportionate share of the tax benefit recognized by Trinity.

   The Registrant has an arrangement with Trinity whereby it pays Trinity 
for furnishing certain staff functions, including financial and data 
processing services.  In addition, marketing and primary administration are 
provided by employees of Trinity.  Such payments are based on Trinity's 
cost of providing such services, including allocation of overhead.

   Employees.  At March 31, 1997, approximately 25 persons participated in 
the Registrant's operations, all of whom were employees of Trinity.


Item 2.  Properties.

   The Registrant owns no significant physical properties other than the 
Equipment it leases.  All office space and equipment necessary to the 
Registrant's business are provided by Trinity.


Item 3.  Legal Proceedings.

   The Registrant is involved in various 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 
financial position or results of operations.

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 1997.


                                  PART II

Item 5.  Market for the Registrant's Common Stock and Related Stockholder 
         Matters.

   All of the issued and outstanding shares of common stock of the 
Registrant are owned by Trinity Industries, Inc. and are not traded on any 
exchange or otherwise.  No dividends were declared or paid during the last 
two fiscal years.

<TABLE>
Item 6.  Selected Financial Data.
          (in millions)
<CAPTION>       
                                               Year Ended March 31
                                   1997      1996     1995     1994     1993    
<S>                               <C>       <C>      <C>      <C>      <C> 
Operating results:
  Revenues. . . . . . . . . . . . $106.1    $135.4   $156.9   $104.6   $ 79.6  
  Income maintenance fees
   from Trinity . . . . . . . . . $  -      $  -     $  -     $   -    $  1.4    
  Net income. . . . . . . . . . . $ 17.7    $ 20.7   $ 20.8   $ 19.1   $ 11.7   
 At year-end:
  Total assets. . . . . . . . . . $437.1    $442.7   $471.9   $495.1   $490.6    
 Total long-term debt
   and obligation under
   capital lease. . . . . . . . . $143.4    $168.8   $205.2   $236.0   $244.0    
</TABLE>

Item 7.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations.

   Financial Condition.  The increase in  Equipment on Lease  at March 31, 
1997 compared to March 31, 1996 is the result of the purchase of 1,864 
railcars, partially offset by the sale or destruction of 1,081 railcars.  
The railcars sold were older cars with an average age of approximately 7.7  
years.  The decrease in 'Note receivable from Trinity' at March 31, 1997 
compared to March 31, 1996 is due principally to equipment purchases and 
debt  payments partially offset by proceeds from railcar sales. The 
decrease in 'Long-term debt' at March 31, 1997 compared to March 31, 1996 
is due to scheduled principal payments.

   Operations.  The decrease in revenues in fiscal 1997 compared to fiscal 
1996 is due principally to higher levels of sales of selected railcar types 
previously held for lease in fiscal 1996.  The decrease in revenues in 
fiscal 1996 compared to fiscal 1995 is due principally to the sale of the 
barge fleet in fiscal 1995.   Changes in operating profit were caused by 
the same factors.

   Revenue data on the average number of railcars and barges owned during 
the last five fiscal years is shown below.  Revenue data below excludes 
proceeds from the sale of railcars and barges, and lease revenues from 
railcars not owned by the Registrant.

                                            Year Ended March 31
                               1997      1996      1995      1994     1993    
  
Average railcars owned         6,683    6,582     7,783     8,589     8,064
Average revenue per railcar   $7,018   $6,898    $6,412    $6,578    $6,164  

Average barges owned             -        -         219       219       220
Average revenue per barge    $   -    $   -     $92,817   $84,475  $102,272  
    

  Interest income decreased in fiscal 1997 compared to fiscal 1996 due to a 
decrease in the average outstanding Note Receivable from Trinity.  Interest 
income increased in fiscal 1996 compared to fiscal 1995 due to increase in 
the average outstanding Note Receivable from Trinity.        The provision 
for income taxes was 35.0% in fiscal years 1997,  1996, and 1995.  (See 
Income Taxes in Notes to Financial Statements).     Liquidity and Financial 
Resources.  Liquidity for the leasing business differs significantly from 
that of industrial companies.  Inflows of cash including lease and rental 
revenue, investment income and other income, and outflows of cash, 
including interest, maintenance, insurance and other operating expenses are 
reasonably determinable.  Generally, excluding acquisition of Equipment for 
lease, sufficient funds are generated from operations to meet liquidity 
requirements.  Sources of funds are principally from operations, borrowings 
and when required, quarterly payments from Trinity under the Fixed Charges 
Coverage Agreement.  To the extent that funds generated from operations 
cannot provide adequate funds for investment in new assets for lease 
objectives or the timing of funds cannot be satisfactorily matched, 
external short-term or long-term financing may be required.  In fiscal 
1997, the combination of net cash provided by operating activities ($32.5 
million) and net cash provided by financing activities ($39.7 million) were 
required to fund investing activities  ($77.4 million).  Short-term 
financing for working capital and to temporarily finance additional 
Equipment purchases is generally available from Trinity or from lines of 
credit from banks.  Capital resources represent those funds available for 
long- term financing and major business commitments of the Registrant.  For 
a leasing company, the capital assets available for lease are the principal 
resource of the business.  For a leasing company to expand and grow, it is 
necessary to purchase additional capital assets. 

  The average age of the Registrant's railcar fleet is approximately 4.2 
years.  The average economic life of the fleet is expected to be twenty 
five to thirty years.  As the railcars age, increased maintenance and 
repair expenses may have an effect on the Registrant's results of 
operations. Capital expenditures for fiscal 1997 were $129.0 million.  
Capital expenditures projected for fiscal 1998 are approximately $64.3 
million.  Long-term financing needs have been and are expected to be met 
through the issuance of equipment trust certificates, and from time to 
time, the public offering of debt securities.

   The volume of Equipment purchased and leased by the Registrant is 
affected by the ability of the Registrant to obtain long-term external 
financing at satisfactory rates and on satisfactory terms and conditions.  
If the Registrant is unable to obtain satisfactory long-term financing from 
third parties, it is likely that the only other source of external funds 
available to the Registrant would be borrowings from Trinity.  The 
Registrant was formed in large part to provide a vehicle to obtain 
financing for the lease of Equipment independent of Trinity.  The need for 
Trinity to finance the Registrant's acquisition of Equipment may make it 
less desirable for Trinity to offer its customers the option of leasing 
rather than purchasing Equipment, and it may be expected that Trinity will 
be willing to provide only a limited amount of funds to the Registrant to 
meet the Registrant's financing requirements, except on an interim basis.  
The Registrant's results of operations in future periods will be affected 
by the volume of Equipment purchased and leased.

   Inflation.  Changes in price levels did not significantly affect the 
               Registrant's operation in fiscal 1997, 1996, or 1995.

Item 8.  Financial Statements and Supplementary Data.
                                                                  Page
Report of independent auditors. . . . . . . . . . . . .            8
Balance sheets. . . . . . . . . . . . . . . . . . . . .            9
Statements of income and retained earnings . .  . . . .           10
Statements of cash flows. . . . . . . . . . . . . . . .           11
Notes to financial statements . . . . . . . . . . . . .           12

                       Report of Independent Auditors


Board of Directors
Trinity Industries Leasing Company

We have audited the accompanying balance sheets of Trinity Industries 
Leasing Company as of March 31, 1997 and 1996, and the related statements 
of income and retained earnings and cash flows for each of the three years 
in the period ended March 31, 1997.  These financial statements are the 
responsibility of the Company's management.  Our responsibility is to 
express an opinion on these financial statements  based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free 
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation.  We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, 
in all material respects, the financial position of Trinity Industries 
Leasing Company as of March 31, 1997 and 1996, and the results of its 
operations and its cash flows for each of the three years in the period 
ended March 31, 1997, in conformity with generally accepted accounting 
principles.  




                                                        ERNST & YOUNG LLP

Dallas, Texas
May 6, 1997

                   Trinity Industries Leasing Company
                             Balance Sheets
                     (in millions except share data)

                                                   March 31
                                                1997      1996 
Assets

Cash and cash equivalents. . . . . . . . . .   $  0.1    $  5.3  

Note receivable from Trinity . . . . . . . .     43.4     108.5  

Equipment on lease (predominantly
 long-term), at cost . . . . . . . . . . . .    454.1     391.6     

Less accumulated depreciation. . . . . . . .    (70.6)    (70.2)   

Other assets . . . . . . . . . . . . . . . .     10.1       7.5  
                                               $437.1    $442.7  



Liabilities and Stockholder's Equity

Accounts payable and accrued liabilities . .   $  8.8    $  9.7  

Long-term debt . . . . . . . . . . . . . . .    143.4     168.8  

Deferred federal income tax. . . . . . . . .     68.4      64.9  

Other liabilities. . . . . . . . . . . . . .      2.4       2.9  
                                                223.0     246.3
Stockholder's equity:                                                     
 Common stock $1.00 par; authorized
  10,000 shares; issued 1,000 
  shares at March 31, 1997 and
  1996, respectively . . . . . . . . . . . .      -         -    

  Additional paid-in capital . . . . . . . .     19.3      19.3    
  Retained earnings. . . . . . . . . . . . .    194.8     177.1
                                                214.1     196.4  
                                               $437.1    $442.7  

 
See accompanying notes to financial statements.


                    Trinity Industries Leasing Company
                           Statements of Income
                           and Retained Earnings
                               (in millions)
  
                                           Year Ended March 31
                                           1997   1996    1995 
  
Revenues  . . . . . . . . . . . . . . .   $106.1 $135.4  $156.9  

Cost of revenues  . . . . . . . . . . .     69.6   94.4   112.2    

Operating profit. . . . . . . . . . . .     36.5   41.0    44.7     

Other (income)expenses:
 Interest income (including $6.9,$11.2,                              
  and $8.1 from Trinity in 1997, 1996, 
  and 1995, respectively) . . . . . . .     (7.3) (11.4)   (8.2)
 Interest expense . . . . . . . . . . .     14.6   17.6    21.1
 Other, net . . . . . . . . . . . . . .      1.9    2.9    (0.2)  
                                             9.2    9.1    12.7    

Income before income taxes. . . . . . .     27.3   31.9    32.0    

Provision (benefit) for income taxes:
 Current. . . . . . . . . . . . . . . .      6.0   24.6    28.7   
 Deferred . . . . . . . . . . . . . . .      3.6  (13.4)  (17.5)       
                                             9.6   11.2    11.2
                           
Net income  . . . . . . . . . . . . . .     17.7   20.7    20.8    

Retained earnings at beginning of year.    177.1  156.4   135.6  

Retained earnings at end of year. . . .   $194.8 $177.1  $156.4 


See accompanying notes to financial statements. 


                   Trinity Industries Leasing Company
                         Statements of Cash Flows
                               (in millions)

                                           Year Ended March 31
                                           1997    1996    1995  
Cash flows from operating activities:
 Net income . . . . . . . . . . . . . .   $ 17.7  $ 20.7  $ 20.8
  Adjustments to reconcile net income
   to net cash provided by operating
   activities:
    Depreciation and amortization . . .     18.8    18.1    21.1
    Deferred provision (benefit) for
     federal income tax . . . . . . . .      3.6   (13.4)  (17.5)
    Gain on sale of equipment . . . . .     (4.7)  (10.2)   (8.1)
    Other . . . . . . . . . . . . . . .      1.1     1.1     0.1
    Changes in assets and liabilities:
     (Increase) decrease in other 
       assets . . . . . . . . . . . . .     (2.6)   (1.2)    1.7
     Increase (decrease) in accounts
      payable and accrued liabilities .     (0.9)    0.7     5.1
     Decrease in other liabilities. . .     (0.5)   (0.9)   (0.7)
       Total adjustments. . . . . . . .     14.8    (5.8)    1.7
    Net cash provided by operating
     activities . . . . . . . . . . . .     32.5    14.9    22.5

Cash flows from investing activities:
 Proceeds from sale of equipment. . . .     51.6    91.3    76.1
 Capital expenditures . . . . . . . . .   (129.0)  (86.1)  (28.7)
    Net cash provided (required) by                                         
     investing activities     . . . . .    (77.4)    5.2    47.4

Cash flows from financing activities:
 (Increase) decrease in note receivable
  from Trinity. . . . . . . . . . . . .     65.1    21.4   (39.1)
 Payments to retire long-term debt. . .    (24.4)  (35.5)  (29.9)
 Decrease in long-term obligation
  under capital lease . . . . . . . . .     (1.0)   (0.9)   (0.9)
    Net cash provided (required)
     by financing activities. . . . . .     39.7   (15.0)  (69.9)  

Net increase (decrease) in
 cash and cash equivalents  . . . . . .     (5.2)    5.1      -

Cash and cash equivalents at 
 beginning of year. . . . . . . . . . .      5.3     0.2     0.2

Cash and cash equivalents at
 end of year. . . . . . . . . . . . . .   $  0.1  $  5.3  $  0.2

See accompanying notes to financial statements.


                     Trinity Industries Leasing Company
                       Notes to Financial Statements
                        March 31, 1997, 1996, 1995

Summary of Significant Accounting Policies and Basis of Presentation 
(in millions)

   The Registrant purchases equipment manufactured by Trinity, of which the 
Registrant is a wholly- owned subsidiary, at market prices and leases the 
equipment to third parties.  In addition, Trinity performs certain repairs 
and maintenance for the Registrant's equipment on lease.  Costs and 
expenses include amounts paid or accrued to Trinity for repairs and 
maintenance of $0.2, $0.9,  and $0.9,  in fiscal 1997, 1996 and 1995, 
respectively.  As described further in Income Taxes and Long-Term Debt, the 
Registrant has transactions with Trinity which are recorded on the bases 
determined by the parties.

   For purposes of the Statement of Cash Flows, the Registrant considers 
all highly liquid debt instruments purchased with a maturity of three 
months or less to be cash equivalents.

  The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the 
financial statements and the reported amounts of revenues and expenses 
during the reporting period.  Actual results could differ from these 
estimates.

   The Registrant enters into predominantly long-term lease contracts with 
third parties wherein the equipment is leased for a specified type of 
service over the term of the contract.  The Registrant primarily enters 
into operating leases.  Generally, lease contracts have terms of one to 
fifteen years. Future minimum rentals on operating leases in each of the 
following five fiscal years are approximately $59.1 in 1998, $49.4 in 1999, 
$41.7 in 2000, $34.3 in 2001,$29.7 in 2002 and $120.1 in the aggregate.  

   The Registrant has future lease commitments of approximately $7.7 in 
1998, $7.5 in 1999, $8.2 in fiscal 2000 and 2001, $7.9 in 2002 and $71.1  
in the aggregate under six operating leases and one capital lease.  The 
railcars are leased by the Registrant to established lessees under normal 
leasing arrangements.

   Depreciation expense is provided for financial reporting by the 
straight-line method over the estimated useful lives of the assets ranging 
from twenty five to thirty years.  For federal income tax purposes, 
depreciation expense is provided using accelerated methods.  Ordinary 
maintenance and repairs are charged to expense in the period incurred.

  Under arrangements between the Registrant and Trinity, Trinity provides 
to or receives from the Registrant financing, with interest at market 
rates. The note receivable from Trinity is dated March 1, 1994 and will 
mature in fiscal 2001.  The interest rate on the note at March 31, 1997 is 
currently 7.50 percent.  The note is not collateralized.

   In fiscal 1997, the Registrant adopted Statement of Financial Accounting 
Standards No. 121,  Accounting for the Impairment of Long-Lived Assets and 
for Long-Lived Assets to be Disposed of, which did not have a material 
impact on the assets of the Registrant.

    Certain reclassifications have been made to prior year statements to 
conform to the current year presentation.


Income Taxes
(in millions)

   The Registrant is included in the consolidated federal income tax return 
of Trinity.  Trinity reimburses or charges the Registrant for current 
income tax benefits or expenses incurred from inclusion of the Registrant 
in Trinity's consolidated federal income tax return.  The provision for 
income taxes reflected in the Statement of Income and Retained Earnings 
approximates the provision as if calculated on a separate return basis.  
Deferred taxes are provided for temporary differences, principally 
depreciation, between financial and tax reporting. 

   The net deferred tax liability at March 31, 1997  is $68.4 million and 
is comprised primarily of tax over book depreciation.  All other items are 
not material.

<TABLE>
Long-term Debt 
(in millions)
<CAPTION>       
                                                                  March 31
                                                               1997      1996 
<S>                                                           <C>       <C> 
6.96 - 11.55 percent equipment trust certificates to 
institutional investors, generally payable in semi-annual 
installments of varying amounts through 2003 . . . . . . . .  $133.8    $158.1

Other. . . .  . . . . . . . .  . . . . . . . . . . . . . . .     9.6      10.7
         
                                                              $143.4    $168.8
</TABLE>

   The equipment trust agreements contain provisions which, among other 
things, prohibit the Registrant from incurring funded indebtedness, as 
defined, if, after giving effect to the funded indebtedness proposed, the 
total funded indebtedness of the Registrant would then exceed eighty 
percent of the total capitalization, as defined, of the Registrant.  Titles 
to railcars with a cost of $303.8 at March 31, 1997 have been assigned for 
the life of the respective equipment trusts to the trustees of the 
equipment trusts.  Leases relating to such railcars financed by equipment 
trust certificates have been assigned as collateral.

   Trinity is required to pay fees to the Registrant quarterly to maintain 
net earnings, as defined, at specified levels.  

   Interest of $15.0, $18.3, and $21.6  was paid by the Registrant in 
fiscal 1997, 1996, and 1995, respectively.

  Principal payments due during each of the next five fiscal years are:   
1998 - $26.3; 1999 - $26.1; 2000 - $23.9; 2001 - $23.1; and 2002 - $23.8.

   The fair value of non-traded, fixed rate outstanding debt, estimated 
using discounted cash flow analysis, approximates its carrying value.

Segment Information

   The Registrant is engaged in the business of (1) leasing specialized 
types of railcars ("Railcar Leasing");  and (2) the leasing of liquefied 
petroleum gas ("LPG") tanks.  The revenues and profits from LPG tank leases 
are not significant to the operations of the Registrant and are included in 
the Railcar Leasing segment for reporting purposes. Corporate assets 
consist primarily of cash and cash equivalents and note receivable from 
Trinity.

  The Railcar operations include revenues from one customer which accounted 
for 50% of consolidated revenues in fiscal 1996.


   Financial information for these segments is summarized in the following 
table.  The Registrant operates principally in the continental United 
States.

Segments of Business           Railcar           Corporate
(in millions)                  Leasing             Items   Total 
Year ended March 31, 1997
Revenues . . . . . . . . . . . $106.1                -     106.1  
Operating profit . . . . . . . $ 36.5                -      36.5  
Identifiable assets. . . . . . $375.7               61.4   437.1  
Depreciation . . . . . . . . . $ 18.8                -      18.8  
Additions (net) to equipment . $ 82.0                -      82.0 
                                                                 

Segments of Business           Railcar           Corporate
(in millions)                  Leasing             Items   Total 
Year ended March 31, 1996
Revenues . . . . . . . . . . . $135.4                -     135.4  
Operating profit . . . . . . . $ 41.0                -      41.0  
Identifiable assets. . . . . . $312.5              130.2   442.7  
Depreciation . . . . . . . . . $ 18.1                -      18.1  
Additions (net) to equipment . $  4.7                -       4.7  
                                                                 

Segments of Business           Railcar   Barge    Corporate
(in millions)                  Leasing Operations   Items   Total 
Year ended March 31, 1995
Revenues . . . . . . . . . . . $104.8     52.1       -     156.9  
Operating profit . . . . . . . $ 41.5      3.2       -      44.7  
Identifiable assets. . . . . . $325.5      -       146.4   471.9  
Depreciation . . . . . . . . . $ 18.1      2.1       -      20.2  
Additions (net) to equipment . $ (8.6)   (30.7)      -     (39.3)  
                                                                 


Item  9.  Disagreements on Accounting Financial Disclosure.

   No disclosure required.


Subsequent Event

   The Registrant filed Form 15 with the Securities and Exchange Commission 
to terminate its registration.


                                 PART III

Item 10.  Directors and Executive Officers of the Registrant.


   The Registrant has three directors, all of whom are also executive 
officers of the Registrant.  Mr. W. Ray Wallace became director at the time 
of the organization of the Registrant.  Mr. F. Dean Phelps, Jr. became a 
director on May 31, 1986.  Mr. John T. Sanford became a director in 
February 1996.

   The following table sets forth the names and ages of, and the positions 
and offices with the Registrant presently held by, all executive officers 
of the Registrant:


     Name           Age      Office        Principal Occupation

W. Ray Wallace      74     President &     President and Chief 
                           Director        Executive Officer of
                                           Trinity since 1958


John T. Sanford     45     Senior Vice     Executive Vice President, 
                           President and   Senior Vice President or
                           Director        Group Vice President of
                                           Trinity since 1993
                                           

F. Dean Phelps, Jr. 53     Vice President  Vice President
                           and Director    or Controller of
                                           Trinity since 1979

John M. Lee         36     Vice President  Vice President of
                                           Trinity since 1994 

Neil O. Shoop       53     Treasurer       Treasurer                           
                                           or Assistant Treasurer              
                                           of Trinity since 1979

J. J. French, Jr.   66     Secretary       Attorney, Joe French &
                                           Associates (a Professional 
                                           Corporation)

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. French, an attorney, is President of Joe French & Associates (a 
Professional Corporation).  For at least five years prior thereto, Mr. 
French was employed by Locke Purnell Rain Harrell (a Professional 
Corporation). <PAGE>
Item 11.  Executive Compensation.

   All of the officers and directors of the Registrant are employees of 
Trinity except Mr. French, an attorney who is President of Joe French & 
Associates (A Professional Corporation).  The Registrant does not pay 
remuneration and/or provide other benefits to its officers and directors in 
addition to the remuneration and benefits they receive from Trinity.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

   The Registrant is a wholly-owned subsidiary of Trinity.  No officers or 
directors of the Registrant have beneficial ownership of the common stock 
nor an option or other right to acquire the common stock of the Registrant.

Item 13.  Certain Relationships and Related Transactions.

   Mr. J. J. French, Jr., Secretary of the Registrant, is President and 
Owner of Joe French & Associates (a Professional 
Corporation).                                                        

                                  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 listed in the 
               accompanying index to financial statements 
               are filed as part of this annual report.

               3        Exhibits.

               The exhibits listed on the accompanying index 
               to exhibits are filed as part of this annual report.

          (b) Reports on Form 8-K

               No Form 8-K was filed during the fourth
               quarter of fiscal 1997.



                    Trinity Industries Leasing Company
                       Index to Financial Statements
                               (Item 14(a))

                                                                       Page

Balance sheets at March 31, 1997 and 1996  . . . . . . . .               9 

For each of the three years in the period ended 
 March 31, 1997:
 Statements of income and retained earnings  . . . . . . .              10 
 Statements of cash flows  . . . . . . . . . . . . . . . .              11 
 Notes to financial statements . . . . . . . . . . . . . .              12 
    

    All other schedules are omitted since the required information is not 
present or is not present in amounts sufficient to require submission of 
the schedule or because the information required is
included in the financial statements and notes thereto.
<PAGE>
                    Trinity Industries Leasing Company
                             Index to Exhibits
                               (Item 14(a))

  NO.                     DESCRIPTION                         PAGE
 (3.1)      Articles of Incorporation of Registrant
         (incorporated by reference to Exhibit 3.1
         to Registration Statement No. 2-70378 filed 
         January 29, 1981).                                    *

 (3.2)      By-Laws of Registrant (incorporated by 
         reference to Exhibit 3.2 to Registration
         Statement No. 2-70378 filed January 29, 1981).        *

 (10.1)     Fixed Charges Coverage Agreement dated as
         of January 15, 1980, between Registrant and
         Trinity Industries, Inc. (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
         Trinity Industries, Inc. (incorporated by
         reference to Exhibit 10.2 to Registration
         Statement No. 2-70378 filed January 29,
         1981).                                                *


                                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 Leasing Company
Registrant

By:  F. Dean Phelps, Jr.
     F. Dean Phelps, Jr.
     Vice President
     August 18, 1997


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:


    W. Ray Wallace    
    W. Ray Wallace
    President and Director
    Principal Executive Officer
    August 18, 1997

    John T. Sanford    
    John T. Sanford
    Senior Vice President and Director
    Principal Financial Officer
    August 18, 1997

    John M. Lee       
    John M. Lee
    Vice President
    Principal Accounting Officer
    August 18, 1997