Registration No. 33-57268
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________________
TREDEGAR INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
VIRGINIA 54-1497771
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 Boulders Parkway
Richmond, Virginia 23225
(Address of principal executive offices)
__________________________
DIVIDEND REINVESTMENT AND
STOCK PURCHASE PLAN
(Full title of the plan)
__________________________
Steven M. Johnson
Vice President and Secretary
Tredegar Industries, Inc.
1100 Boulders Parkway
Richmond, Virginia 23225
(804) 330-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
C. Porter Vaughan, III, Esq. Nancy M. Taylor, Esq.
Hunton & Williams Tredegar Industries, Inc.
Riverfront Plaza, East Tower 1100 Boulders Parkway
951 East Byrd Street Richmond, Virginia 23225
Richmond, Virginia 23219-4074 804-330-1000
804-788-8200
<PAGE>
The Registration Statement No. 33-57268, filed with the
Securities and Exchange Commission on January 22, 1993, is hereby
amended to adjust the number of shares of Tredegar Industries, Inc.
common stock (the "Common Stock") for the three for two stock split
payable as of January 1, 1996 to shareholders of record at the
close of business on December 8, 1995 (the "Stock Split"). As a
result of the Stock Split, the Registration Statement covers
750,000 shares of Common Stock, 714,606 shares of which remain
available for issuance or purchase under the Dividend Reinvestment
and Stock Purchase Plan.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Tredegar Industries, Inc. certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the County of Chesterfield, Commonwealth of
Virginia, on this 28th day of December, 1995.
TREDEGAR INDUSTRIES, INC.
By * John D. Gottwald
John D. Gottwald, President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on this 28th day of December,
1995.
Signature Title
* John D. Gottwald
(John D. Gottwald) President and Director
(Principal Executive Officer)
* N. A. Scher
(Norman A. Scher) Executive Vice President,
Treasurer and Director
(Principal Financial Officer)
* D. Andrew Edwards
(D. Andrew Edwards) Corporate Controller
(Principal Accounting Officer)
* R. W. Goodrum
(Richard W. Goodrum) Executive Vice President and
Director
(Principal Operating Officer)
* Bruce C. Gottwald
(Bruce C. Gottwald) Director
* Floyd D. Gottwald, Jr.
(Floyd D. Gottwald, Jr.) Director
* Andre B. Lacy
(Andre B. Lacy) Director
* James F. Miller
(James F. Miller) Director
* Emmett J. Rice
(Emmett J. Rice) Director
* W. Thomas Rice
(W. Thomas Rice) Director
*By /s/ Steven M. Johnson
Steven M. Johnson, individually and as attorney-in-fact for
each of the persons indicated.