AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1994

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 13E-4

                               (Amendment No. 1)

                         ISSUER TENDER OFFER STATEMENT
                      (Pursuant to Section 13(e)(1) of the
                        Securities Exchange Act of 1934)

                           TREDEGAR INDUSTRIES, INC.
                                (Name of Issuer)

                           TREDEGAR INDUSTRIES, INC.
                      (Name of Person(s) Filing Statement)

                      COMMON STOCK, NO PAR VALUE PER SHARE
                         (Title of Class of Securities)

                                    89465010
                     (CUSIP Number of Class of Securities)

                             NANCY M. TAYLOR, ESQ.
                        CORPORATE COUNSEL AND SECRETARY
                           TREDEGAR INDUSTRIES, INC.
                             1100 BOULDERS PARKWAY
                            RICHMOND, VIRGINIA 23225
                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications
                  on Behalf of the Person(s) Filing Statement)

                                   COPIES TO:
                          C. PORTER VAUGHAN, III, ESQ.
                               HUNTON & WILLIAMS
                          RIVERFRONT PLAZA, EAST TOWER
                              951 EAST BYRD STREET
                            RICHMOND, VIRGINIA 23219

                               SEPTEMBER 8, 1994
                      (Date Tender Offer First Published,
                       Sent or Given to Security Holders)



     The Issuer Tender Offer Statement on Schedule 13E-4 dated September 8, 1994
relating to the offer by Tredegar Industries, Inc. (the "Company") to purchase
up to 1,000,000 shares of the Company's common stock, no par value per share
(the "Shares") (including the associated Preferred Stock Purchase Rights issued
pursuant to the rights agreement, dated as of June 15, 1989, as amended, between
the Company and the Rights Agent named therein), at per share prices specified
by tendering shareholders not in excess of $19.00 nor less than $17.00 per
Share, in cash, net to the shareholder, upon the terms and subject to the
conditions set forth in the Company's Offer to Purchase dated September 8, 1994
and in the related Letter of Transmittal, is hereby amended to incorporate the
information related in the exhibit referred to below.

Item 9. Material to be filed as Exhibits.

        Item 9 is hereby amended to include the following additional
        exhibits:

(a)(15) Form of Letter to Participants in the Savings Plan for the Employees of
        Tredegar Industries, Inc., dated September 22, 1994, from John D.
        Gottwald, President and Chief Executive Officer of the Company.



                                   SIGNATURE
     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 1 to Schedule 13E-4 is
true, complete and correct.

September 22, 1994

                                       TREDEGAR INDUSTRIES, INC.
                                       By: /s/NORMAN A. SCHER
                                           Norman A. Scher
                                           Executive Vice President


                                 EXHIBIT INDEX

EXHIBIT                                                         SEQUENTIALLY
  NO.                     DESCRIPTION                           NUMBERED PAGE

(a)(15)   Form of Letter to Participants in the Savings Plan
          for the Employees of Tredegar Industries, Inc.,
          dated September 22, 1994, from John D. Gottwald,
          President and Chief Executive Officer of the
          Company.

                           [Tredegar letterhead]

                            September 22, 1994


To Participants in the Savings Plan for
   the Employees of Tredegar Industries, Inc.


     As a participant in Tredegar Industries' Savings Plan, you should have
previously received a package of information regarding the offer by Tredegar
to purchase up to 1,000,000 shares of its common stock (the "Shares") from
existing shareholders.

     The memorandum to Savings Plan participants and election form (the
"Election Form") previously mailed to you indicated the number of Shares
allocated to your Savings Plan accounts as of September 8, 1994, the
commencement date of the offer to purchase.  Since September 8th, additional
shares have been allocated to your Savings Plan accounts.  Enclosed is a
second Election Form that indicates the number of Shares allocated to your
Savings Plan accounts since September 8th.  Please note that the number of
Shares reflected in the enclosed Election Form are in addition to the number
of Shares indicated on the Election Form previously distributed to you.  If
you desire, you may use one Election Form to tender all or any portion of
your Shares held in the Savings Plan, including the Shares allocated since
September 8th.

     In addition to the Election Form, a second copy of the offer to purchase
and the accompanying letter to Savings Plan participants are enclosed.  With
the exception of the number of Shares indicated on the Election Form, these
materials are exactly the same as those sent to you in the prior package.

     Again, if you have any questions regarding the offer to purchase, please
call Georgeson & Company at (800) 223-2064.


                              Sincerely, 

                              (signature)

                              John D. Gottwald
                              President and Chief Executive Officer