AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 1995
    
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                                 SCHEDULE 13E-4
                               (Amendment No. 2)
                         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
                                 APRIL 17, 1995
                      (Date Tender Offer First Published,
                       Sent or Given to Security Holders)


   
     The Issuer Tender Offer Statement on Schedule 13E-4 dated April 17, 1995,
as amended by Amendment No. 1 dated May 3, 1995, 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 $23.00 nor less than $20.00 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 April 17, 1995 and in the related
Letter of Transmittal, is hereby amended to incorporate the information referred
to below.
    
   
ITEM 8. ADDITIONAL INFORMATION
    
   
     Item 8 hereby is amended as follows:
    
   
     The preamble and clause (e) of "Section 7. Certain Conditions of the Offer"
of the Offer to Purchase are hereby amended and restated as follows:
    
   
     "7. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of
the Offer, the Company shall not be required to accept for payment, purchase or
pay for any Shares tendered, and may terminate or amend the Offer or may
postpone the acceptance for payment of, or the purchase of and the payment for
Shares tendered, subject to Rule 13e-4(f) under the Exchange Act, if at any time
on or after April 17, 1995 and prior to the time of payment for any such Shares
(whether any Shares have theretofore been accepted for payment, purchased or
paid for pursuant to the Offer) any of the following events shall have occurred
(or shall have been determined by the Company to have occurred) that, in the
Company's judgment in any such case and regardless of the circumstances giving
rise thereto (including any action or omission to act by the Company), makes it
inadvisable to proceed with the Offer or with such acceptance for payment or
payment:
    
   
                                      ***
    
   
     (e) any change or changes shall have occurred in the business, financial
         condition, assets, income, operations, prospects or stock ownership of
         the Company or its subsidiaries that, in the Company's judgment, is or
         may be material to the Company or its subsidiaries."
    
                                   SIGNATURE
   
     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 to Schedule 13E-4 is
true, complete and correct.

May 11, 1995
    
                                         TREDEGAR INDUSTRIES, INC.
                                         By: /s/ NORMAN A. SCHER
                                           Norman A. Scher
                                           Executive Vice President
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