AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 1995
    
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
   
                                 SCHEDULE 13E-4
                               (Amendment No. 3)
                         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 and Amendment No. 2 dated May
11, 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 included in the exhibit referred to below.
    
   
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
    
   
     Item 9 hereby is amended to include the following additional exhibit:
    
   
     (a)(16) Text of Press Release Issued by the Company, dated May 16, 1995.
    
                                   SIGNATURE
   
     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 3 to Schedule 13E-4 is
true, complete and correct.
    
   
May 16, 1995
    
                                         TREDEGAR INDUSTRIES, INC.
   
                                         By: /s/ MICHAEL W. GIANCASPRO
                                                 Michael W. Giancaspro
                                                 Vice President
    
                                       1

   
                                 EXHIBIT INDEX
    
   
EXHIBIT
  NO.                                              DESCRIPTION
(a)(16)   Text of Press Release issued by the Company, dated May 16, 1995.
    
   

    

   
                                                                 EXHIBIT (A)(16)
    
   
                             FOR IMMEDIATE RELEASE
                      TREDEGAR COMPLETES SELF-TENDER OFFER
    
   
     RICHMOND, Va., May 16, 1995 -- Tredegar Industries (NYSE:TG) announced
that, based on a preliminary count, it expects to purchase 642,912 shares of its
common stock for $23 per share, in accordance with the terms of its "Dutch
auction" self-tender offer. The offer expired May 15 at 5 p.m. EDT. After
purchasing the tendered shares, Tredegar will have 8,409,327 shares of common
stock outstanding.
    
   
     Under a standing authorization from its board of directors, Tredegar may
purchase an additional 1.4 million shares on the open market or in privately
negotiated transactions at prices management deems appropriate.
    
   
     Tredegar originally offered to purchase up to one million of its shares at
prices, specified by shareholders, ranging from $20 to $23 per share.
    
   
     Payment for the shares properly tendered and accepted will be made as soon
as practicable.
    
   
     Tredegar Industries is a diversified manufacturer of plastics and metal
products.