As filed with the Securities and Exchange Commission on September 30, 1999

                                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                              Tredegar Corporation
             (Exact Name of Registrant as Specified in Its Charter)

           VIRGINIA                                       54-1497771
    (State or Other Jurisdiction            (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                              1100 Boulders Parkway
                            Richmond, Virginia 23225
                    (Address of Principal Executive Offices)
                               -------------------

                       AMENDED AND RESTATED INCENTIVE PLAN
                            (Full Title of the Plan)
                               -------------------

                    Norman A. Scher, Executive Vice President
         Nancy M. Taylor, Vice President, General Counsel and Secretary
                              Tredegar Corporation
                              1100 Boulders Parkway
                                    Richmond,
                     (Name and Address of Agent For Service)

                                 (804) 330-1000
          (Telephone Number, Including Area Code, of Agent For Service)

                                 With copies to:

                          C. Porter Vaughan, III, Esq.
                                Hunton & Williams
                              951 East Byrd Street
                            Richmond, Virginia 23219

<TABLE>
                         CALCULATION OF REGISTRATION FEE
<CAPTION>

                                         Proposed             Proposed
 Title of                                Maximum               Maximum
Securities             Amount            Offering             Aggregate                  Amount Of
  To Be                To Be            Price Per              Offering                 Registration
Registered           Registered           Share                 Price                       Fee
- -----------------------------------------------------------------------------------------------------
<S>                  <C>              <C>                  <C>                       <C>
Common Stock         2,857,450(1)     $21.50(1)(2)         $32,410,175.00(1)(2)      $9,010.03(1)
</TABLE>

(1)Pursuant to Rule 429(b) under the Securities Act of 1933, this  registration
statement  covers  1,350,000  shares  of common  stock  registered  pursuant  to
Registration  Statement No. 333-12985 and being carried forward, and for which a
filing fee of $5,227.37 was previously paid.
2)Estimated solely for the purpose of determining the Registration  Fee pursuant
to Rule 457(h) and based on the average of the high and low sale  prices  of the
Common  Stock on the New York Stock Exchange on September 23, 1999.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents filed by Tredegar  Corporation (the "Company")
with the Commission (File No. 1-10258) are incorporated  herein by reference and
made a part hereof:  (i) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998; (ii) the Company's  Quarterly  Report on Form 10-Q
for the quarter ended March 31, 1999;  (iii) the Company's  Quarterly  Report on
Form 10-Q for the quarter ended June 30, 1999; (iv) the Company's Current Report
on Form 8-K, as amended,  filed with the  Commission  on May 25,  1999;  (v) the
Company's  Current Report on Form 8-K, as amended,  filed with the Commission on
June 22,  1999;  (vi) the  Company's  Form 10, as amended,  dated May 17,  1989,
containing a description of the Company's Common Stock (the "Common Stock"); and
(vii) the description of the Preferred Stock Purchase  Rights,  contained in the
Registration  Statement on Form 8-A, filed with the Commission on June 16, 1999,
as amended.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), after the date of this Registration  Statement and prior to the filing of
a post-effective  amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein or in any other  subsequently filed document that is
incorporated by reference herein modifies or supersedes such earlier  statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As  permitted by the Virginia  Stock  Corporation  Act, the Amended and
Restated Articles of Incorporation of the Company (the "Articles") eliminate all
liability of the Company's  directors  and officers for monetary  damages to the
Company  or its  shareholders  except in the event of  willful  misconduct  or a
knowing  violation of the criminal law or any federal or state  securities  law.
The  Articles  also  require  indemnification  of any person  against  liability
incurred in connection  with any proceeding to which that person is made a party
by reason of (i) his service to the Company as a director or officer or (ii) his
service as director, officer, trustee or partner to some other enterprise at the
request of the Company, except in either case in the event of willful misconduct
or a knowing violation of the criminal law.

                                      II-1
<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1      Amended   and   Restated   Articles of  Incorporation  of  the  Company
         (incorporated  herein  by  reference  from Exhibit 3.1 of the Company's
         Annual Report on Form 10-K for the year ended December 31, 1989).

4.1.1    Articles of Amendment to Amended and Restated Articles of Incorporation
         of the Company  (incorporated  herein by reference  from Exhibit 3.1 of
         the Company's  Quarterly Report on Form 10-Q for the quarter ended June
         30, 1998).

4.1.2    Articles of Amendment to Amended and Restated Articles of Incorporation
         of the Company  (incorporated  herein by reference  from Exhibit 3.1 of
         the Company's  Quarterly Report on Form 10-Q for the quarter ended June
         30, 1999).

4.2      Bylaws  of  the  Company (incorporated herein by reference from Exhibit
         3.2 of the Company's  Quarterly  Report  on  Form  10-Q for the quarter
         ended June 30, 1998).

5        Opinion of Hunton & Williams as to the legality of the securities being
         registered.

23.1     Consent of Hunton & Williams (included in the opinion  filed a  Exhibit
         5 to the Registration Statement).

23.2     Consent of PricewaterhouseCoopers LLP

24       Powers of Attorney (contained herein).

99.1     Rights Agreement, dated as of June 30, 1999, by and between the Company
         and American Stock Transfer & Trust Company,  as Rights Agent (filed as
         Exhibit 99.1 to the  Registration  Statement on Form 8-A, as filed with
         the  Securities  and Exchange  Commission on June 16, 1999, as amended,
         and incorporated herein by reference).

99.2     Amended and Restated Incentive Plan


Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

                  1. To file,  during  any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933, as amended (the "Securities Act");

                           (ii)     To reflect in the  prospectus  any  facts or
                                    events arising after the  effective  date of
                                    the  registration  statement  (or  the  most
                                    recent   post-effective  amendment  thereof)
                                    which, individually  or  in  the  aggregate,
                                    represent a fundamental change in the infor-
                                    mation set forth in the registration  state-
                                    ment.  Notwithstanding  the  foregoing,  any
                                    increase or decrease in volume of securities
                                    offered  (if  the  total  dollar  value   of
                                    securities  offered  would  not  exceed that
                                    which was registered) and any deviation from
                                    the low or high end of the estimated maximum
                                    offering range may be reflected in  the form
                                    of   prospectus  filed  with the  Commission
                                    pursuant   to   Rule   424(b)   if,  in  the
                                    aggregate,  the changes  in volume and price
                                    represent  no more than 20 percent change in
                                    the  maximum  aggregate  offering  price set
                                    forth  in  the  "Calculation of Registration
                                    Fee"  table  in  the  effective registration
                                    statement;

                                      II-2
<PAGE>

                           (iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  registration
                                    statement  or any  material  change  to such
                                    information in the registration statement.

                  2. That,  for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  3. To remove from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the registrant  pursuant to the provisions  described  under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such  indemnification  is against  public policy as expressed in the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.


                               POWERS OF ATTORNEY

         Each person whose signature appears below hereby authorizes each of the
agents for service named in the Registration Statement, as attorney-in-fact,  to
sign on his or her behalf  individually and in each capacity stated below and to
file all amendments, including any post-effective amendment, to the Registration
Statement and Tredegar  Corporation  hereby  confers like  authority to sign and
file on its behalf.

                                      II-3

<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the County of  Chesterfield,  Commonwealth of Virginia,  on this
23rd day of August, 1999.

                                             TREDEGAR CORPORATION


                                             By /s/ 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 23rd day of August, 1999.

             Signature                                  Title

 /s/ John D. Gottwald                        President and Director
        (John D. Gottwald)                   (Principal Executive Officer)


 /s/ N. A. Scher                             Executive Vice President, Chief
        (Norman A. Scher)                    Financial  Officer and Director
                                             (Principal Financial Officer)


 /s/ D. Andrew Edwards                       Vice President, Treasurer and
        (D. Andrew Edwards)                  Corporate Controller
                                             (Principal Accounting Officer)


 /s/ Austin Brockenbrough, III               Director
    (Austin Brockenbrough, III)


 /s/ Phyllis Cothran                         Director
         (Phyllis Cothran)


 /s/ Richard W. Goodrum                      Director
       (Richard W. Goodrum)


 /s/ Floyd D. Gottwald, Jr.                  Director
     (Floyd D. Gottwald, Jr.)


 /s/ William M.  Gottwald                    Director
       (William M. Gottwald)

                                      II-4
<PAGE>


 /s/ Richard L. Morrill                      Director
       (Richard L. Morrill)


 /s/ Emmett J. Rice                          Director
         (Emmett J. Rice)


 /s/ Thomas G. Slater, Jr.                   Director
      (Thomas G. Slater, Jr.)

                                      II-5
<PAGE>

                                        EXHIBIT INDEX



 Exhibit No.                          Description

    4.1            Amended and Restated Articles of Incorporation of the Company
                   (incorporated  herein  by  reference  from Exhibit 3.1 of the
                   Company's  Annual  Report  on  Form  10-K for the  year ended
                   December 31, 1989).

    4.1.1          Articles of Amendment  to  Amended  and  Restated Articles of
                   Incorporation  of   the   Company   (incorporated  herein  by
                   reference from Exhibit 3.1 of the Company's Quarterly  Report
                   on Form 10-Q for the quarter ended June 30, 1998).

     4.1.2         Articles  of   Amendment  to Amended and Restated Articles of
                   Incorporation   of   the   Company  (incorporated  herein  by
                   reference from Exhibit 3.1 of the Company's Quarterly  Report
                   on Form 10-Q for the quarter ended June 30, 1999).

     4.2           Bylaws of the Company (incorporated herein by reference  from
                   Exhibit  3.2  of  the Company's Quarterly Report on Form 10-Q
                   for the quarter ended June 30, 1998).

     5             Opinion  of Hunton &  Williams  as  to  the  legality  of the
                   securities being registered.

     23.1          Consent  of  Hunton & Williams (included in the opinion filed
                   as Exhibit 5 to the Registration Statement).

     23.2          Consent of PricewaterhouseCoopers LLP

     24            Powers of Attorney (contained herein).

     99.1          Rights Agreement,  dated as of June 30, 1999, by and  between
                   the Company and American Stock Transfer & Trust  Company,  as
                   Rights  Agent  (filed  as  Exhibit  99.1  to the Registration
                   Statement  on  Form 8-A,  as filed with  the  Securities  and
                   Exchange  Commission on June 16, 1999, as amended, and incor-
                   porated herein by reference).

     99.2          Amended and Restated Incentive Plan
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18896}]
{"company-data": {"conformed-name": "TREDEGAR CORP", "cik": "0000850429", "assigned-sic": "3081", "irs-number": "541497771", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-88177", "film-number": "99721085"}, "business-address": {"street1": "1100 BOULDERS PKWY", "city": "RICHMOND", "state": "VA", "zip": "23225", "phone": "8043301000"}, "former-company": {"former-conformed-name": "TREDEGAR INDUSTRIES INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on September 30, 1999

                                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                              Tredegar Corporation
             (Exact Name of Registrant as Specified in Its Charter)

           VIRGINIA                                       54-1497771
    (State or Other Jurisdiction            (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                              1100 Boulders Parkway
                            Richmond, Virginia 23225
                    (Address of Principal Executive Offices)
                               -------------------

                       AMENDED AND RESTATED INCENTIVE PLAN
                            (Full Title of the Plan)
                               -------------------

                    Norman A. Scher, Executive Vice President
         Nancy M. Taylor, Vice President, General Counsel and Secretary
                              Tredegar Corporation
                              1100 Boulders Parkway
                                    Richmond,
                     (Name and Address of Agent For Service)

                                 (804) 330-1000
          (Telephone Number, Including Area Code, of Agent For Service)

                                 With copies to:

                          C. Porter Vaughan, III, Esq.
                                Hunton & Williams
                              951 East Byrd Street
                            Richmond, Virginia 23219

                         CALCULATION OF REGISTRATION FEE
Proposed             Proposed
 Title of                                Maximum               Maximum
Securities             Amount            Offering             Aggregate                  Amount Of
  To Be                To Be            Price Per              Offering                 Registration
Registered           Registered           Share                 Price                       Fee
- -----------------------------------------------------------------------------------------------------
Common Stock         2,857,450(1)     $21.50(1)(2)         $32,410,175.00(1)(2)      $9,010.03(1)
(1)Pursuant to Rule 429(b) under the Securities Act of 1933, this  registration
statement  covers  1,350,000  shares  of common  stock  registered  pursuant  to
Registration  Statement No. 333-12985 and being carried forward, and for which a
filing fee of $5,227.37 was previously paid.
2)Estimated solely for the purpose of determining the Registration  Fee pursuant
to Rule 457(h) and based on the average of the high and low sale  prices  of the
Common  Stock on the New York Stock Exchange on September 23, 1999.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the  Securities  and Exchange  Commission
(the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents filed by Tredegar  Corporation (the "Company")
with the Commission (File No. 1-10258) are incorporated  herein by reference and
made a part hereof:  (i) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998; (ii) the Company's  Quarterly  Report on Form 10-Q
for the quarter ended March 31, 1999;  (iii) the Company's  Quarterly  Report on
Form 10-Q for the quarter ended June 30, 1999; (iv) the Company's Current Report
on Form 8-K, as amended,  filed with the  Commission  on May 25,  1999;  (v) the
Company's  Current Report on Form 8-K, as amended,  filed with the Commission on
June 22,  1999;  (vi) the  Company's  Form 10, as amended,  dated May 17,  1989,
containing a description of the Company's Common Stock (the "Common Stock"); and
(vii) the description of the Preferred Stock Purchase  Rights,  contained in the
Registration  Statement on Form 8-A, filed with the Commission on June 16, 1999,
as amended.

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), after the date of this Registration  Statement and prior to the filing of
a post-effective  amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining  unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained herein or in any other  subsequently filed document that is
incorporated by reference herein modifies or supersedes such earlier  statement.
Any such statement so modified or superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         As  permitted by the Virginia  Stock  Corporation  Act, the Amended and
Restated Articles of Incorporation of the Company (the "Articles") eliminate all
liability of the Company's  directors  and officers for monetary  damages to the
Company  or its  shareholders  except in the event of  willful  misconduct  or a
knowing  violation of the criminal law or any federal or state  securities  law.
The  Articles  also  require  indemnification  of any person  against  liability
incurred in connection  with any proceeding to which that person is made a party
by reason of (i) his service to the Company as a director or officer or (ii) his
service as director, officer, trustee or partner to some other enterprise at the
request of the Company, except in either case in the event of willful misconduct
or a knowing violation of the criminal law.

                                      II-1
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.

4.1      Amended   and   Restated   Articles of  Incorporation  of  the  Company
         (incorporated  herein  by  reference  from Exhibit 3.1 of the Company's
         Annual Report on Form 10-K for the year ended December 31, 1989).

4.1.1    Articles of Amendment to Amended and Restated Articles of Incorporation
         of the Company  (incorporated  herein by reference  from Exhibit 3.1 of
         the Company's  Quarterly Report on Form 10-Q for the quarter ended June
         30, 1998).

4.1.2    Articles of Amendment to Amended and Restated Articles of Incorporation
         of the Company  (incorporated  herein by reference  from Exhibit 3.1 of
         the Company's  Quarterly Report on Form 10-Q for the quarter ended June
         30, 1999).

4.2      Bylaws  of  the  Company (incorporated herein by reference from Exhibit
         3.2 of the Company's  Quarterly  Report  on  Form  10-Q for the quarter
         ended June 30, 1998).

5        Opinion of Hunton & Williams as to the legality of the securities being
         registered.

23.1     Consent of Hunton & Williams (included in the opinion  filed a  Exhibit
         5 to the Registration Statement).

23.2     Consent of PricewaterhouseCoopers LLP

24       Powers of Attorney (contained herein).

99.1     Rights Agreement, dated as of June 30, 1999, by and between the Company
         and American Stock Transfer & Trust Company,  as Rights Agent (filed as
         Exhibit 99.1 to the  Registration  Statement on Form 8-A, as filed with
         the  Securities  and Exchange  Commission on June 16, 1999, as amended,
         and incorporated herein by reference).

99.2     Amended and Restated Incentive Plan

Item 9.  Undertakings

         (a)      The undersigned registrant hereby undertakes:

                  1. To file,  during  any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To  include  any   prospectus   required  by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933, as amended (the "Securities Act");

                           (ii)     To reflect in the  prospectus  any  facts or
                                    events arising after the  effective  date of
                                    the  registration  statement  (or  the  most
                                    recent   post-effective  amendment  thereof)
                                    which, individually  or  in  the  aggregate,
                                    represent a fundamental change in the infor-
                                    mation set forth in the registration  state-
                                    ment.  Notwithstanding  the  foregoing,  any
                                    increase or decrease in volume of securities
                                    offered  (if  the  total  dollar  value   of
                                    securities  offered  would  not  exceed that
                                    which was registered) and any deviation from
                                    the low or high end of the estimated maximum
                                    offering range may be reflected in  the form
                                    of   prospectus  filed  with the  Commission
                                    pursuant   to   Rule   424(b)   if,  in  the
                                    aggregate,  the changes  in volume and price
                                    represent  no more than 20 percent change in
                                    the  maximum  aggregate  offering  price set
                                    forth  in  the  "Calculation of Registration
                                    Fee"  table  in  the  effective registration
                                    statement;

                                      II-2
(iii)    To include  any  material  information  with
                                    respect  to the  plan  of  distribution  not
                                    previously  disclosed  in  the  registration
                                    statement  or any  material  change  to such
                                    information in the registration statement.

                  2. That,  for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  3. To remove from  registration  by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the registrant  pursuant to the provisions  described  under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Commission
such  indemnification  is against  public policy as expressed in the  Securities
Act,  and  is,  therefore,   unenforceable.  In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                               POWERS OF ATTORNEY

         Each person whose signature appears below hereby authorizes each of the
agents for service named in the Registration Statement, as attorney-in-fact,  to
sign on his or her behalf  individually and in each capacity stated below and to
file all amendments, including any post-effective amendment, to the Registration
Statement and Tredegar  Corporation  hereby  confers like  authority to sign and
file on its behalf.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the County of  Chesterfield,  Commonwealth of Virginia,  on this
23rd day of August, 1999.

                                             TREDEGAR CORPORATION

                                             By /s/ 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 23rd day of August, 1999.

             Signature                                  Title

 /s/ John D. Gottwald                        President and Director
        (John D. Gottwald)                   (Principal Executive Officer)

 /s/ N. A. Scher                             Executive Vice President, Chief
        (Norman A. Scher)                    Financial  Officer and Director
                                             (Principal Financial Officer)

 /s/ D. Andrew Edwards                       Vice President, Treasurer and
        (D. Andrew Edwards)                  Corporate Controller
                                             (Principal Accounting Officer)

 /s/ Austin Brockenbrough, III               Director
    (Austin Brockenbrough, III)

 /s/ Phyllis Cothran                         Director
         (Phyllis Cothran)

 /s/ Richard W. Goodrum                      Director
       (Richard W. Goodrum)

 /s/ Floyd D. Gottwald, Jr.                  Director
     (Floyd D. Gottwald, Jr.)

 /s/ William M.  Gottwald                    Director
       (William M. Gottwald)

                                      II-4
/s/ Richard L. Morrill                      Director
       (Richard L. Morrill)

 /s/ Emmett J. Rice                          Director
         (Emmett J. Rice)

 /s/ Thomas G. Slater, Jr.                   Director
      (Thomas G. Slater, Jr.)

                                      II-5
EXHIBIT INDEX

 Exhibit No.                          Description

    4.1            Amended and Restated Articles of Incorporation of the Company
                   (incorporated  herein  by  reference  from Exhibit 3.1 of the
                   Company's  Annual  Report  on  Form  10-K for the  year ended
                   December 31, 1989).

    4.1.1          Articles of Amendment  to  Amended  and  Restated Articles of
                   Incorporation  of   the   Company   (incorporated  herein  by
                   reference from Exhibit 3.1 of the Company's Quarterly  Report
                   on Form 10-Q for the quarter ended June 30, 1998).

     4.1.2         Articles  of   Amendment  to Amended and Restated Articles of
                   Incorporation   of   the   Company  (incorporated  herein  by
                   reference from Exhibit 3.1 of the Company's Quarterly  Report
                   on Form 10-Q for the quarter ended June 30, 1999).

     4.2           Bylaws of the Company (incorporated herein by reference  from
                   Exhibit  3.2  of  the Company's Quarterly Report on Form 10-Q
                   for the quarter ended June 30, 1998).

     5             Opinion  of Hunton &  Williams  as  to  the  legality  of the
                   securities being registered.

     23.1          Consent  of  Hunton & Williams (included in the opinion filed
                   as Exhibit 5 to the Registration Statement).

     23.2          Consent of PricewaterhouseCoopers LLP

     24            Powers of Attorney (contained herein).

     99.1          Rights Agreement,  dated as of June 30, 1999, by and  between
                   the Company and American Stock Transfer & Trust  Company,  as
                   Rights  Agent  (filed  as  Exhibit  99.1  to the Registration
                   Statement  on  Form 8-A,  as filed with  the  Securities  and
                   Exchange  Commission on June 16, 1999, as amended, and incor-
                   porated herein by reference).

     99.2          Amended and Restated Incentive Plan