As filed with the Securities and Exchange Commission on September 16, 1998

                                               Registration No. 33-
================================================================================

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

                                    FORM S-8

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

                            Tredegar Industries, Inc.
             (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)
                               -------------------

                              DIRECTORS' STOCK PLAN
                            (Full Title of the Plan)
                               -------------------

                    Norman A. Scher, Executive Vice President
                        Nancy M. Taylor, General Counsel
                            Tredegar Industries, Inc.
                              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       45,000       $17.97(*)         $808,650.00          $238.55
================================================================================
*Estimated  solely for the purpose of determining the Registration Fee and based
on the  average of the high and low  prices of the Common  Stock on the New York
Stock Exchange on September 15, 1998, as reported in The Wall Street Journal.

<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  Industries,  Inc.  (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, 1997; (ii) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998; (iii) the Company's Quarterly
Report on Form 10-Q for the  quarter  ended June 30,  1998;  (iv) the  Company's
Current  Report on Form 8-K,  as amended,  dated  August 19,  1998;  and (v) the
Company's Form 10, as amended,  dated May 17, 1989,  containing a description of
the Company's Common Stock (the "Common Stock").

         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).

4.2      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).


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
                                    information  set  forth in the  registration
                                    statement.  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;

                           (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.

                                      II-2

<PAGE>

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3,  Form S-8 or Form F-3,  and  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference 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  Industries,  Inc.  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
25th day of August, 1998.

                                      TREDEGAR INDUSTRIES, INC.


                                      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 25th day of August, 1998.

          Signature                            Title

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


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


 /s/ D. Andrew Edwards              Treasurer and Corporate Controller
        (D. Andrew Edwards)         (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>
                                    Director
          (Andre B. Lacy)


 /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).

                 4.2                     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).

                                      II-6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT - DIRECTORS' STOCK PLAN", "secsgml_size_bytes": 17963}]
{"company-data": {"conformed-name": "TREDEGAR INDUSTRIES INC", "cik": "0000850429", "assigned-sic": "3081", "irs-number": "541497771", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-63487", "film-number": "98710361"}, "business-address": {"street1": "1100 BOULDERS PKWY", "city": "RICHMOND", "state": "VA", "zip": "23225", "phone": "8043301000"}}
As filed with the Securities and Exchange Commission on September 16, 1998

                                               Registration No. 33-
================================================================================

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

                                    FORM S-8

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

                            Tredegar Industries, Inc.
             (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)
                               -------------------

                              DIRECTORS' STOCK PLAN
                            (Full Title of the Plan)
                               -------------------

                    Norman A. Scher, Executive Vice President
                        Nancy M. Taylor, General Counsel
                            Tredegar Industries, Inc.
                              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       45,000       $17.97(*)         $808,650.00          $238.55
================================================================================
*Estimated  solely for the purpose of determining the Registration Fee and based
on the  average of the high and low  prices of the Common  Stock on the New York
Stock Exchange on September 15, 1998, as reported in The Wall Street Journal.
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  Industries,  Inc.  (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, 1997; (ii) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998; (iii) the Company's Quarterly
Report on Form 10-Q for the  quarter  ended June 30,  1998;  (iv) the  Company's
Current  Report on Form 8-K,  as amended,  dated  August 19,  1998;  and (v) the
Company's Form 10, as amended,  dated May 17, 1989,  containing a description of
the Company's Common Stock (the "Common Stock").

         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).

4.2      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).

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
                                    information  set  forth in the  registration
                                    statement.  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;

                           (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.

                                      II-2
provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3,  Form S-8 or Form F-3,  and  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic  reports filed with or furnished to the  Commission by the
registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference 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  Industries,  Inc.  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
25th day of August, 1998.

                                      TREDEGAR INDUSTRIES, INC.

                                      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 25th day of August, 1998.

          Signature                            Title

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

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

 /s/ D. Andrew Edwards              Treasurer and Corporate Controller
        (D. Andrew Edwards)         (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
Director
          (Andre B. Lacy)

 /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).

                 4.2                     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).

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