As filed with the Securities and Exchange Commission on September 27, 1996

                              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 of incorporation)                    (I.R.S. Employer Identification No.)

                              1100 Boulders Parkway
                            Richmond, Virginia 23225
                    (Address of principal executive offices)
                               -------------------

                  TREDEGAR INDUSTRIES, INC. 1996 INCENTIVE PLAN
                            (Full title of the plan)
                               -------------------

                    Norman A. Scher, Executive Vice President
                       Nancy M. Taylor, Corporate Counsel
                            Tredegar Industries, Inc.
                              1100 Boulders Parkway
                            Richmond, Virginia 23225
                                 (804) 330-1000
            (Name, address, including zip code, and 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     450,000          $33.6875(*)       $15,159,375       $5,227.37
===============================================================================
*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 26, 1996, 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, 1995; (ii) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996; (iii) the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996;  and (iv) 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  the  Prospectus  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 the Prospectus 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 the Prospectus 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 the Prospectus.

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 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).

4.2      Bylaws of the Company (incorporated herein by reference from Exhibit 3
         of the Company's  Quarterly  Report on Form 10-Q for the quarter ended
         June 30, 1996).

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 Coopers & Lybrand L.L.P.

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 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;

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed 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.


                                      II-2

<PAGE>



         (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
20th day of September, 1996.

                                      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 20th day of September, 1996.

     Signature                                    Title


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

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

/s/ D. Andrew Edwards           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/ Bruce C. Gottwald           Director
   (Bruce C. Gottwald)

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

/s/ Andre B. Lacy               Director
   (Andre B. Lacy)

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


                                      II-4

<PAGE>



                                  EXHIBIT INDEX



Exhibit No.    Description                                         Sequentially
                                                                    Number Page
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).

4.2            Bylaws of the  Company  (incorporated  herein by  reference  from
               Exhibit 3 of the  Company's  Quarterly  Report  on Form 10-Q  for
               the quarter ended June 30, 1996).
                                                         
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 Coopers & Lybrand L.L.P.

24              Powers of Attorney (contained herein).




                                      II-5

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 14956}]
{"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": "333-12985", "film-number": "96636468"}, "business-address": {"street1": "1100 BOULDERS PKWY", "city": "RICHMOND", "state": "VA", "zip": "23225", "phone": "8043301075"}}
As filed with the Securities and Exchange Commission on September 27, 1996

                              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 of incorporation)                    (I.R.S. Employer Identification No.)

                              1100 Boulders Parkway
                            Richmond, Virginia 23225
                    (Address of principal executive offices)
                               -------------------

                  TREDEGAR INDUSTRIES, INC. 1996 INCENTIVE PLAN
                            (Full title of the plan)
                               -------------------

                    Norman A. Scher, Executive Vice President
                       Nancy M. Taylor, Corporate Counsel
                            Tredegar Industries, Inc.
                              1100 Boulders Parkway
                            Richmond, Virginia 23225
                                 (804) 330-1000
            (Name, address, including zip code, and 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     450,000          $33.6875(*)       $15,159,375       $5,227.37
===============================================================================
*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 26, 1996, 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, 1995; (ii) the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1996; (iii) the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996;  and (iv) 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  the  Prospectus  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 the Prospectus 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 the Prospectus 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 the Prospectus.

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 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).

4.2      Bylaws of the Company (incorporated herein by reference from Exhibit 3
         of the Company's  Quarterly  Report on Form 10-Q for the quarter ended
         June 30, 1996).

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 Coopers & Lybrand L.L.P.

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 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;

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

provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed 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.

                                      II-2
(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
20th day of September, 1996.

                                      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 20th day of September, 1996.

     Signature                                    Title

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

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

/s/ D. Andrew Edwards           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/ Bruce C. Gottwald           Director
   (Bruce C. Gottwald)

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

/s/ Andre B. Lacy               Director
   (Andre B. Lacy)

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

                                      II-4
EXHIBIT INDEX

Exhibit No.    Description                                         Sequentially
                                                                    Number Page
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).

4.2            Bylaws of the  Company  (incorporated  herein by  reference  from
               Exhibit 3 of the  Company's  Quarterly  Report  on Form 10-Q  for
               the quarter ended June 30, 1996).
                                                         
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 Coopers & Lybrand L.L.P.

24              Powers of Attorney (contained herein).

                                      II-5