ARTICLES OF AMENDMENT

                                       OF

                            TREDEGAR INDUSTRIES, INC.

                                       I.

         The name of the Corporation is Tredegar Industries, Inc.

                                       II.

         The Amendments adopted are:

         A.   Article III of the Corporation's  Amended and Restated Articles of
              Incorporation shall be amended to read as follows:

                  The  Corporation  shall have  authority  to issue  150,000,000
                  shares of  Common  Stock and  10,000,000  shares of  Preferred
                  Stock.

         B.   At the effective time of the Certificate of Amendment to be issued
              by the State  Corporation  Commission,  each  issued and  unissued
              authorized  share of Common Stock shall be changed to three shares
              of Common Stock.

                                      III.

         The foregoing  amendments were duly adopted by the Corporation's  Board
         of Directors on May 20, 1998. No  shareholder  action was required with
         respect to the adoption of the amendments.

                                       IV.

         There are no shares of any class of the Corporation's stock outstanding
         other than Common Stock.

                                       V.

         The  Certificate of Amendment with respect to the foregoing  amendments
         shall become effective at 11:59 p.m. on June 30, 1998.


         The  undersigned  Secretary  declares  that the facts herein stated are
true as of June 25, 1998.




                                                  /s/ Nancy M. Taylor
                                             -----------------------------------
                                              Nancy M. Taylor, Secretary