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                            TREDEGAR INDUSTRIES, INC.

                                 AMENDED BY-LAWS

                     As amended and in effect on May 20, 1998



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                            TREDEGAR INDUSTRIES, INC.

                                 AMENDED BY-LAWS

                                    ARTICLE I

                             Meeting of Shareholders


         Section 1. Places of Meetings.  All meetings of the shareholders  shall
be held at such place,  either within or without the State of Virginia,  as may,
from time to time, be fixed by the Board of Directors.

         Section 2. Annual Meetings. The annual meeting of the shareholders, for
the election of directors  and  transaction  of such other  business as may come
before the meeting,  shall be held in each year on the fourth  Wednesday in May,
at 2:00 p.m.,  Richmond,  Virginia time, or on such other date and at such other
time as the Board of Directors of the  Corporation  may  designate  from time to
time.

         Section 3. Special  Meetings.  Special meetings of shareholders for any
purpose  or  purposes  may  be  called  at any  time  by  the  President  of the
Corporation, or by a majority of the Board of Directors. At a special meeting no
business shall be transacted  and no corporate  action shall be taken other than
that stated in the notice of the meeting.

         Section 4. Notice of  Meetings.  Except as  otherwise  required by law,
written or printed  notice  stating the place,  day and hour of every meeting of
the shareholders and, in case of a special meeting,  the purpose or purposes for
which the  meeting  is  called,  shall be mailed not less than ten nor more than
sixty days before the date of the meeting to each shareholder of record entitled
to vote at such  meeting,  at his address  which  appears in the share  transfer
books  of the  Corporation.  Meetings  may be  held  without  notice  if all the
shareholders  entitled  to vote at the meeting are present in person or by proxy
or if notice is waived in writing by those not present,  either  before or after
the meeting.

         Section 5.  Quorum.  Except as  otherwise  required by the  Articles of
Incorporation,  any number of shareholders  together holding at least a majority
of the outstanding  shares of capital stock entitled to vote with respect to the
business  to be  transacted,  who shall be present in person or  represented  by
proxy at any meeting duly called,  shall constitute a quorum for the transaction
of business.  If less than a quorum shall be in attendance at the time for which
a meeting shall have been called, the meeting may be adjourned from time to time
by a majority of the shareholders present or represented by proxy without notice
other than by announcement at the meeting.

         Section 6. Voting.  At any meeting of the shareholders each shareholder
of a class  entitled to vote on the matters coming before the meeting shall have
one vote, in person or by proxy, for each share of capital stock standing in his
or her name on the books of the  Corporation  at the time of such  meeting or on
any date fixed by the Board of  Directors  not more than seventy (70) days prior
to the  meeting.  Every  proxy  shall be in  writing,  dated  and  signed by the
shareholder entitled to vote or his duly authorized attorney-in-fact.

         Section 7. Voting List. The officer or agent having charge of the stock
transfer books for shares of the Corporation  shall make, at least ten (10) days
before  each  meeting  of  shareholders,  a  complete  list of the  shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number of shares held by each.  Such list, for a period of ten (10) days
prior to such  meeting,  shall be kept on file at the  registered  office of the
Corporation  or at its  principal  place of  business  or at the  office  of its
transfer  agent  or  registrar  and  shall  be  subject  to  inspection  by  any
shareholder  at any time during usual  business  hours.  Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder  during the whole time of the meeting.  The
original  stock  transfer  books shall be prima facie evidence as to who are the
shareholders  entitled to examine such list or transfer  books or to vote at any
meeting of  shareholders.  If the  requirements  of this  section  have not been
substantially complied with, the meeting shall, on the demand of any shareholder
in person or by proxy, be adjourned until the requirements are complied with.

         Section 8.  Shareholder  Proposals.  To be properly  brought  before an
annual meeting of shareholders,  business must be (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors,  (ii)  otherwise  properly  brought  before the  meeting by or at the
direction of the Board of Directors,  or (iii) otherwise properly brought before
the meeting by a shareholder.  In addition to any other applicable requirements,
for business to be properly  brought  before an annual meeting by a shareholder,
the  shareholder  must have  given  timely  notice  thereof  in  writing  to the
Secretary  of the  Corporation.  To be timely,  a  shareholder's  notice must be
given, either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the  Corporation  not later than ninety (90) days in advance of
the annual meeting.  A shareholder's  notice to the Secretary shall set forth as
to each matter the shareholder proposes to bring before the annual meeting (i) a
brief  description  of the  business  desired  to be  brought  before the annual
meeting  (including  the specific  proposal to be presented) and the reasons for
conducting such business at the annual meeting, (ii) the name and record address
of the shareholder proposing such business, (iii) the class and number of shares
of the Corporation that are beneficially owned by the shareholder,  and (iv) any
material interest of the shareholder in such business.

         In the event that a shareholder  attempts to bring  business  before an
annual  meeting  without  complying  with the  provisions of this Section 8, the
Chairman of the meeting  shall  declare to the meeting that the business was not
properly brought before the meeting in accordance with the foregoing procedures,
and such business shall not be transacted.

         No  business  shall  be  conducted  at the  annual  meeting  except  in
accordance  with the procedures set forth in this Section 8, provided,  however,
that  nothing in this  Section 8 shall be deemed to preclude  discussion  by any
shareholder of any business properly brought before the annual meeting.

         Section 9.  Inspectors.  An  appropriate  number of inspectors  for any
meeting of  shareholders  may be  appointed  by the  Chairman  of such  meeting.
Inspectors  so  appointed  will open and close the polls,  will receive and take
charge  of  proxies  and  ballots,  and  will  decide  all  questions  as to the
qualifications  of voters,  validity of proxies and  ballots,  and the number of
votes properly cast.

                                   ARTICLE II
                                    Directors

         Section 1. General  Powers.  The property,  affairs and business of the
Corporation shall be managed under the direction of the Board of Directors,  and
except as otherwise  expressly provided by law, the Articles of Incorporation or
these  By-laws,  all of the  powers of the  Corporation  shall be vested in such
Board.

         Section 2.  Number of Directors. The Board of Directors shall be eleven
(11) in number.

         Section 3.  Election of Directors.

                  (a)  Directors  shall be  elected  at the  annual  meeting  of
shareholders to succeed those Directors whose terms have expired and to fill any
vacancies thus existing.

                  (b) Directors  shall hold their offices for terms as set forth
in the Articles of  Incorporation  and until their  successors are elected.  Any
director   may  be  removed  from  office  as  set  forth  in  the  Articles  of
Incorporation.

                  (c) Any vacancy  occurring  in the Board of  Directors  may be
filled by the affirmative vote of the majority of the remaining directors though
less than a quorum of the Board of Directors.

                  (d) A  majority  of the  number  of  directors  fixed by these
By-laws shall constitute a quorum for the transaction of business.  The act of a
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the act of the Board of Directors.

         Section 4.  Meetings of  Directors.  Meetings of the Board of Directors
shall be held at places  within or without  the State of  Virginia  and at times
fixed  by  resolution  of the  Board,  or upon  call of the  President,  and the
Secretary or officer  performing the Secretary's duties shall give not less than
twenty-four (24) hours' notice by letter,  telegraph or telephone (or in person)
of all  meetings  of the  directors,  provided  that notice need not be given of
regular  meetings held at times and places fixed by resolution of the Board.  An
annual  meeting of the Board of Directors  shall be held as soon as  practicable
after the  adjournment  of the annual meeting of  shareholders.  Meetings may be
held at any time without notice if all of the Directors are present, or if those
not  present  waive  notice in  writing  either  before  or after  the  meeting.
Directors  may be allowed,  by  resolution  of the Board,  a reasonable  fee and
expenses for attendance at meetings.

         Section 5.  Nominations.  Subject to the rights of holders of any class
or series of stock having a preference  over the common stock as to dividends or
upon liquidation, nominations for the election of Directors shall be made by the
Board of Directors or a committee  appointed by the Board of Directors or by any
shareholder  entitled to vote in the election of Directors  generally.  However,
any  shareholder  entitled to vote in the  election of Directors  generally  may
nominate  one or more  persons for  election as  Directors  at a meeting only if
written  notice  of  such  shareholder's  intent  to  make  such  nomination  or
nominations  has been  given,  either by personal  delivery or by United  States
mail,  postage  prepaid,  to the Secretary of the Corporation not later than (i)
with  respect to an  election to be held at an annual  meeting of  shareholders,
ninety  (90)  days in  advance  of such  meeting,  and (ii) with  respect  to an
election to be held at a special  meeting of  shareholders  for the  election of
Directors,  the close of business on the seventh day following the date on which
notice of such  meeting is first given to  shareholders.  Each notice  shall set
forth:  (a) the name and  address  of the  shareholder  who  intends to make the
nomination  and of the person or persons to be nominated;  (b) a  representation
that the shareholder is a holder of record of stock of the Corporation  entitled
to vote at such  meeting  and  intends  to  appear  in person or by proxy at the
meeting to  nominate  the  person or  persons  specified  in the  notice;  (c) a
description of all  arrangements or  understandings  between the shareholder and
each  nominee and any other  person or persons  (naming  such person or persons)
pursuant  to  which  the  nomination  or  nominations  are  to be  made  by  the
shareholder;  (d) such other information regarding each nominee proposed by such
shareholder  as would be  required to be  included  in a proxy  statement  filed
pursuant to the proxy rules of the Securities and Exchange  Commission,  had the
nominee been nominated,  or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a Director of the Corporation if
so elected. The Chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.

                                   ARTICLE III
                                   Committees

         Section 1. Executive  Committee.  The Board of Directors shall, by vote
of a majority of the number of directors  fixed by these  By-laws,  designate an
Executive  Committee which shall consist of three or more  directors,  including
the President.  The members of the Executive  Committee  shall serve until their
successors are designated by the Board of Directors,  until removed or until the
Executive Committee is dissolved by the Board of Directors.  All vacancies which
may occur in the Executive Committee shall be filled by the Board of Directors.

         When the Board of Directors is not in session,  the Executive Committee
shall have all power  vested in the Board of  Directors  by law, the Articles of
Incorporation  or these  By-laws,  except as otherwise  provided in the Virginia
Stock Corporation Act and except that the Executive Committee shall not have the
power to elect the President of the Corporation.  The Executive  Committee shall
report at the next  regular or special  meeting  of the Board of  Directors  all
action which the Executive Committee may have taken on behalf of the Board since
the last regular or special meeting of the Board of Directors.

         Meetings of the Executive Committee shall be held at such places and at
such times fixed by resolution of the Committee,  or upon call of the President.
Not less than twelve (12) hours'  notice shall be given by letter,  telegraph or
telephone  (or in person) of all meetings of the Executive  Committee,  provided
that notice need not be given of regular meetings held at times and places fixed
by resolution of the Committee and that meetings may be held at any time without
notice  if all of the  members  of the  Committee  are  present  or if those not
present waive notice in writing  either before or after the meeting.  A majority
of the members of the Executive Committee then serving shall constitute a quorum
for the transaction of business at any meeting.

         Section 2. Executive Compensation Committee. The Board of Directors, at
its regular annual meeting,  shall designate an Executive Compensation Committee
which shall  consist of three or more  directors  who shall not be eligible  for
bonus, stock option or stock appreciation rights. In addition,  the Board at any
time may designate one or more alternate  members of such Committee who shall be
directors not eligible for bonus, stock option or stock appreciation  rights who
may act in place of any absent regular member upon invitation by the Chairman or
Secretary of the Committee.

         With respect to bonuses,  the Executive  Compensation  Committee  shall
have and may exercise the powers to determine the amounts annually available for
bonuses  pursuant  to any  bonus  plan or  formula  approved  by the  Board,  to
determine bonus awards to executive officers and to exercise such further powers
with  respect to bonuses as may from time to time be  conferred  by the Board of
Directors.

         With respect to salaries,  the Executive  Compensation  Committee shall
have and may  exercise  the  power to fix and  determine  from  time to time all
salaries of the executive  officers of the Corporation,  and such further powers
with  respect to salaries as may from time to time be  conferred by the Board of
Directors.

         The Executive Compensation Committee shall administer the Corporation's
Incentive  Stock  Option  Plan  (the  Plan)  and from  time to time  may  grant,
consistent with the Plan, stock options and stock appreciation rights.

         Vacancies in the Executive  Compensation  Committee  shall be filled by
the Board of Directors,  and members shall be subject to removal by the Board at
any time.

         The  Executive  Compensation  Committee  shall  fix  its own  rules  of
procedure.  A majority  of the  number of regular  members  then  serving  shall
constitute a quorum;  and regular and alternate members present shall be counted
to determine  whether there is a quorum.  The Executive  Compensation  Committee
shall keep minutes of its meetings, and all action taken by it shall be reported
to the Board of Directors.

         Section 3.  Audit  Committee.  The Board of  Directors  at its  regular
annual meeting shall  designate an Audit  Committee which shall consist of three
or more directors whose  membership on the Committee shall meet the requirements
set forth in the rules of the New York Stock  Exchange,  as amended from time to
time.  Vacancies in the Committee shall be filled by the Board of Directors with
directors  meeting the  requirements  set forth above,  giving  consideration to
continuity  of the  Committee,  and  members  shall be subject to removal by the
Board at any time.  The  Committee  shall fix its own rules of  procedure  and a
majority of the members serving shall  constitute a quorum.  The Committee shall
meet at least twice a year with both the internal and the Corporation's  outside
auditors  present at each meeting and shall keep minutes of its meetings and all
action taken shall be reported to the Board of Directors.  The  Committee  shall
review the  reports  and minutes of any audit  committees  of the  Corporation's
subsidiaries.  The Committee shall review the Corporation's  financial reporting
process,  including  accounting  policies and  procedures.  The Committee  shall
examine the report of the Corporation's outside auditors, consult with them with
respect to their report and the  standards  and  procedures  employed by them in
their  audit,  report to the Board the  results of its study and  recommend  the
selection of auditors for each fiscal year.

         Section 4. Nominating Committee. The Board of Directors shall designate
a  Nominating  Committee  which shall  consist of three or more  directors.  The
Committee  shall  make  recommendations  to the  Board  regarding  nominees  for
election as directors by the shareholders at each Annual  Shareholders'  Meeting
and  make  such  other  recommendations  regarding  tenure,  classification  and
compensation of directors as the Committee may deem advisable from time to time.
The Committee shall fix its own rules of procedure and a majority of the members
serving shall constitute a quorum.

         Section  5.  Other  Committees  of Board.  The Board of  Directors,  by
resolution duly adopted, may establish such other committees of the Board having
limited  authority in the management of the affairs of the Corporation as it may
deem advisable and the members,  terms and authority of such committees shall be
as set forth in the resolutions establishing the same.

         Section  6.  Advisory  Committees  to  President.   The  President  may
establish such advisory committees as he may deem advisable to assist him in the
administration  and  management  of  the  business  of  the  Corporation;   such
committees  shall consist of officers,  employees or consultants to be appointed
by the President  who shall serve for such terms and have such  authority as may
be designated by the President.

                                   ARTICLE IV
                                    Officers

         Section 1. Election. The officers of the Corporation shall consist of a
President, a Vice Chairman of the Board, one or more Vice Presidents (any one or
more of whom may be  designated  as  Executive  Vice  Presidents  or Senior Vice
Presidents),  a Secretary and a Treasurer.  In addition,  such other officers as
are  provided  in Section 3 of this  Article may from time to time be elected by
the Board of  Directors.  All  officers  shall hold office until the next annual
meeting of the Board of Directors  or until their  successors  are elected.  The
President  shall be chosen from among the  directors.  Any two  officers  may be
combined in the same person as the Board of Directors may determine, except that
the President and Secretary may not be the same person.

         Section  2.  Removal  of  Officers;   Vacancies.  Any  officer  of  the
Corporation  may be removed  summarily with or without  cause,  at any time by a
resolution passed at any meeting by affirmative vote of a majority of the number
of directors  fixed by these By-laws.  Vacancies may be filled at any meeting of
the Board of Directors.

         Section  3. Other  Officers.  Other  officers  may from time to time be
elected by the  Board,  including,  without  limitation,  one or more  Assistant
Secretaries and Assistant Treasurers,  and one or more Divisional Presidents and
Divisional  Vice  Presidents  (any  one or  more of whom  may be  designated  as
Divisional Executive Vice Presidents or Divisional Senior Vice Presidents).

         Section 4.  Duties.  The  officers of the  Corporation  shall have such
duties as  generally  pertain to their  offices,  respectively,  as well as such
powers and duties as are hereinafter  provided and as from time to time shall be
conferred  by the Board of  Directors.  The Board of  Directors  may require any
officer  to give such bond for the  faithful  performance  of his  duties as the
Board may see fit.

         Section 5. Duties of the  President.  The President  shall be the chief
executive  and  administrative  officer of the  Corporation,  shall serve as the
Chairman of the Board of Directors and the Chairman of the  Executive  Committee
and shall have direct  supervision  over the business of the Corporation and its
several officers, subject to the Board of Directors. The President shall preside
at all meetings of  shareholders  and the Board of Directors.  The President may
sign  and  execute  in the  name of the  Corporation  deeds,  mortgages,  bonds,
contracts  or other  instruments,  except  in cases  where the  signing  and the
execution  thereof shall be expressly  delegated by the Board of Directors or by
these  By-laws to some other  officer  or agent of the  Corporation  or shall be
required by law  otherwise  to be signed or  executed.  He may appoint  advisory
committees  as  provided  in Section 6 of Article  III.  In  addition,  he shall
perform all duties incident to the office of the President and such other duties
as from time to time may be assigned to him by the Board of Directors.

         Section 6. Duties of Vice Chairman. In the absence or incapacity of the
President,  the Vice  Chairman  shall  perform the duties of the Chairman of the
Board, shall have the same authority,  including,  but not limited to, presiding
at all meetings of the Board of Directors  and the  Corporation's  shareholders,
and  shall  serve as a  member  of all  committees  of the  Board  of which  the
President is a member. In addition, the Vice Chairman of the Board shall perform
all  duties  as  from  time to  time  may be  assigned  to him by the  Board  of
Directors.

         Section 7. Duties of the Vice  Presidents.  Each Vice  President of the
Corporation  (including any Executive Vice President and Senior Vice  President)
shall have  powers and duties as may from time to time be assigned to him by the
Board of  Directors  or the  President.  When there  shall be more than one Vice
President  of the  Corporation,  the  Board of  Directors  may from time to time
designate  one of them to perform the duties of the  President in the absence of
the  President,  except that the Vice  Chairman  of the Board shall  perform the
President's duties as Chairman of the Board and as a member of all committees of
the  Board of which  the  President  is a  member.  Any  Vice  President  of the
Corporation  may  sign  and  execute  in  the  name  of the  Corporation  deeds,
mortgages,  bonds,  contracts and other  instruments,  except in cases where the
signing and  execution  thereof  shall be  expressly  delegated  by the Board of
Directors or by these By-laws to some other officer or agent of the  Corporation
or shall be required by law otherwise to be signed or executed.

         Section 8. Duties of the Treasurer. The Treasurer shall have charge and
custody of and be responsible  for all funds and securities of the  Corporation,
and shall cause all such funds and  securities to be deposited in such banks and
depositories  as the Board of Directors  from time to time may direct.  He shall
maintain  adequate   accounts  and  records  of  all  assets,   liabilities  and
transactions of the Corporation in accordance with generally accepted accounting
practices; shall exhibit his accounts and records to any of the directors of the
Corporation  at any time upon  request at the office of the  Corporation;  shall
render such statements of his accounts and records and such other  statements to
the Board of  Directors  and  officers as often and in such manner as they shall
require; and shall make and file (or supervise the making and filing of) all tax
returns  required by law. He shall in general perform all duties incident to the
office of  Treasurer  and such other duties as from time to time may be assigned
to him by the Board of Directors or the President.

         Section  9.  Duties  of  the  Secretary.  The  Secretary  shall  act as
secretary of all meetings of the Board of Directors, the Executive Committee and
all other Committees of the Board, and the shareholders of the Corporation,  and
shall keep the minutes  thereof in the proper  book or books to be provided  for
that  purpose.  He  shall  see  that  all  notices  required  to be given by the
Corporation  are duly given and  served;  shall have  custody of the seal of the
Corporation  and  shall  affix  the  seal  or  cause  it to be  affixed  to  all
certificates  for stock of the Corporation and to all documents the execution of
which on behalf of the  Corporation  under its corporate seal is duly authorized
in accordance  with the provisions of these  By-laws;  shall have custody of all
deeds,  leases,  contracts and other important corporate  documents;  shall have
charge of the books,  records  and  papers of the  Corporation  relating  to its
organization  and  management  as a  Corporation;  shall  see that the  reports,
statements and other documents required by law (except tax returns) are properly
filed;  and shall, in general,  perform all the duties incident to the office of
Secretary  and such other  duties as from time to time may be assigned to him by
the Board of Directors or the President.

         Section 10. Other Duties of  Officers.  Any officer of the  Corporation
shall have,  in addition to the duties  prescribed  herein or by law, such other
duties as from time to time shall be prescribed by the Board of Directors or the
President.

         Section 11. Duties of Divisional  Officers.  Divisional  Presidents and
Divisional  Vice  Presidents  shall be deemed to be officers of the  Corporation
whose duties and  authority  shall relate only to the Division by which they are
employed,  and they may sign and execute in the name of the  Corporation  deeds,
mortgages,  bonds,  contracts and other instruments authorized by the Board that
relate only to the business and  properties of such Division.  Other  divisional
officers may be designated from time to time by the Board of Directors and shall
serve at the  pleasure  of the Board and have such  duties as may be assigned by
the Board and such officers  shall be officers of the  respective  divisions but
shall not be deemed to be officers of the Corporation.

                                    ARTICLE V
                                  Capital Stock

         Section 1. Certificates. The shares of capital stock of the Corporation
shall be evidenced by certificates in forms prescribed by the Board of Directors
and executed in any manner  permitted by law and stating thereon the information
required by law.  Transfer  agents and/or  registrars for one or more classes of
the stock of the  Corporation may be appointed by the Board of Directors and may
be  required to  countersign  certificates  representing  stock of such class or
classes.  In the event that any officer  whose  signature or  facsimile  thereof
shall have been used on a stock  certificate shall for any reason cease to be an
officer  of the  Corporation  and such  certificate  shall  not then  have  been
delivered by the Corporation, the Board of Directors may nevertheless adopt such
certificate  and it may then be issued and  delivered  as though such person had
not ceased to be an officer of the Corporation.

         Section 2. Lost, Destroyed and Mutilated  Certificates.  Holders of the
stock of the Corporation shall  immediately  notify the Corporation of any loss,
destruction  or  mutilation  of the  certificate  therefor,  and  the  Board  of
Directors may, in its  discretion,  cause one or more new  certificates  for the
same number of shares in the aggregate to be issued to such stockholder upon the
surrender of the mutilated  certificate or upon satisfactory  proof of such loss
or destruction,  and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.

         Section 3.  Transfer of Stock.  The stock of the  Corporation  shall be
transferable  or assignable  only on the books of the Corporation by the holders
in person or by attorney on  surrender of the  certificate  for such shares duly
endorsed and, if sought to be transferred by attorney,  accompanied by a written
power of attorney to have the same  transferred on the books of the Corporation.
The Corporation  will recognize the exclusive right of the person  registered on
its books as the owner of shares to receive dividends and to vote as such owner.

         Section  4.  Fixing  Record  Date.   For  the  purpose  of  determining
shareholders entitled to notice of or to vote at any meeting of the shareholders
or any adjournment thereof, or entitled to receive payment for any dividend,  or
in order to make a determination  of shareholders  for any other proper purpose,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70)  days  prior to the date on which the  particular  action,  requiring  such
determination  of  shareholders,  is to be taken. If no record date is fixed for
the determination of shareholders  entitled to notice of or to vote at a meeting
of shareholders,  or shareholders entitled to receive payment of a dividend, the
date on  which  notice  of the  meeting  is  mailed  or the  date on  which  the
resolution of the Board of Directors  declaring such dividend is adopted, as the
case may be, shall be the record date for such  determination  of  shareholders.
When a  determination  of  shareholders  entitled  to  vote  at any  meeting  of
shareholders has been made as provided in this section such determination  shall
apply to any adjournment thereof.

                                   ARTICLE VI
                            Miscellaneous Provisions

         Section  1.  Seal.  The  seal of the  Corporation  shall  consist  of a
flat-face  circular  die, of which there may be any number of  counterparts,  on
which  there shall be  engraved  in the center the words  "Tredegar  Industries,
Inc."

         Section 2. Fiscal Year. The fiscal year of the Corporation shall end on
December 31st of each year, and shall consist of such accounting  periods as may
be recommended by the Treasurer and approved by the Executive Committee.

         Section 3. Books and Records.  The  Corporation  shall keep correct and
complete books and records of account and shall keep minutes of the  proceedings
of its  shareholders  and Board of Directors;  and shall keep at its  registered
office or principal place of business, or at the office of its transfer agent or
registrar a record of its  shareholders,  giving the names and  addresses of all
shareholders, and the number, class and series of the shares being held.

         Any person who shall have been a shareholder of record for at least six
months immediately  preceding his demand or who shall be the holder of record of
at least five percent  (5%) of all the  outstanding  shares of the  Corporation,
upon  written  demand  stating  the  purpose  thereof,  shall  have the right to
examine, in person, or by agent or attorney at any reasonable time or times, for
any proper  purpose,  its books and records of  account,  minutes and records of
shareholders  and to make  extracts  therefrom.  Upon the  written  request of a
shareholder,  the  Corporation  shall mail to such  shareholder  its most recent
published  financial  statements  showing  in  reasonable  detail its assets and
liabilities and the results of its operations.

         The  Board  of  Directors  shall,  subject  to  the  provisions  of the
foregoing paragraph of this section, to the provisions of Section 7 of Article I
and to the laws of the State of Virginia,  have the power to determine from time
to time whether and to what extent and under what conditions and limitations the
accounts, records and books of the Corporation, or any of them, shall be open to
the inspection of the shareholders.

         Section 4. Checks,  Notes and Drafts.  Checks,  notes, drafts and other
orders for the payment of money shall be signed by such  persons as the Board of
Directors  from  time to time may  authorize.  When the  Board of  Directors  so
authorizes, however, the signature of any such person may be a facsimile.

         Section  5.  Amendment  of  By-Laws.  These  By-laws  may be amended or
altered  at any  meeting  of the Board of  Directors  by  affirmative  vote of a
majority of the number of directors  fixed by these  By-laws.  The  shareholders
entitled to vote in respect of the election of  directors,  however,  shall have
the power to rescind,  alter,  amend or repeal any By-laws and to enact  By-laws
which, if expressly so provided, may not be amended,  altered or repealed by the
Board of Directors.

         Section  6.  Voting  of  Stock  Held.  Unless  otherwise   provided  by
resolution  of the  Board  of  Directors  or of  the  Executive  Committee,  the
President or any  Executive  Vice  President  shall from time to time appoint an
attorney or attorneys or agent or agents of this Corporation, in the name and on
behalf of this  Corporation,  to cast the vote  which  this  Corporation  may be
entitled to cast as a shareholder or otherwise in any other corporation,  any of
whose stock or securities  may be held in this  Corporation,  at meetings of the
holders  of the  stock or other  securities  of such  other  corporation,  or to
consent in writing  to any  action by any of such other  corporation,  and shall
instruct  the person or persons so  appointed  as to the manner of casting  such
votes or giving  such  consent and may execute or cause to be executed on behalf
of this  Corporation  and under its corporate  seal or  otherwise,  such written
proxies, consents, waivers or other instruments as may be necessary or proper in
the premises;  or, in lieu of such  appointment,  the President or any Executive
Vice  President  may attend in person any  meetings  of the  holders of stock or
other securities of any such other corporation and there vote or exercise any or
all power of this Corporation as the holder of such stock or other securities of
such other corporation.

         Section 7. Restriction on Transfer. To the extent that any provision of
the Rights  Agreement  between the Corporation and Sovran Bank,  N.A., as Rights
Agent,  dated as of June 15, 1989, is deemed to constitute a restriction  on the
transfer of any securities of the Corporation,  including,  without  limitation,
the Rights,  as defined therein,  such  restriction is hereby  authorized by the
By-laws of the Corporation.

         Section 8.  Control  Share  Acquisition  Statute.  Article  14.1 of the
Virginia Stock Corporation Act ("Control Share Acquisitions") shall not apply to
acquisitions of shares of stock of the Corporation.