SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-K

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995

                                       OR

[ ]      TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to __________

COMMISSION FILE NUMBER 1-10258

                           TREDEGAR INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

VIRGINIA                                                         54-1497771
(State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                           Identification No.)

1100 BOULDERS PARKWAY, RICHMOND, VIRGINIA  23225
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code:  804-330-1000
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class                   Name of Each Exchange On Which Registered
COMMON STOCK                          NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS       NEW YORK STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for at least the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].

Aggregate market value of voting stock held by  non-affiliates of the registrant
as of January 31, 1996:* $208,398,257

Number of shares of Common Stock outstanding as of January 31, 1996:  12,185,300

*In determining  this figure,  an aggregate of 3,890,842 shares of Common Stock,
reported in the  registrant's  proxy  statement  for the 1996 annual  meeting of
shareholders as beneficially owned by Floyd D. Gottwald,  Jr., Bruce C. Gottwald
and the members of their  immediate  families,  including John D. Gottwald,  has
been excluded  because the shares are held by affiliates.  The aggregate  market
value  has been  computed  based  on the  closing  price  in the New York  Stock
Exchange  Composite  Transactions  on January 31, 1996,  as reported by THE WALL
STREET JOURNAL.






- --------------------------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of Tredegar Industries, Inc.'s Annual Report to Shareholders for the
year  ended  December  31,  1995 (the  "Annual  Report"),  are  incorporated  by
reference into Parts I, II, and IV of this Form 10-K.

2. Portions of Tredegar  Industries,  Inc.'s  definitive Proxy Statement for its
1996 Annual  Meeting of  Shareholders  filed with the  Securities  and  Exchange
Commission  pursuant to Regulation 14A under the Securities Exchange Act of 1934
(the "Proxy Statement") are incorporated by reference into Part III of this Form
10-K.








FORM 10-K TABLE OF CONTENTS/CROSS-REFERENCE
                                                                                                                      Proxy
                                                                                Form 10-K        Annual Report      Statement
PART I                                                                             page               page             page
                                                                                                           

1.       Business ..............................................................    1-7         22-24, 29-32, 34
2.       Properties.............................................................    7-9
3.       Legal proceedings......................................................    None
4.       Submission of matters to a vote of security holders....................    None

PART II

5.       Market for registrant's common equity and related stockholder matters..                52
6.       Selected financial data................................................                20-21
7.       Management's discussion and analysis of financial condition and
         results of operations..................................................                22-24, 26-32, 34
8.       Financial statements and supplementary data............................                33-51
9.       Changes in and disagreements with accountants on accounting and
         financial disclosure...................................................    None

PART III

10.      Directors and executive officers of the registrant*....................    9-10        18                     2-4, 5
11.      Executive compensation*................................................                                       7-14
12.      Security ownership of certain beneficial owners and management*........                                       4-6
13.      Certain relationships and related transactions*........................                                       None

PART IV

14.      Exhibits, financial statement schedules and reports on Form 8-K
         (a)      Documents:
                  (1)      Financial statements.................................                35-51
                  (2)      Financial statement schedules........................    None
                  (3)      Exhibits
         (b)      Reports on Form 8-K...........................................    None
         (c)      Exhibits
         (d)      Financial statement schedules



*Items 11, 12 and 13 and portions of Item 10 are  incorporated by reference from
the  Proxy  Statement  pursuant  to  instructions  G(1) and G(3) of the  General
Instructions to Form 10-K.

Only those  portions  of the Annual  Report to  Shareholders  referred to in the
foregoing  table of contents are to be deemed  "filed" as part of this Form 10-K
report.

The Securities  and Exchange  Commission has not approved or disapproved of this
report or passed upon its accuracy or adequacy.






                                     PART I


ITEM 1.  BUSINESS

DESCRIPTION OF BUSINESS

         Tredegar Industries, Inc. ("Tredegar") is engaged directly or through
subsidiaries in plastics, metal products and technology businesses (primarily
rational drug design research and software).

         During  July  and  August  of  1995,  Tredegar  announced  that  it was
exploring  the sale of Tredegar  Molded  Products  Company and its  subsidiaries
("Molded  Products")  and Brudi,  Inc. and its  subsidiaries  ("Brudi").  Molded
Products  and Brudi  are  reported  as a part of  continuing  operations  in the
Plastics and Metal Products segments,  respectively. These divestitures could be
completed  in the first half of 1996.  Information  on the net sales,  operating
profit,  identifiable  assets,   depreciation  and  amortization,   and  capital
expenditures  of Molded Products and Brudi are provided on pages 22-24 and pages
42-43 of the Annual Report.

         The following discussion of Tredegar's business segments should be read
in conjunction  with the information  contained on pages 22-24,  26-32 and 34 of
the Annual Report referred to in Item 7 below.

PLASTICS

         The Plastics  segment is composed of the Film Products  division ("Film
Products"),  Molded Products and Fiberlux, Inc. ("Fiberlux").  Film Products and
Molded Products  manufacture a wide range of products including specialty films,
injection-molded  products and custom  injection  molds.  Broad  application for
these   products  is  found  in  films  for  packaging,   medical,   industrial,
agricultural and disposable  personal hygiene  products,  and in molded products
for industrial,  household,  personal-care,  medical and  electronics  products.
Fiberlux produces vinyl extrusions,  windows and patio doors. These products are
produced at various  locations  throughout  the United  States and are sold both
directly and through distributors. Tredegar also has films plants located in the
Netherlands,  Brazil and Argentina,  where it produces  films  primarily for the
European and Latin American markets, respectively. The Plastics segment competes
in all of its markets on the basis of the quality and prices of its products and
its service.


Film Products

         Film Products produces films for two major market categories:
disposables and industrial.

Disposables.  Film Products is one of the largest U.S. suppliers of embossed and
permeable films for disposable personal products.  In each of the last three
years, this class of products accounted for more than 30% of the consolidated
revenues of Tredegar.







         Film  Products  supplies  embossed  films and nonwoven  film  laminates
(cloth-like) to domestic and international manufacturers for use as backsheet in
disposable products such as baby diapers,  adult incontinent products,  feminine
hygiene  products and hospital  underpads.  Film Products'  primary customer for
embossed films and nonwoven film laminates for backsheet is The Procter & Gamble
Company  ("P&G"),  the  leading  global  disposable  diaper  manufacturer.  Film
Products  also sells  embossed  films to  several  producers  of  private  label
products. Film Products competes with several foreign and domestic film products
manufacturers in the backsheet market.

         Film Products also supplies permeable films to P&G for use as liners in
feminine hygiene products,  adult incontinent  products and hospital  underpads.
The processes used in manufacturing  these films were developed  jointly by Film
Products and P&G and are covered by applicable patents held by P&G and Tredegar.
Film Products also sells significant amounts of permeable films to international
affiliates of P&G.

         P&G also purchases molded plastic  products from Molded  Products.  P&G
and Tredegar have had a successful, long-term relationship based on cooperation,
product innovation and continuous process  improvement.  The loss or significant
reduction of business  associated with P&G would have a material  adverse effect
on Tredegar's business.

Industrial.  Film Products  produces a line of oriented films for food packaging
and other  applications  under the name Monax(R) Plus.  These are high strength,
high  moisture   barrier  films  that  allow  both  cost  and  source  reduction
opportunities over current packaging mediums.

         Film Products also produces  coextruded and monolayer permeable fabrics
under  the  name  of  VisPore(R).  These  fabrics  are  used to  regulate  fluid
transmission in many industrial,  medical,  agricultural and packaging  markets.
Specific  examples  include  filter plies for surgical  masks and other  medical
applications, permeable ground cover, thermal pouches for take-out food, natural
cheese mold release cloths and rubber bale wrap.

         Differentially   embossed  monolayer  and  coextruded  films  are  also
produced by Film  Products.  Some of these films are  extruded in a Class 10,000
clean room and act as a disposable, protective coversheet for photopolymers used
in the  manufacture  of  circuit  boards.  Other  films,  sold under the name of
ULTRAMASK(R),  are used as masking films to protect polycarbonate,  acrylics and
glass from damage during fabrication, shipping and handling.

Raw Materials. The primary raw materials for films produced by Film Products are
low-density  and linear  low-density  polyethylene  resins,  which Film Products
obtains from domestic and foreign suppliers at competitive prices.

         Tredegar's management believes that there will be an adequate supply of
polyethylene  resins in the immediate future.  Changes in resin prices,  and the
timing  thereof,  could have a significant  impact on the profit margins of this
division.  Resin  prices are fairly  volatile  and are  generally  followed by a
corresponding change in selling prices.

                                     - 2 -






Research and Development.  Film Products has a technical center in Terre Haute,
Indiana.  Film Products holds 36 U.S. patents and 14 U.S. trademarks.
Expenditures for research and development have averaged approximately $3.3
million per year during the past three years.


Molded Products

         See page 1 regarding the possible divestiture of Molded Products.

         Molded  Products   manufactures  five  major  categories  of  products:
packaging products,  industrial products,  parts for medical products, parts for
electronics products and injection-mold tools. Packaging products represent more
than half of Molded Products' business.

Packaging Products.  The packaging group produces deodorant canisters,  lip balm
sticks,  custom jars,  plugs,  fitments and closures,  primarily for toiletries,
cosmetics,  pharmaceuticals and personal hygiene markets. Molded Products is one
of the leading U.S. producers of lip balm sticks.  Molded Products competes with
various large producers in the packaging market.

Industrial Products.  Molded Products produces molded plastic parts for business
machines,  media  storage  products,  cameras,  appliances  and  various  custom
products.  In the business  machine area,  closer  tolerances,  made possible by
computer-aided design and manufacturing  (CAD/CAM) and engineered-grade  resins,
have  led to  expanded  high-performance  applications.  Molded  Products  works
closely with customers in the design of new industrial products and systems. The
market for such products is very competitive.

Parts for Medical and  Electronics  Products.  Effective  July 31, 1993,  Molded
Products'  subsidiary,  Polestar Plastics  Manufacturing  Company,  acquired the
assets of a custom  molder of  precision  parts for the medical and  electronics
markets.  Products  supplied  to  the  medical  market  include,  among  others,
disposable  plastic parts for  laparoscopic  surgery  instruments,  staple guns,
needle  protector  devices  and  syringe  housings.  Products  supplied  to  the
electronics  market  include,  among others,  connectors for computer cables and
circuit boards.

Injection-Mold Tools.  Molded Products' tooling group produces injection molds
for internal use and for sale to other custom and captive molders.  Molded
Products operates one of the largest independent tool shops in the United States
in St. Petersburg, Florida.

Raw  Materials.  Polypropylene  and  polyethylene  resins  are the  primary  raw
materials used by Molded Products. Molded Products also uses polystyrene resins.
Molded  Products  purchases  those raw  materials  from  domestic  suppliers  at
competitive prices.  Changes in resin prices, and the timing thereof, could have
a significant  impact on the  profitability  of this division.  Molded Products'
management believes that there will be an adequate supply of these resins in the
immediate future.


                                     - 3 -





Research and Development.  Molded Products owns five U.S. patents and one U.S.
trademarks and has spent an average of less than $100,000 each year for the last
three years for research and development.  Molded Products maintains a technical
center as part of its St. Petersburg, Florida, complex.


Fiberlux

         Fiberlux is a leading U.S. producer of rigid vinyl extrusions,  windows
and patio doors.  Fiberlux  products are sold to fabricators and directly to end
users.  The  subsidiary's  primary raw material,  polyvinyl  chloride  resin, is
purchased  from  producers  in open  market  purchases  and under  contract.  No
critical shortages of polyvinyl chloride resins are expected.

         Fiberlux holds one U.S. patent and three U.S. trademarks.


METAL PRODUCTS

         The Metal Products segment is composed of The William L. Bonnell
Company, Inc. ("Bonnell"), Capitol Products Corporation ("Capitol") and Brudi.
Bonnell and Capitol ("Aluminum Extrusions") produce soft alloy aluminum
extrusions primarily for the building and construction industry, and for
transportation and consumer durables markets.  Brudi primarily produces steel
attachments and uprights for the forklift truck market.


Aluminum Extrusions

         Aluminum Extrusions  manufactures plain,  anodized and painted aluminum
extrusions for sale directly to fabricators and  distributors  that use aluminum
extrusions in the production of curtain walls,  moldings,  architectural shapes,
running boards,  tub and shower doors, boat  windshields,  window components and
furniture,  among other products. Sales are made primarily in the United States,
principally east of the Rocky Mountains. Sales are substantially affected by the
strength of the  building  and  construction  industry,  which  accounts for the
majority of product sales.

         Raw materials for Aluminum  Extrusions,  consisting of aluminum  ingot,
aluminum  scrap and various  alloys,  are  purchased  from  domestic and foreign
producers  in  open-market  purchases  and under  short-term  contracts.  Profit
margins for products in Aluminum  Extrusions  are sensitive to  fluctuations  in
aluminum  ingot and scrap prices,  which  account for a  significant  portion of
product  cost.  Aluminum  ingot  prices are fairly  volatile  and are  generally
followed  by a  corresponding  change in selling  prices;  however,  there is no
assurance  that higher  ingot costs can be passed along to  customers.  Tredegar
does not expect  critical  shortages of aluminum or other required raw materials
and supplies.


                                     - 4 -





         Aluminum  Extrusions competes primarily based on the quality and prices
of its  products  and  its  service  with a  number  of  national  and  regional
manufacturers in the industry.

         Aluminum Extrusions holds two U.S. patents and 12 U.S. trademarks.


Brudi

         See page 1 regarding the possible divestiture of Brudi.

         Headquartered  in Ridgefield,  Washington,  Brudi is the second largest
supplier of uprights  and  attachments  for the  forklift  truck  segment of the
domestic materials  handling industry.  Brudi markets its products and services,
which include in-house engineering and design capabilities, primarily to dealers
and original equipment  manufacturers of forklift trucks. Markets served include
warehousing and  distribution,  food,  fiber,  primary metals,  pharmaceuticals,
beverage and paper.  Brudi  products  are made  primarily  from steel,  which is
purchased  on the open  market  and  under  contract  from  domestic  producers.
Tredegar  does not foresee  critical  shortages  of steel or other  required raw
materials and supplies.

         Brudi holds eight U.S. patents and three U.S. trademarks.


TECHNOLOGY

         The  Technology   segment  is  composed  primarily  of  investments  in
high-technology businesses and related research.

         Molecumetics,   Ltd.,  a  subsidiary   of  Tredegar   ("Molecumetics"),
commenced  operation of its rational drug design research laboratory in Seattle,
Washington.  Molecumetics  provides  proprietary  chemistry for the synthesis of
small molecule therapeutics and vaccines.  Using synthetic chemistry techniques,
researchers can fashion  small-molecules  that imitate the bioactive  portion of
larger and more  complex  molecules.  For  customers in the  pharmaceutical  and
biotechnology   industries,   these   synthetically-produced   compounds   offer
significant  advantages over naturally  occurring  proteins in fighting diseases
because  they are  smaller and more  easily  absorbed  in the human  body,  less
subject to attack by enzymes, more specific in their therapeutic  activity,  and
faster and less expensive to produce.

         In  December  1992,  Tredegar  acquired  APPX  Software,   Inc.  ("APPX
Software"),  a  supplier  of  flexible  software  development  environments  and
business applications software. In the first quarter of 1994, Tredegar wrote off
$9.5 million of goodwill and other  intangibles in APPX Software.  The write-off
was the  result of  management's  determination  that  income  generated  by the
acquired  products  would not be  sufficient  to recover the  unamortized  costs
associated with the intangible  software assets purchased.  In addition,  in the
first quarter of 1995 APPX Software was  restructured  in an effort to eliminate
its operating losses, which were

                                     - 5 -





$478,000  in the  first  quarter  of 1995 and $4.7  million  in 1994.  While new
product development  activities have been curtailed,  APPX Software continues to
sell,   maintain  and  support  existing   products.   In  connection  with  the
restructuring,  Tredegar recognized a first-quarter charge of $2.4 million ($1.6
million after income tax benefits). For the post-restructuring period April 1 to
December 31, 1995, APPX Software had an operating profit of $382,000. The market
for software  products is very  competitive and  characterized  by short product
life cycles.

         Molecumetics holds three U.S. patents and one U.S. trademark.
Molecumetics has filed a number of other patent applications with respect to its
technology.  APPX Software owns four U.S. copyrights and holds one U.S.
trademark.  Businesses included in the Technology segment spent $5.0 million in
1995, $5.4 million in 1994 and $5.6 million in 1993 for research and
development.  Research and development spending declined in 1995 due to lower
spending at APPX Software partially offset by higher spending at Molecumetics.


MISCELLANEOUS

Patents,  Licenses and  Trademarks.  Tredegar  considers  patents,  licenses and
trademarks to be of  significance to its Plastics  segment and its  Molecumetics
and APPX  Software  subsidiaries.  Tredegar  routinely  applies  for  patents on
significant  patentable  developments  with  respect  to all of its  businesses.
Patents owned by Tredegar and its subsidiaries have remaining terms ranging from
1 to 16 years. In addition, the Plastics segment and certain of Tredegar's other
subsidiaries have licenses under patents owned by third parties.

Research and Development.  During 1995, 1994 and 1993, approximately $8.8
million, $8.3 million and $9.1 million, respectively, was spent on
company-sponsored research and development activities in connection with the
businesses of Tredegar and its subsidiaries.  See "Business of
Tredegar - Plastics and Other Businesses."

Backlog.  Backlogs are not material to Tredegar.

Government  Regulation.  Laws  concerning the  environment  that affect or could
affect Tredegar's  domestic  operations  include,  among others, the Clean Water
Act, the Clean Air Act, the Resource Conservation Recovery Act, the Occupational
Safety  and  Health  Act,  the  National  Environmental  Policy  Act,  the Toxic
Substances Control Act, the Comprehensive  Environmental Response,  Compensation
and Liability Act ("CERCLA"),  regulations promulgated under these acts, and any
other  federal,  state  or local  laws or  regulations  governing  environmental
matters.  The  operations of Tredegar and its  subsidiaries  are in  substantial
compliance  with all  applicable  laws,  regulations  and  permits.  In order to
maintain substantial compliance with such standards, Tredegar may be required to
incur  expenditures,   the  amounts  and  timing  of  which  are  not  presently
determinable  but which could be significant,  in constructing new facilities or
in modifying existing facilities.


                                     - 6 -





         From time to time the  Environmental  Protection  Agency  may  identify
Tredegar or one of its  subsidiaries  as a  potentially  responsible  party with
respect to a Superfund  site under CERCLA.  To date,  Tredegar,  indirectly,  is
potentially  responsible  with respect to three  Superfund  sites.  As a result,
Tredegar  may be  required  to expend  amounts on  remedial  investigations  and
actions at such Superfund sites. Responsible parties under CERCLA may be jointly
and severally liable for costs at a site, although typically costs are allocated
among the responsible parties.

         In addition,  Tredegar,  indirectly, is potentially responsible for one
New  Jersey  Spill  Site  Act  location.   Another  New  Jersey  site  is  being
investigated  pursuant to the New Jersey  Environmental  Cleanup  Responsibility
Act.

Employees.  Tredegar and its subsidiaries employ approximately 3,300 people.
Tredegar considers its relations with its employees to be good.


ITEM 2.  PROPERTIES

GENERAL

         Most of the improved real property and the other assets of Tredegar and
its  subsidiaries  are owned,  and none of the owned  property  is subject to an
encumbrance  material  to  the  consolidated  operations  of  Tredegar  and  its
subsidiaries.  Tredegar  considers the condition of the plants,  warehouses  and
other  properties and assets owned or leased by Tredegar and its subsidiaries to
be  generally   good.   Additionally,   Tredegar   considers  the   geographical
distribution  of its plants to be  well-suited  to  satisfying  the needs of its
customers.

         Tredegar  believes  that the  capacity of its plants to be adequate for
immediate needs of its businesses.  Tredegar's plants generally have operated at
70-85 percent of capacity. Tredegar's corporate headquarters offices are located
at 1100 Boulders Parkway, Richmond, Virginia 23225.



                                     - 7 -





PLASTICS

         The Plastics segment has the following principal plants and facilities:

LOCATION                                        PRINCIPAL OPERATIONS
Carbondale, Pennsylvania                        Production of plastic films
LaGrange, Georgia
Manchester, Iowa
New Bern, North Carolina
Tacoma, Washington (leased)
Terre Haute, Indiana (2)
  (technical center and
  production facility)
Kerkrade, the Netherlands
Sao Paulo, Brazil
San Juan, Argentina (a)

Alsip, Illinois (b)                             Production of molds and molded
Excelsior Springs, Missouri (c)                 plastic products
South Grafton, Massachusetts (c)
Graham, North Carolina (leased) (c)
St. Petersburg, Florida (2) (c)
  (two production facilities
  including a technical center)
Philipsburg, Pennsylvania (leased) (c)
State College, Pennsylvania (leased) (c)

Pawling, New York                               Production of vinyl extrusions,
Purchase, New York (headquarters) (leased)      windows and patio doors

- --------
(a) Acquired by Tredegar during the first quarter of 1995.
(b) Tredegar has announced the closing or other disposition of this plant.
(c) Tredegar has announced that it is exploring the sale of Molded Products.

                                     - 8 -





METAL PRODUCTS

         The Metal  Products  segment  has the  following  principal  plants and
facilities:

LOCATION                                        PRINCIPAL OPERATIONS
Carthage, Tennessee                             Production of aluminum
Kentland, Indiana                               extrusions, finishing
Newnan, Georgia

Ridgefield, Washington (d)                      Production of uprights
Adelaide, Australia (d)                         and attachments
Halifax, England (d)


TECHNOLOGY

         Molecumetics leases its laboratory space in Bellevue,  Washington. APPX
Software leases office space in Richmond, Virginia.

ITEM 3.  LEGAL PROCEEDINGS

         None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

EXECUTIVE OFFICERS OF TREDEGAR

         Set  forth  below  are the  names,  ages and  titles  of the  executive
officers of Tredegar:

NAME                           AGE          TITLE

John D. Gottwald               41           President and
                                            Chief Executive Officer

Richard W. Goodrum             67           Executive Vice President and
                                            Chief Operating Officer
                                            (Retiring as of April 1, 1996)

- --------
(d) Tredegar has announced that it is exploring the sale of Brudi.

                                     - 9 -





Norman A. Scher               58             Executive Vice President,
                                             Chief Financial Officer
                                             and Treasurer

Michael W. Giancaspro         41             Vice President, Corporate
                                             Planning

Steven M. Johnson             45             Vice President, Corporate
                                             Development

Douglas R. Monk               50             Vice President and President,
                                             Aluminum Extrusions

Anthony J. Rinaldi            58             Vice President and President,
                                             Film Products

Frederick P. Woods            51             Vice President, Personnel

         Except as described  below,  each of these  officers has served in such
capacity  since July 10,  1989.  Each will hold office  until his  successor  is
elected or until his earlier removal or resignation.

MICHAEL W. GIANCASPRO.  Mr. Giancaspro served as Director of Corporate Planning
from March 31, 1989, until February 27, 1992, when he was elected Vice
President, Corporate Planning.

STEVEN M. JOHNSON.  Mr. Johnson served as Secretary of the Corporation until
February, 1994. Mr. Johnson served as Vice President, General Counsel and
Secretary from July 10, 1989, until July, 1992, when his position was changed to
Vice President, Corporate Development and Secretary.

DOUGLAS R. MONK.  Mr. Monk was elected Vice President on August 29, 1994.  Mr.
Monk has served as President of The William L. Bonnell Company, Inc. and Capitol
Products Corporation since February 23, 1993.  He also served as Director of
Operations of Tredegar's Aluminum Division.

ANTHONY J. RINALDI.  Mr. Rinaldi was elected Vice President on February 27,
1992.  Mr. Rinaldi has served as General Manager of Tredegar Film Products since
July 1, 1991.  During 1991, he also served as Managing Director of European
operations.  Mr. Rinaldi served as Director of Sales and Marketing for Tredegar
Film Products from July 10, 1989 to June, 1991.

FREDERICK P. WOODS.  Mr. Woods served as Vice President, Employee Relations from
July 10, 1989 until December, 1993, when his position was changed to Vice
President, Personnel.

                                     - 10 -





                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
         RELATED STOCKHOLDER MATTERS

         The  information  contained  on page 52 of the  Annual  Report under
         the captions "Dividend Information," "Stock Listing" and "Market Prices
         of  Common  Stock  and  Shareholder  Data" is incorporated herein by
         reference.


ITEM 6.  SELECTED FINANCIAL DATA

         The  information  for the six years ended  December  31, 1995,
         contained in the "Six-Year  Summary" on pages 20 and 21 of the Annual
         Report is incorporated herein by reference.


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         The textual and tabular information concerning the years 1995, 1994 and
         1993  contained on pages 22 through 24, 26 through 32 and  34  of  the
         Annual  Report  is  incorporated  herein  by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The consolidated  financial  statements  contained on pages 36 through
         39, the notes to  financial  statements  contained  on pages 40 through
         51, the report of independent  accountants on page 35, and the
         information  under  the  caption  "Selected Quarterly Financial Data
         (Unaudited)" on page 33 and related notes on page 34 of the Annual
         Report are incorporated  herein by reference.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

         None.

                                     - 11 -





                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The  information  contained  on pages 2 through 4 of the Proxy
         Statement under the caption "Election of Directors" concerning
         directors  and  persons   nominated  to  become  directors  of Tredegar
         is incorporated  herein by reference.  See "Executive Officers  of
         Tredegar"  at  the  end  of  Part  I  above  for information about the
         executive officers of Tredegar.

         The  information  contained  on page 5 of the Proxy  Statement under
         the caption "Stock Ownership" is incorporated  herein by reference.


ITEM 11. EXECUTIVE COMPENSATION

         The  information  contained on pages 7 through 14 of the Proxy
         Statement  under  the  caption   "Compensation   of  Executive Officers
         and Directors"  concerning executive  compensation is incorporated
         herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT

         The  information  contained  on pages 4 through 6 of the Proxy
         Statement under the caption "Stock  Ownership" is incorporated herein
         by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None.

                                     - 12 -





                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
         REPORTS ON FORM 8-K

         (a)  Documents:

              (1)   Financial  statements - the  following  consolidated
                    financial  statements of the  registrant are included on
                    pages  35 to 51 in  the  Annual  Report  and  are
                    incorporated herein by reference in Item 8.

                    Report of independent accountants.

                    Consolidated  balance  sheets as of December 31, 1995 and
                    1994.

                    Consolidated  statements  of  income,  cash flows and
                    shareholders' equity for the years ended December 31, 1995,
                    1994 and 1993.

                    Notes to financial statements.

              (2)   None.

              (3)   Exhibits

                    3.1      Amended   and    Restated    Articles   of
                             Incorporation   of   Tredegar   (filed  as Exhibit
                             3.1 to Tredegar's Annual Report on Form 10-K for
                             the year ended  December 31, 1989,   and
                             incorporated herein   by reference)

                    3.2       Amended  By-laws  of  Tredegar  (filed  as Exhibit
                              3 to Tredegar's  Quarterly  Report on Form  10-Q
                              for  the   quarter   ended September  30, 1994,
                              and incorporated herein by reference)

                    4.1       Form of Common Stock Certificate (filed as Exhibit
                              4.3 to Tredegar's Annual Report on Form 10-K for
                              the year ended  December 31, 1989,   and
                              incorporated    herein   by reference)

                    4.2       Rights  Agreement  dated  as of  June  15, 1989,
                              between Tredegar and NationsBank of Virginia,
                              N.A.  (formerly  Sovran  Bank, N.A.),  as Rights
                              Agent (filed as Exhibit 4.4 to  Tredegar's  Annual
                              Report on Form 10-K for the year ended December
                              31, 1989, and incorporated herein by reference)

                    4.2.1     Amendment   and   Substitution   Agreement (Rights
                              Agreement)  dated  as of  July 1, 1992, by and
                              among  Tredegar,  NationsBank of Virginia,  N.A.
                              (formerly Sovran Bank, N.A.) and American  Stock
                              Transfer & Trust Company   (filed  as   Exhibit
                              4.2.1  to Tredegar's  Annual Report on Form 10-K
                              for the year  ended  December  31,  1992,  and
                              incorporated herein by reference)


                                     - 13 -





                     4.3      Loan Agreement dated June 16, 1993 between
                              Tredegar and  Metropolitan  Life Insurance Company
                              (filed as Exhibit 4 to Tredegar's Quarterly
                              Report  on  Form  10-Q  for the quarter   ended
                              June   30,   1993,   and incorporated herein by
                              reference)

                     4.4      Revolving Credit Facility  Agreement dated as of
                              September  7, 1995  among  Tredegar Industries,
                              Inc., the banks named therein, Chemical Bank as
                              Administrative  Agent and NationsBank N.A. and
                              LTCB Trust Company as Co-Agents   (filed  as
                              Exhibit   4.1  to Tredegar's  Quarterly  Report on
                              Form 10-Q for the quarter ended  September 30,
                              1995, and incorporated herein by reference)

                     4.5      Consent and Agreement  dated September 26, 1995,
                              between Tredegar  Industries,  Inc. and
                              Metropolitan  Life Insurance  Company (filed  as
                              Exhibit   4.2  to   Tredegar's Quarterly  Report
                              on  Form  10-Q  for the quarter  ended  September
                              30,  1995,  and incorporated herein by reference)

                    10.1      Reorganization and Distribution  Agreement dated
                              as of June 1, 1989, between Tredegar and Ethyl
                              Corporation  ("Ethyl") (filed as Exhibit 10.1 to
                              Tredegar's  Annual Report on Form 10-K for the
                              year  ended  December 31,  1989,  and
                              incorporated   herein  by reference)

                   *10.2      Employee  Benefits  Agreement  dated as of June 1,
                              1989,  between  Tredegar and Ethyl (filed  as
                              Exhibit  10.2  to   Tredegar's Annual  Report  on
                              Form  10-K for the year ended December 31, 1989,
                              and  incorporated herein by reference)

                    10.3      Tax Sharing  Agreement dated as of June 1, 1989,
                              between Tredegar and Ethyl (filed as Exhibit 10.3
                              to  Tredegar's  Annual Report on Form 10-K for the
                              year  ended  December 31,  1989,  and
                              incorporated   herein  by reference)

                    10.4      Master Services Agreement dated as of June 1,
                              1989, between Tredegar and Ethyl (filed as Exhibit
                              10.4  to  Tredegar's   Annual Report  on Form
                              10-K for the  year  ended December 31, 1989, and
                              incorporated herein by reference)

                    10.4.1    Amendment  to  Master  Services  Agreement dated
                              as of  November  1,  1990,  between Tredegar   and
                              Ethyl  (filed  as  Exhibit 10.4.1 to Tredegar's
                              Annual Report on Form 10-K for the year ended
                              December 31, 1990, and incorporated herein by
                              reference)

                    10.5      Indemnification Agreement dated as of June 1,
                              1989, between Tredegar and Ethyl (filed as
                              Exhibit  10.5  to  Tredegar's   Annual Report  on
                              Form  10-K for the  year  ended December 31, 1989,
                              and incorporated herein by reference)

                   *10.6      Tredegar 1989 Incentive Stock Option Plan
                              (included as Exhibit A to the Prospectus contained
                              in the Form S-8 Registration Statement No.
                              33-31047, and incorporated herein by reference)

                   *10.7      Tredegar Bonus Plan (filed as Exhibit 10.7 to
                              Tredegar's  Annual Report on Form 10-K for the
                              year ended  December 31, 1989, and incorporated
                              herein by reference)


                                     - 14 -





                   *10.8     Savings Plan for the Employees of Tredegar (filed
                             as Exhibit 4 to the Form S-8 Registration Statement
                             No. 33-29582, and incorporated herein by reference)

                   *10.9     Tredegar  Retirement Income Plan (filed as Exhibit
                             10.9 to  Tredegar's  Annual Report on Form 10-K for
                             the year  ended  December 31,  1990,  and
                             incorporated   herein  by reference)

                   *10.10    Agreement   dated  as  of  June  1,  1989, between
                             Tredegar  and  Norman  A.  Scher (filed as  Exhibit
                             10.10  to  Tredegar's Annual  Report on Form  10-K
                             for the year ended December 31, 1989, and
                             incorporated herein by reference)

                   *10.11    Tredegar 1992 Omnibus Stock Incentive Plan (filed
                             as  Exhibit  10.12  to  Tredegar's Annual  Report
                             on Form  10-K for the year ended December 31, 1991,
                             and  incorporated herein by reference)

                   *10.12    Tredegar Industries, Inc. Retirement Benefit
                             Restoration Plan (filed as Exhibit 10.13 to
                             Tredegar's Annual Report on Form 10-K for the year
                             ended December 31, 1993, and incorporated herein by
                             reference)

                   *10.13    Tredegar Industries, Inc. Savings Plan Benefit
                             Restoration Plan (filed as Exhibit 10.14 to
                             Tredegar's Annual Report on Form 10-K for the year
                             ended December 31, 1993, and incorporated herein by
                             reference)

                    10.14    Agreement of Merger by and among  Tredegar
                             Investments,   Inc.,  The  Elk  Horn  Coal
                             Corporation,  Pen  Holdings,  Inc. and PHI
                             Acquisition Corp. made as of June 22, 1994 (filed
                             as   Exhibit   10  to   Tredegar's Quarterly
                             Report  on  Form  10-Q  for the quarter  ended June
                             30, 1994,  as amended, and  incorporated   herein
                             by  reference) (Schedules    and    exhibits
                             omitted; Registrant agrees to furnish a copy of any
                             schedule or exhibit to the  Securities and Exchange
                             Commission upon request.)

                    11       Statement re:  Computation of Earnings Per Share

                    13       Tredegar Annual Report to Shareholders for the year
                             ended December 31, 1995 (See Note 1)

                    21       Subsidiaries of Tredegar

                    23.1     Consent of Independent Accountants

                    27       Financial Data Schedule

                  *The marked items are  management  contracts  or  compensatory
                  plans,  contracts  or  arrangements  required  to be  filed as
                  exhibits to this Form 10-K.

         (b)      Reports on Form 8-K

                  None


                                     - 15 -





         (c)      Exhibits

                  The  response  to this  portion of Item 14 is  submitted  as a
                  separate section of this report.

         (d)      Financial Statement Schedules

                  None

         Note 1. With the exception of the information incorporated in this Form
         10-K by  reference  thereto,  the  Annual  Report  shall  not be deemed
         "filed" as a part of Form 10-K.

                                     - 16 -





                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                                                       TREDEGAR INDUSTRIES, INC.
                                                       (Registrant)


Dated:  February 21, 1996                           By     /s/ JOHN D. GOTTWALD
                                                       -------------------------
                                                            John D. Gottwald
                                                                President



         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities indicated on February 21, 1996.


            Signature                                  Title


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

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

     /s/ D. ANDREW EDWARDS                       Corporate Controller
         (D. Andrew Edwards)                     (Principal Accounting Officer)


     /s/ R. W. GOODRUM                           Executive Vice President and
         (Richard W. Goodrum)                    Director


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



                                     - 17 -





     /s/ PHYLLIS COTHRAN                         Director
         (Phyllis Cothran)


     /s/ BRUCE C. GOTTWALD                       Director
         (Bruce C. Gottwald)


     /s/ FLOYD D. GOTTWALD, JR.                  Director
         (Floyd D. Gottwald)


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


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


     /s/ W. THOMAS RICE                          Director
         (W. Thomas Rice)

                                     - 18 -






                                 EXHIBIT INDEX

                                                                                   Page
                                                                             
3.1         Amended and Restated Articles of Incorporation of Tredegar (filed as
            Exhibit 3.1 to  Tredegar's  Annual  Report on Form 10-K for the year
            ended December 31, 1989, and incorporated herein by reference)

3.2         Amended  By-laws  of  Tredegar  (filed as  Exhibit  3 to  Tredegar's
            Quarterly  Report on Form 10-Q for the quarter  ended  September 30,
            1995, and incorporated herein by reference)

4.1         Form of Common Stock Certificate (filed as Exhibit 4.3 to Tredegar's
            Annual Report on Form 10-K for the year ended December 31, 1989, and
            incorporated herein by reference)

4.2         Rights  Agreement  dated as of June 15, 1989,  between  Tredegar and
            NationsBank  of Virginia,  N.A.  (formerly  Sovran Bank,  N.A.),  as
            Rights Agent (filed as Exhibit 4.4 to  Tredegar's  Annual  Report on
            Form 10-K for the year ended  December  31, 1989,  and  incorporated
            herein by reference)

4.2.1       Amendment and Substitution  Agreement (Rights Agreement) dated as of
            July 1, 1992, by and among Tredegar,  NationsBank of Virginia,  N.A.
            (formerly  Sovran Bank,  N.A.) and American  Stock  Transfer & Trust
            Company (filed as Exhibit 4.2.1 to Tredegar's  Annual Report on Form
            10-K for the year ended December 31, 1992, and incorporated  herein
            by reference)

4.3         Loan Agreement dated June 16, 1993 between Tredegar and Metropolitan
            Life Insurance  Company (filed as Exhibit 4 to Tredegar's  Quarterly
            Report on Form 10-Q for the quarter ended  September  30, 1993,  and
            incorporated herein by reference)

4.4         Revolving  Credit  Facility  Agreement dated as of September 7, 1995
            among Tredegar Industries,  Inc., the banks named therein,  Chemical
            Bank as  Administrative  Agent and  NationsBank  N.A. and LTCB Trust
            Company as Co-Agents  (filed as Exhibit 4.1 to Tredegar's  Quarterly
            Report on Form 10-Q for the quarter ended  September  30, 1995,  and
            incorporated herein by reference)

4.5         Consent and Agreement  dated  September 26, 1995,  between  Tredegar
            Industries,  Inc. and Metropolitan  Life Insurance Company (filed as
            Exhibit  4.2 to  Tredegar's  Quarterly  Report  on Form 10-Q for the
            quarter  ended  September  30,  1995,  and  incorporated  herein  by
            reference)







 10.1       Reorganization and Distribution  Agreement dated as of June 1, 1989,
            between  Tredegar  and Ethyl  (filed as Exhibit  10.1 to  Tredegar's
            Annual Report on Form 10-K for the year ended December 31, 1989, and
            incorporated herein by reference)

*10.2       Employee Benefits  Agreement dated as of June 1, 1989, between
            Tredegar and Ethyl (filed as Exhibit 10.2 to Tredegar's Annual
            Report on Form 10-K for the year ended December 31, 1989, and
            incorporated herein by reference)

 10.3       Tax Sharing Agreement dated as of June 1, 1989, between Tredegar and
            Ethyl (filed as Exhibit  10.3 to  Tredegar's  Annual  Report on Form
            10-K for the year ended December 31, 1989, and  incorporated  herein
            by reference)

 10.4       Master Services Agreement dated as of June 1, 1989, between Tredegar
            and Ethyl (filed as Exhibit 10.4 to Tredegar's Annual Report on Form
            10-K for the year ended December 31, 1989, and incorporated  herein
            by reference)

 10.4.1     Amendment to Master Services Agreement dated as of November 1, 1990,
            between  Tredegar and Ethyl (filed as Exhibit  10.4.1 to  Tredegar's
            Annual Report on Form 10-K for the year ended December 31, 1990, and
            incorporated herein by reference)

 10.5       Indemnification Agreement dated as of June 1, 1989, between Tredegar
            and Ethyl (filed as Exhibit 10.5 to Tredegar's Annual Report on Form
            10-K for the year ended December 31, 1989, and incorporated  herein
            by reference)

*10.6       Tredegar 1989 Incentive Stock Option Plan (included as Exhibit A to
            the Prospectus contained in the Form S-8 Registration Statement No.
            33-31047, and incorporated herein by reference)

*10.7       Tredegar  Bonus  Plan  (filed as  Exhibit  10.7 to  Tredegar's
            Annual  Report on Form 10-K for the year  ended  December  31,
            1989, and incorporated herein by reference)

*10.8       Savings Plan for the Employees of Tredegar (filed as Exhibit 4 to
            the Form  S-8 Registration Statement No. 33-29582, and incorporated
            herein by reference)

*10.9       Tredegar  Retirement  Income  Plan  (filed as Exhibit  10.9 to
            Tredegar's  Annual  Report  on Form  10-K for the  year  ended
            December 31, 1990, and incorporated herein by reference)






*10.10      Agreement  dated  as of June 1,  1989,  between  Tredegar  and
            Norman A. Scher (filed as Exhibit 10.10 to  Tredegar's  Annual
            Report on Form 10-K for the year ended  December 31, 1989, and
            incorporated herein by reference)

*10.11      Tredegar 1992 Omnibus Stock  Incentive  Plan (filed as Exhibit
            10.12 to  Tredegar's  Annual  Report on Form 10-K for the year
            ended December 31, 1991, and incorporated herein by reference)

*10.12      Tredegar Industries, Inc. Retirement Benefit Restoration Plan (filed
            as Exhibit 10.13 to Tredegar's Annual Report on Form 10-K for the
            year ended December 31, 1993, and incorporated herein by reference)

*10.13      Tredegar Industries, Inc. Savings Plan Benefit Restoration Plan
            (filed as Exhibit 10.14 to Tredegar's Annual Report on Form 10-K for
            the year ended December 31, 1993, and incorporated herein by
            reference)

 10.14      Agreement of Merger by and among Tredegar Investments, Inc., The Elk
            Horn Coal Corporation, Pen Holdings, Inc. and PHI Acquisition Corp.
            made as of June 22, 1994 (filed as Exhibit 10 to Tredegar's
            Quarterly Report on Form 10-Q for the quarter ended June 30, 1994,
            as amended, and incorporated herein by reference) (Schedules and
            exhibits omitted; Registrant agrees to furnish a copy of any
            schedule or exhibit to the Securities and Exchange Commission upon
            request.)

 11         Statement re:  Computation of Earnings Per Share

 13         Tredegar Annual Report to Shareholders for the year ended December
            31, 1995 (See Note 1)

 21         Subsidiaries of Tredegar

 23.1       Consent of Independent Accountants

 27         Financial Data Schedule



*The marked items are management contracts or compensatory plans, contracts or
arrangements required to be filed as exhibits to this Form 10-K.