Form: 4

Statement of changes in beneficial ownership of securities

November 23, 2004

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HAYES JOHN A

(Last) (First) (Middle)
BALL CORPORATION
10 LONGS PEAK DR.

(Street)
BROOMFIELD CO 80021-2510

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BALL CORP [ BLL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, CORP STRATEGY & DEV
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Prepaid Variable Forward Contract (1) 11/19/2004 J(1) 20,000(1) 11/18/2008(1) 11/18/2008 Common Stock 20,000 (1) 20,000 D
Explanation of Responses:
1. On 11-19-04, John A. Hayes entered into a prepaid variable forward contract (Contract) with a broker/dealer (Buyer) for disposition of 20,000 shares of Ball Corp Common Stock (Ball Shares). Contract obligates Mr. Hayes to deliver to Buyer on 11-18-08 (Settlement Date) a number of Ball Shares equal to $859,400 (currently 20,000 Ball Shares @$42.97). In exchange Mr. Hayes initially receives a portion of the settlement price. The number of Ball Shares to be sold by Mr. Hayes under Contract will be 20,000 base amount & will depend on whether the ceiling price is above floor price. To fulfill the Contract, Ball Shares have been delivered to Buyer but will not be sold until 11-18-08. At Mr. Hayes's option, he may deliver cash equivalent to value of required number of Ball Shares to be delivered on Settlement Date.
Remarks:
Total number of Common Shares directly owned includes shares acquired through participation in the Ball Corporation Employee Stock Purchase Plan. Total number of 401(k) Plan shares includes shares acquired through periodic dividend reinvestment and employer matching contributions.
By: Charles E. Baker, GenCounsel&AsstCorpSec For: John A. Hayes 11/23/2004
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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