BYLAWS AMENDED 1/25/94

BYLAWS
OF
BALL CORPORATION
(As of January 25, 1994)


Article One

Capital Stock

Section A. Classes of Stock. The capital stock of the corporation shall
consist of shares of such kinds and classes, with such designations and such
relative rights, preferences, qualifications, limitations and restrictions,
including voting rights, and for such consideration as shall be stated in or
determined in accordance with the Amended Articles of Incorporation and any
amendment or amendments thereof, or the Indiana Business Corporation Law.
Consistent with the Indiana Business Corporation Law, capital stock of the
corporation owned by the corporation may be referred to and accounted for as
treasury stock.

Section B. Certificates for Shares. All share certificates shall be
consecutively numbered as issued and shall be signed by the president or a vice
president and the corporate secretary or any assistant secretary of the
corporation.

Section C. Transfer of Shares. The shares of the capital stock of the
corporation shall be transferred only on the books of the corporation by the
holder thereof, or by his attorney, upon the surrender and cancellation of the
stock certificate, whereupon a new certificate shall be issued to the
transferee. The transfer and assignment of such shares of stock shall be
subject to the laws of the State of Indiana. The board of directors shall have
the right to appoint and employ one or more stock registrars and/or transfer
agents in the State of Indiana or in any other state.

Section D. Control Share Acquisition Statute Inapplicable. Chapter 42 of
the Indiana Business Corporation Law (IC 23-1-42) shall not apply to control
share acquisitions of shares of the Corporation.

Article Two

Shareholders

Section A. Annual Meetings. The regular annual meeting of the
shareholders of the corporation shall be held on the fourth Tuesday in April of
each year, or on such other date within a reasonable interval after the close
of the corporation's last fiscal year as may be designated from time to time by
the board of directors, for the election of the directors of the corporation,
and for the transaction of such other business as is authorized or required to
be transacted by the shareholders.

Section B. Special Meetings. Special meetings of the shareholders may be
called by the president or by the board of directors or as otherwise may be
required by law.

Section C. Time and Place of Meetings. All meetings of the shareholders
shall be held at the principal office of the corporation or at such other place
within or without the State of Indiana and at such time as may be designated
from time to time by the board of directors.

Article Three

Directors

Section A. Number and Terms of Office. The business of the corporation
shall be controlled and managed in accordance with the Indiana Business
Corporation Law by a board of nine directors, divided into classes as provided
in the Amended Articles of Incorporation.

Section B. Eligibility. No person shall be eligible for election or
reelection as a director after having attained the age of seventy prior to or
on the day of election or reelection. A director who attains the age of
seventy during his term of office shall be eligible to serve only until the
annual meeting of shareholders of the corporation next following such
director's seventieth birthday.

Section C. Chairman of the Board. The chairman of the board shall be
chosen from among the directors and shall preside at all meetings of the board
of directors and shareholders. He shall confer from time to time with members
of the board and the officers of the corporation and shall perform such other
duties as may be assigned to him by the board. Except where by law the
signature of the president is required, the chairman of the board shall possess
the same power as the president to sign all certificates, contracts, and other
instruments of the corporation which may be authorized by the board of
directors.

Section D. Regular Meetings. The regular annual meeting of the board of
directors shall be held immediately after the adjournment of each annual
meeting of the shareholders. Regular quarterly meetings of the board of
directors shall be held on the fourth Tuesday of January, July and October of
each year, or on such other date as may be designated from time to time by the
board of directors.

Section E. Special Meetings. Special meetings of the board of directors
may be called at any time by the chairman of the board or by the board, by
giving to each director an oral or written notice setting the time, place and
purpose of holding such meetings.

Section F. Time and Place of Meetings. All meetings of the board of
directors shall be held at the principal office of the corporation, or at such
other place within or without the State of Indiana and at such time as may be
designated from time to time by the board of directors.

Section G. Notices. Any notice, of meetings or otherwise, which is given
or is required to be given to any director may be in the form of oral notice.

Section H. Committees. The board of directors is expressly authorized to
create committees and appoint members of the board of directors to serve on
them, as follows:

(1) Temporary and standing committees, including an executive
committee, and the respective chairmen thereof, may be appointed by the board
of directors, from time to time. The board of directors may invest such
committees with such powers and limit the authority of such committees as it
may see fit, subject to conditions as it may prescribe. The executive
committee shall consist of three or more members of the board. All other
committees shall consist of one or more members of the board. All committees
so appointed shall keep regular minutes of the transactions of their meetings,
shall cause them to be recorded in books kept for that purpose in the office of
the corporation, and shall report the same to the board of directors at its
next meeting. Within its area of responsibility, each committee shall have and
exercise all of the authority of the board of directors, except as limited by
the board of directors or by law, and shall have the power to authorize the
execution of an affixation of the seal of the corporation to all papers or
documents which may require it.

(2) Neither the designation of any of the foregoing committees or
the delegation thereto of authority shall operate to relieve the board of
directors, or any member thereof, of any responsibility imposed by law.

Section I. Loans to Directors. Except as consistent with the Indiana
Business Corporation Law, the corporation shall not lend money to or guarantee
the obligation of any director of the corporation.

Article Four

Officers

Section A. Election and Term of Office. The officers of the corporation
shall be elected by the board of directors at the regular annual meeting of the
board, unless the board shall otherwise determine, and shall consist of a
president, one or more vice presidents (any one or more of whom may be
designated "corporate," "group" or other functionally described vice
president), a corporate secretary, a treasurer and, if so elected by the board,
may include a vice-chairman of the board of directors and one or more assistant
secretaries and assistant treasurers. The board of directors shall, from time
to time, designate the president or, if elected, the vice chairman of the board
of directors, as the chief executive officer of the corporation, who shall have
general supervision of the affairs of the corporation. The board of directors
may, from time to time, designate a chief operating officer and a chief
financial officer from among the officers of the corporation. Each officer
shall continue in office until his successor shall have been duly elected and
qualified or until removed in the manner hereinafter provided. Vacancies
occasioned by any cause in any one or more of such offices may be filled for
the unexpired portion of the term by the board of directors at any regular or
special meeting of the board.

Section B. Vice-Chairman of the Board. The vice-chairman of the board,
if elected, shall be chosen from among the directors and shall, in the absence
of the chairman of the board, preside at all meetings of the shareholders and
directors. He shall have and exercise the powers and duties of the chairman of
the board in the event of the chairman's absence or inability to act or during
a vacancy in the office of chairman of the board. He shall possess the same
power as the chairman to sign all certificates, contracts, and other
instruments of the corporation which may be authorized by the board of
directors. He shall also have such other duties and responsibilities as shall
be assigned to him by the board of directors or chairman. During the absence
or disability of the president, if the president has been designated chief
executive officer, the vice chairman of the board shall act as the chief
executive officer of the corporation and shall exercise all the powers and
discharge all the duties of the president.

Section C. The President. The president and his duties shall be subject
to the control of the board of directors and, if the chairman of the board has
been designated chief executive officer, to the control of the chairman of the
board. The president shall have the power to sign and execute all deeds,
mortgages, bonds, contracts and other instruments of the corporation as
authorized by the board of directors, except in cases where the signing and
execution thereof shall be expressly designated by the board of directors or by
these bylaws to some other officer, official or agent of the corporation. The
president shall perform all duties incident to the office of president and such
other duties as are properly required of him by the bylaws. During the absence
or disability of the chairman of the board and the vice-chairman of the board,
the president shall exercise all the powers and discharge all the duties of the
chairman of the board.

Section D. The Vice Presidents. The vice presidents shall possess the
same power as the president to sign all certificates, contracts and other
instruments of the corporation which may be authorized by the board of
directors, except where by law the signature of the president is required. All
vice presidents shall perform such duties as may from time to time be assigned
to them by the board of directors, the chairman of the board and the president.
In the event of the absence or disability of the president, and at the request
of the chairman of the board, or in his absence or disability, at the request
of the vice-chairman of the board, or in his absence or disability at the
request of the board of directors, the vice presidents in the order designated
by the chairman of the board, or in his absence or disability by the vice-
chairman of the board, or in his absence or disability by the board of
directors, shall perform all of the duties of the president, and when so acting
they shall have all of the powers of and be subject to the restrictions upon
the president and shall act as a member of, or as a chairman of, any standing
or special committee of which the president is a member or chairman by
designation or ex officio.

Section E. The Corporate Secretary. The corporate secretary of the
corporation shall:

(1) Keep the minutes of the meetings of the shareholders and the
board of directors in books provided for that purpose.

(2) See that all notices are duly given in accordance with the
provisions of these bylaws and as required by law.

(3) Be custodian of the records and of the seal of the corporation
and see that the seal is affixed to all documents, the execution of which on
behalf of the corporation under its seal is duly authorized in accordance with
the provisions of these bylaws.

(4) Keep a register of the post office address of each shareholder,
which shall be furnished to the corporate secretary at his request by such
shareholder, and make all proper changes in such register, retaining and filing
his authority for all such entries.

(5) See that the books, reports, statements, certificates and all
other documents and records required by law are properly kept, filed and
authenticated.

(6) In general, perform all duties incident to the office of
corporate secretary and such other duties as may from time to time be assigned
to him by the board of directors.

(7) In case of absence or disability of the corporate secretary, the
assistant secretaries, in the order designated by the chief executive officer,
shall perform the duties of corporate secretary.

Section F. The Treasurer. The treasurer of the corporation shall:

(1) Give bond for the faithful discharge of his duties if required
by the board of directors.

(2) Have the charge and custody of, and be responsible for, all
funds and securities of the corporation, and deposit all such funds in the name
of the corporation in such banks, trust companies or other depositories as
shall be selected in accordance with the provisions of these bylaws.

(3) At all reasonable times, exhibit his books of account and
records, and cause to be exhibited the books of account and records of any
corporation a majority of whose stock is owned by the corporation, to any of
the directors of the corporation upon application during business hours at the
office of this corporation or such other corporation where such books and
records are kept.

(4) Render a statement of the conditions of the finances of the
corporation at all regular meetings of the board of directors, and a full
financial report at the annual meeting of the shareholders, if called upon so
to do.

(5) Receive and give receipts for monies due and payable to the
corporation from any source whatsoever.

(6) In general, perform all of the duties incident to the office of
treasurer and such other duties as may from time to time be assigned to him by
the board of directors.

(7) In case of absence or disability of the treasurer, the assistant
treasurers, in the order designated by the chief executive officer, shall
perform the duties of treasurer.

(8) All acts affecting the treasurer's duties and responsibilities
shall be subject to the review and approval of the corporation's chief
financial officer.

Article Five

Corporate Seal

The corporate seal of the corporation shall be a round, metal disc with
the words "Ball Corporation" around the outer margin thereof, and the words
"Corporate Seal", in the center thereof, so mounted that it may be used to
impress words in raised letters upon paper.

Article Six

Amendment

These bylaws may be altered, added to, amended or repealed by the board of
directors of the corporation at any regular or special meeting thereof.