10-K405: Annual report [Sections 13 and 15(d), S-K Item 405]

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
For the fiscal year ended December 31, 1994

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________

Commission File Number 1-7349

BALL CORPORATION


State of Indiana 35-0160610

345 South High Street, P.O. Box 2407
Muncie, Indiana 47307-0407

Registrant's telephone number, including area code: (317) 747-6100
------------------------------------------------------------------

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
---------------------------- ----------------------------
Common Stock, without par value New York Stock Exchange, Inc.
Midwest Stock Exchange, Inc.
Pacific Stock Exchange, Inc.

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 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. [X]

The aggregate market value of voting stock held by non-affiliates of the
registrant was $981.1 million based upon the closing market price on March 1,
1995 (excluding Series B ESOP Convertible Preferred Stock of the registrant,
which series is not publicly traded and which has an aggregate liquidation
preference of $67.2 million).

Number of shares outstanding as of the latest practicable date.

Class Outstanding at March 1, 1995
------------------------------- ----------------------------
Common Stock, without par value 30,131,676

DOCUMENTS INCORPORATED BY REFERENCE

1. Annual Report to Shareholders for the year ended December 31, 1994, to the
extent indicated in Parts I, II, and IV. Except as to information
specifically incorporated, the 1994 Annual Report to Shareholders is not to
be deemed filed as part of this Form 10-K Annual Report.

2. Proxy statement filed with the Commission dated March 20, 1995, to the
extent indicated in Part III.




PART I

ITEM 1. BUSINESS

Ball Corporation is an Indiana corporation organized in 1880 and incorporated in
1922. Its principal executive offices are located at 345 South High Street,
Muncie, Indiana 47305-2326. The terms "Ball" and the "company" as used herein
refer to Ball Corporation and its consolidated subsidiaries.

Ball Corporation is a manufacturer of packaging products for use primarily in
the packaging of food and beverage products. The company also provides aerospace
and communications products and professional services to the federal sector and
commercial customers.

The following sections of the 1994 Annual Report to Shareholders contain
financial and other information concerning company business developments and
operations, and are incorporated herein by reference: the notes to the financial
statements "Business Segment Information," "Restructuring and Other Charges,"
"Disposition," "Spin-Off," "Acquisitions" and "Management's Discussion and
Analysis of Operations".

Recent Business Developments

Restructuring and Other Charges
-------------------------------

In the company's major packaging markets, excess manufacturing capacity and
severe pricing pressures have presented significant competitive challenges in
recent years. Moreover, reductions in federal defense expenditures and other
attempts to curb the federal budget deficit have resulted in excess capacity in
the aerospace and defense industry, a declining number of new contract bidding
opportunities and curtailments and delays in existing programs.

In late 1993 the company developed plans to restructure its businesses in order
to adapt the company's manufacturing capabilities and administrative
organizations to meet foreseeable requirements of the packaging and aerospace
markets. These plans involved plant closures to consolidate manufacturing
activities into fewer, more efficient facilities, principally in the glass and
metal food container businesses, and administrative consolidations in the glass,
metal packaging and aerospace and communications businesses. In addition to the
restructuring plans, decisions were made during 1993 to discontinue two
aerospace and communications segment product lines.

The financial impact of these plans was recognized through restructuring and
other charges recorded in the third and fourth quarters of 1993 in the aggregate
amount of $108.7 million ($66.3 million after tax or $2.31 per share). Further
information regarding the company's restructuring plans is included in the
financial statement note "Restructuring and Other Charges" and "Management's
Discussion and Analysis of Operations," which are incorporated herein by
reference.

Disposition
-----------

In March 1995 the company sold the Efratom division to Datum Inc. (Datum) for
approximately $29 million which was paid in a combination of cash and Datum
common stock. Efratom produces time and frequency devices used in navigation and
communication. Total assets of the Efratom division at December 31, 1994 and
1993, were approximately $18.2 million and $16.0 million, respectively.
Operating income for the Efratom division was $3.1 million, $2.7 million and
$2.5 million in 1994, 1993 and 1992, respectively.

Spin-Off
--------

On April 2, 1993, the company completed the spin-off of seven diversified
businesses by means of a distribution of 100 percent of the common stock
of Alltrista Corporation (Alltrista), a then wholly owned subsidiary, to
holders of company common stock. The distributed net assets of Alltrista
included the following businesses: the consumer products division; the zinc
products division; the metal decorating and service division; the industrial
systems division; and the plastic products businesses, consisting of Unimark
plastics, industrial plastics and plastic packaging. Following the distribution,
Alltrista operated as an independent, publicly owned corporation. Additional
information regarding this transaction can be found in the financial statement
note "Spin-Off," which is incorporated herein by reference.

Heekin Can, Inc.
----------------

On March 19, 1993, the company acquired Heekin Can, Inc. (Heekin), a
manufacturer of metal containers primarily for the food, pet food and aerosol
markets, with 1992 sales of $355 million. The acquisition, which has been
accounted for as a purchase business combination, was effected by issuance of
approximately 2.5 million shares of Ball Corporation common stock valued at
approximately $88.3 million, in exchange for 100 percent of Heekin's issued and
outstanding common stock. Further information regarding this transaction is
included in the financial statement note "Acquisitions" and "Management's
Discussion and Analysis of Operations," which are incorporated herein by
reference.

Other Information Pertaining to the Business of the Company

The company's continuing businesses are comprised of two segments: packaging,
and aerospace and communications.

Packaging Segment
-----------------

The company's principal business segment develops, manufactures and sells rigid
packaging products, containers and materials primarily for use in packaging food
and beverage products. Most of the company's packaging segment products are sold
in highly competitive markets, primarily based on price, service, quality and
performance. The majority of the company's packaging sales are made directly to
major companies having leading market positions in packaged food and beverage
businesses. While a substantial portion of the company's sales of packaging
products is made to relatively few customers, the company believes that its
competitors exhibit similar customer concentrations.

The packaging business is capital intensive, requiring significant investments
in machinery and equipment, and profitability is sensitive to production volumes
and the cost of labor and significant raw materials. Generally, profitability is
enhanced where greater unit volumes can be produced from a given investment in
productive equipment and where material and labor costs per unit of product can
be reduced.

Raw materials used by the company's packaging businesses consist principally of
metals (aluminum and steel), sand and soda ash and are generally available from
several sources. Currently, the company is not experiencing any shortage of raw
materials. The company's manufacturing facilities are dependent, in varying
degrees, upon the availability of process energy, such as propane, natural gas,
fuel oil and electricity. While certain of these energy sources may become
increasingly in short supply, or subject to government allocation or excise
taxes, the company cannot predict the effects, if any, of such occurrences on
its future operations.

Research and development efforts in these businesses generally seek to improve
manufacturing efficiencies and lower unit costs, principally raw material costs,
by reducing the material content of containers while improving or maintaining
other physical properties such as material strength. In addition, the company
intends to produce and market new sizes and types of cans and market new
products like the SlimCan and the patented Touch Top(TM) end.

The operations and products within this segment are discussed below:

Metal Packaging

Metal packaging is manufactured by the company's domestic metal beverage
container operation as well as its wholly owned subsidiaries, Ball Packaging
Products Canada, Inc. and Heekin Can, Inc., and is comprised primarily of two
product lines: two-piece beverage containers and two and three-piece food
containers. The market share of metal cans has remained relatively unchanged
over the past 10 years. Dominance in both the food and beverage markets and high
recycling rates contribute to the metal container's significant market share.
The company's international metal container division has established business
relationships with can manufacturers in Europe, the Middle East, Latin America
and the Pacific Rim. In addition, the company began licensing programs in 1994
to provide manufacturing technology and assistance to the largest can maker in
Australia and New Zealand and to a joint venture project, in which we have a
minority equity position, to build the first two-piece beverage can
manufacturing plant in the Philippines. The company and its joint venture
partners are the largest producers of beverage cans in the People's Republic of
China.

Metal beverage containers

Metal beverage containers and ends represent the company's largest product line
accounting for approximately 41 percent of 1994 consolidated net sales.
Decorated two-piece aluminum beverage cans are produced by seven domestic
manufacturing facilities; ends are produced by two of these facilities. Three
manufacturing facilities operated by Ball Canada produce aluminum beverage cans;
ends are produced at one of these facilities as well as at one other facility.
The company believes it is the fourth largest commercial supplier of aluminum
beverage cans and ends to the combined U.S. and Canadian market in 1994 with an
approximate 17 percent market share, based upon estimated 1994 total industry
shipments. The company estimates that its three larger competitors together
represent approximately 67 percent of estimated 1994 total industry shipments
for the U.S. and Canada. One competitor increased its market share in 1994 by
purchasing the beverage can manufacturing operations of a self-manufacturer.

The U.S. and Canadian metal beverage container industry has experienced steady
demand growth at a compounded annual rate of approximately 3.5 percent over the
last decade, with much of that growth in the soft drink market segment. In
Canada, metal beverage containers have captured significantly lower percentages
of the packaged beverage market than in the U.S., particularly in the packaged
beer market, in which the market share of metal containers has been hindered by
trade barriers within Canada. As a result of General Agreement on Tariffs and
Trade (GATT) rulings, there has been pressure to remove these trade barriers.
However, in May 1992, the Ontario government enacted an "environmental" tax levy
of 10 cents (Canadian) per can of beer sold in Ontario. This tax discriminates
against cans in favor of refillable glass bottles. Shipments of cans to the
Ontario beer industry declined sharply after this tax was enacted.

Beverage container industry production capacity in the U.S. and Canada has
exceeded demand in the last several years, which has created a competitive
pricing environment. In 1994, aluminum suppliers announced a change in the
pricing formula for aluminum can sheet to a price based on ingot plus conversion
costs in contrast to the current practice of annually negotiated prices. As a
result, the cost of aluminum can sheet increased. In 1995 this increase will be
reflected in higher beverage can selling prices.

Metal beverage containers are sold primarily to brewers and fillers of
carbonated soft drinks, beer and other beverages, under long-term supply or
annual contracts. Sales to the company's largest customer, Anheuser-Busch
Companies, Inc., accounted for approximately 11 percent of consolidated 1994
sales. Sales to all bottlers of Pepsi-Cola and Coca-Cola branded beverages
comprised approximately 21 percent of consolidated 1994 sales. Sales volume of
metal beverage cans and ends tends to be highest during the period between April
and September.

Metal food containers

Two-piece and three-piece steel food containers are manufactured by Ball Canada
and Heekin, and sold primarily to food processors in Canada and the Midwestern
United States. In 1994 metal food container sales comprised approximately 19
percent of consolidated sales. Sales to one customer represented more than 10
percent of this operation's 1994 sales. Sales volume of metal food containers
tends to be highest from June through October.

The company has one principal competitor located in Canada and numerous
competitors located in the U.S. food container market. With the acquisition of
Heekin, the company estimates that it was the fourth largest metal food
container manufacturer with an approximate 14 percent share of the North
American market for metal food containers, based on estimated 1994 industry
shipments. A competitor's recent acquisition of a major food processor's
self-manufacturing operations resulted in that competitor becoming the third
largest food can manufacturer in the North American market with an approximate
20 percent market share. This market has shown an accelerated trend toward the
consolidation of manufacturing capacity during 1993 and 1994, including the
company's acquisition of Heekin in 1993.

In the food container industry, capacity significantly exceeds market demand
resulting in a highly price competitive market. During 1993 the company
completed consolidation of certain facilities in Canada. In conjunction with the
restructuring plans described above, the company closed its Augusta, Wisconsin,
plant and sold its Alsip, Illinois, plant during 1994.

Other metal packaging

The company also manufactures containers for aerosol products and other
specialty goods, and sells flat sheet products, primarily to customers which
manufacture cans for their own use.

Glass Packaging

Ball Glass Container Corporation (Ball Glass), a wholly owned subsidiary,
manufactures a diversified line of glass containers for sale primarily to
processors, packers and distributors of food, juice, wine and liquor products.
Ball Glass currently operates twelve glass container manufacturing facilities
and a glass mold manufacturing facility. One glass plant is owned by Madera
Glass Company, a 51 percent owned subsidiary of Ball Glass. Sales of glass
containers accounted for approximately 29 percent of consolidated sales in 1994.

The company estimates that Ball Glass is the third largest domestic producer of
commercial glass containers with an estimated 15 percent market share, based
upon 1994 sales dollars. Its two larger competitors together are estimated to
comprise in excess of 60 percent of the domestic market. Ball Glass has focused
upon the food and juice, still wines and champagnes, and distilled spirits
market segments, in which service, quality and performance are discriminating
competitive factors. Ball Glass' share positions in these markets are estimated
to be 24.2 percent, 23.9 percent and 11.5 percent, respectively.

One of the primary market segments served by Ball Glass, food and juice,
represents the largest segment of U.S. glass container shipments accounting for
39.2 percent of the market. The total market for all types of glass containers
decreased approximately 3.5 percent in 1994, and has declined by an average of
0.4 percent per annum since 1983 as other packaging materials, such as metal,
plastic and flexible packaging, have captured a share of products previously
packaged in glass, e.g., beer, carbonated soft drinks and specialty items, and
due to a decline in alcoholic beverage consumption. Declining long-term demand
for glass packaging has resulted in manufacturers reducing their production
capacity in order to maintain a balance between market demand and supply. The
glass container industry continues to face a challenging environment as plastic
container demand rises.

The number of glass container manufacturers has consolidated from 21 companies
operating 109 plants in 1983 to 11 companies with 67 plants in 1995. In 1992,
three plants were closed in the industry: two by the company and one by a
competitor. Although several furnaces were idled in 1993, no plants were closed
in the industry. In 1994, the company closed its Asheville, North Carolina, and
Okmulgee, Oklahoma, glass container manufacturing plants. One competitor closed
a plant in 1994 and announced the pending closing of two plants.

The majority of Ball Glass sales are made directly to major companies having
leading market positions in packaged food and juice, and still wines and
champagnes. Sales to no one customer represented more than 10 percent of Ball
Glass' 1994 sales.

Plastic Packaging

Demand for containers made of polyethylene terephthalate (PET) has increased in
the beverage packaging market and is expected to increase in the food packaging
market with improved technology and adequate supplies of PET resin. The company
announced plans in 1994 to enter the plastic container market which reached $5.5
billion in 1994, surpassing the size of the glass container market for the first
time.

Aerospace and Communications Segment
------------------------------------

The aerospace and communications segment provides systems, products and services
to the aerospace and defense, and commercial telecommunications markets. Sales
in the aerospace and communications segment accounted for approximately 10
percent of consolidated sales in 1994. Approximately 11 percent of the segment's
sales in 1994 were made to the commercial telecommunications industry and 7
percent of sales were made to international customers.

The majority of the company's aerospace business involves work under relatively
short-term contracts (generally one to five years) for the National Aeronautics
and Space Administration (NASA), the U.S. Department of Defense (DoD) and
foreign governments. Contracts funded by the various agencies of the federal
government represented approximately 78 percent of this segment's sales in 1994.
Overall, competition within the aerospace businesses is expected to intensify.
Declining defense spending generally has resulted in greater competition for DoD
contracts as the military market decreases, as well as greater competition for
NASA and other civilian aerospace contracts historically serviced by Ball, as
major defense contractors seek to enter those markets.

The segment also supplies commercial telecommunications equipment to customers
in satellite and ground communications markets. Products are supplied on a fixed
price basis to original equipment manufacturers both domestically and
internationally. These markets are generally characterized as having relatively
high growth rates (10 percent annually) and the products supplied typically have
life cycles of 3 to 5 years.

The operations which comprise the aerospace and communications segment presently
are organized as two divisions: the aerospace systems division and the
telecommunications products division. Included in the aerospace systems division
are space systems, systems engineering services, and electro-optics and
cryogenics products. The telecommunications products division is comprised of
commercial and video products and advanced antenna systems. In late 1994 a new
subsidiary, Earthwatch, Inc., was formed to serve the market for satellite-based
remote sensing of the earth. A description of the principal products and
services of the aerospace and communications segment follows:

Space systems and systems engineering services

These businesses provide complete space systems including satellites, ground
systems and launch vehicle integration to NASA, the DoD and to commercial and
international customers. The products and services include mission definition
and design; satellite design, manufacture and testing; payload and launch
vehicle definition and integration; and satellite ground station control
hardware and software.

Ball also provides a range of professional technical services to government
customers including systems engineering support; simulation studies, analysis
and prototype hardware; and hardware and software research and development tasks
for test and evaluation of government programs. Revenues derived from services
represented less than two percent of consolidated 1994 sales.

Electro-optics and cryogenics products

Primary products of the electro-optics business include: spacecraft guidance,
control instruments and sensors; defense subsystems for surveillance, warning,
target identification and attitude control in military and civilian space
applications; and scientific instruments used in various space and earth science
applications.

Primary products in the cryogenics business include: open cycle cryogenic
storage and cooling devices; mechanical refrigerators that provide cryogenic
cooling; and thermal electric coolers and radiative coolers, all of which are
used for the cooling of detectors and associated equipment for space science and
earth remote sensing applications. Open cycle cryogenic systems are also
provided to NASA for life support on space shuttles.

Telecommunication products

Ball provides advanced radio frequency transmission and reception antennae for a
variety of aerospace and defense platforms, including aircraft, missile,
spacecraft, ground mobile equipment and ships. Antenna products are also
provided for commercial aircraft for satellite communication and collision
avoidance applications.

Backlog

Backlog of the aerospace and communications segment was approximately $322
million at December 31, 1994, and $305 million at December 31, 1993, and
consists of the aggregate contract value of firm orders excluding amounts
previously recognized as revenue. The 1994 backlog includes approximately $223
million which is expected to be billed during 1995 with the remainder expected
to be billed thereafter. Unfunded amounts included in backlog for certain firm
government orders which are subject to annual funding were approximately $181
million at December 31, 1994. Year-to-year comparisons of backlog are not
necessarily indicative of future operations.

The company's aerospace and communications segment has contracts with the U.S.
Government which have standard termination provisions. The Government retains
the right to terminate contracts at its convenience. However, if contracts are
terminated, the company is entitled to be reimbursed for allowable costs and
profits to the date of termination relating to authorized work performed to such
date. U.S. Government contracts are also subject to reduction or modification in
the event of changes in Government requirements or budgetary constraints.

Patents

In the opinion of the company, none of its active patents is essential to the
successful operation of its business as a whole.

Research and Development

The note, "Research and Development," of the 1994 Annual Report to Shareholders
contains information on company research and development activity and is
incorporated herein by reference.

Environment

Compliance with federal, state and local laws relating to protection of the
environment has not had a material, adverse effect upon capital expenditures,
earnings or competitive position of the company. As more fully described under
Item 3. Legal Proceedings, the U. S. Environmental Protection Agency (EPA) and
various state environmental agencies have designated the company as a
potentially responsible party, along with numerous other companies, for the
cleanup of several hazardous waste sites. However, the company's information at
this time does not indicate that these matters will have a material, adverse
effect upon financial condition, results of operations, capital expenditures or
competitive position of the company.

Legislation which would prohibit, tax or restrict the sale or use of certain
types of containers, and would require diversion of solid wastes such as
packaging materials from disposal in landfills, has been or may be introduced in
U.S. Congress and the Canadian Parliament, in state and Canadian provincial
legislatures and other legislative bodies. For instance, trade barriers were
placed on metal containers in Canada. In addition, the Ontario government
enacted an "environmental" tax levy of 10 cents (Canadian) per can of beer sold
in Ontario which caused a decline in shipments of cans to the Ontario beer
industry. While container legislation has been adopted in a few jurisdictions,
similar legislation has been defeated in public referenda in several other
states, in local elections and in many state and local legislative sessions. The
company anticipates that continuing efforts will be made to consider and adopt
such legislation in many jurisdictions in the future. If such legislation was
widely adopted, it could have a material adverse effect on the business of the
company, as well as on the container manufacturing industry generally, in view
of the company's substantial North American sales and investment in metal
beverage container manufacture as well as its investments in glass container
packaging.

Glass and aluminum containers are recyclable, and significant amounts of used
containers are being recycled and diverted from the solid waste stream. In 1994
approximately 65 percent of aluminum beverage containers sold in the U.S. were
recycled.

Employees

As of March 1995 Ball employed 12,873 people.







ITEM 2. PROPERTIES

The company's properties are well maintained, considered adequate and being
utilized for their intended purposes.

The Corporate headquarters, glass packaging group offices and certain research
and engineering facilities are located in Muncie, Indiana. The group offices for
metal packaging operations are based in Westminster, Colorado. Also located at
Westminster is the Edmund F. Ball Technical Center, which serves as a research
and development facility primarily for the metal packaging operations. Group
offices for the aerospace and communications group are located in Broomfield,
Colorado. The group offices and research and development center for the new
plastic container division are located in Atlanta, Georgia.

Information regarding the approximate size of the manufacturing facilities for
significant packaging operations, which are owned by the company, except where
indicated otherwise, is provided below.

The Colorado-based operations of the aerospace and communications segment
operate from a variety of company owned and leased facilities in Boulder,
Broomfield and Westminster, Colorado, which together aggregate approximately
1,074,000 square feet of office, laboratory, research and development,
engineering and test, and manufacturing space. Other aerospace and
communications operations are based in San Diego, California.


Approximate
Floor Space in
Plant Location Square Feet
--------------
Metal packaging manufacturing facilities:
----------------------------------------

Red Deer, Alberta (leased) 52,000
Blytheville, Arkansas (leased) 8,000
Springdale, Arkansas 290,000
Richmond, British Columbia 204,000
Fairfield, California 148,000
Golden, Colorado 330,000
Tampa, Florida 139,000
Columbus, Indiana 222,000
Saratoga Springs, New York 283,000
Cincinnati, Ohio 478,000
Columbus, Ohio 50,000
Findlay, Ohio 450,000
Burlington, Ontario 309,000
Hamilton, Ontario 347,000
Whitby, Ontario 195,000
Pittsburgh, Pennsylvania (leased) 81,000
Baie d'Urfe, Quebec 117,000
Chestnut Hill, Tennessee 70,000
Conroe, Texas 284,000
Williamsburg, Virginia 260,000
Weirton, West Virginia (leased) 117,000
DeForest, Wisconsin 45,000


Approximate
Floor Space in
Plant Location Square Feet
--------------
Glass packaging manufacturing facilities:
----------------------------------------

El Monte, California 456,000
Madera, California
(Madera Glass Company) 771,000
Dolton, Illinois 490,000
Lincoln, Illinois 327,000
Plainfield, Illinois 419,000
Dunkirk, Indiana (leased) 715,000
Ruston, Louisiana 430,000
Carteret, New Jersey 338,000
Henderson, North Carolina 757,000
Port Allegany, Pennsylvania 451,000
Laurens, South Carolina 623,000
Seattle, Washington 640,000

Additional warehousing facilities are leased. The leased mould making facility
operated by Ball Glass is located in Washington, Pennsylvania, and has
approximately 56,000 square feet of manufacturing and office space.


ITEM 3. LEGAL PROCEEDINGS

As previously reported, the United States Environmental Protection Agency (EPA)
considers the company to be a Potentially Responsible Party (PRP) with respect
to the Lowry Landfill ("site") located east of Denver, Colorado. On June 12,
1992, the company was served with a lawsuit filed by the City and County of
Denver and Waste Management of Colorado, Inc., seeking contribution from the
company and approximately 38 other companies. The company filed its answer
denying the allegations of the Complaint. On July 8, 1992, the company was
served with a third party complaint filed by S. W. Shattuck Chemical Company,
Inc., seeking contribution from the company and other companies for the costs
associated with cleaning up the Lowry Landfill. The company denied the
allegations of the complaint.

On July 31, 1992, the company entered into a settlement and indemnification
agreement with the City and County of Denver ("Denver"), Chemical Waste
Management, Inc., and Waste Management of Colorado, Inc., pursuant to which
Chemical Waste Management, Inc., and Waste Management of Colorado, Inc.
(collectively "Waste"), have dismissed their lawsuit against the company and
will defend, indemnify, and hold harmless the company from claims and lawsuits
brought by governmental agencies and other parties relating to actions seeking
contributions or remedial costs from the company for the cleanup of the site.
Several other companies which are defendants in the above-referenced lawsuits
have already entered into the settlement and indemnification agreement with
Denver and Waste. Waste Management, Inc., has guaranteed the obligations of
Chemical Waste Management, Inc., and Waste Management of Colorado, Inc. Waste
and Denver may seek additional payments from the company if the response costs
related to the site exceed $319 million. The company might also be responsible
for payments (calculated in 1992 dollars) for any additional wastes disposed of
by the company at the site, which are identified after the execution of the
settlement agreement. The company's information at this time does not indicate
that this matter will have a material, adverse effect upon its financial
condition.

As previously reported, the EPA issued in August 1988, an administrative order
to 12 companies, including the company, pursuant to Section 106A of the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended (CERCLA), ordering them to remove certain abandoned drums and surface
waste at the AERR CO site located in Jefferson County, Colorado. AERR CO, which
used the site to recycle wastes, filed a petition with the United States
Bankruptcy Court in Denver, Colorado, seeking protection from its creditors.
Several of the companies, including the company, are subject to the EPA's order,
and have cleaned up the site. The companies negotiated with the EPA with regard
to its demand for the payment of oversight costs. The companies and the EPA
entered into a settlement agreement on or about January 24, 1994, pursuant to
which this matter was settled by payment of $488,867.41 by the companies. The
company's portion of this payment was $28,594.82. The company's information at
this time does not indicate that this matter will have a material, adverse
effect upon its financial condition.

As previously reported, in September 1989 the company received a federal grand
jury subpoena to produce documents relating to financial transactions and
results of operations of the Ball Aerospace Systems Group Colorado operations
since 1985. A supplemental subpoena was served in January 1990 requesting
additional documents. The company has complied fully with the subpoenas. The
Assistant United States Attorney has refused to disclose the specific nature of
the investigation, but has indicated informally that the company is not a target
of the investigation. The company does not believe that this matter will have a
material, adverse effect upon its financial condition.

As previously reported, in April 1990 the company received from the EPA, Region
V, Chicago, Illinois, a general notice letter and information request regarding
the NL Industries/Taracorp Superfund site located at Granite City, Illinois. The
EPA alleges that the company, through its Zinc Products Division (formerly known
as Ball Metal and Chemical Division) located in Greeneville, Tennessee, may be a
PRP with respect to the NL Industries/Taracorp site. The EPA requested that the
company provide the EPA with any and all information with respect to any
business conducted with Taracorp or NL Industries between 1977 and 1983. The
company has responded to the EPA's request for information. The company is
currently part of a group of companies which are organized to negotiate a de
minimis settlement with the EPA. The company's information at this time does not
indicate that this matter will have a material, adverse effect upon its
financial condition.

As previously reported, in April 1987 the EPA notified the company and its
wholly owned subsidiary, Heekin Can, Inc., that they may be PRPs in connection
with the alleged disposal of waste at the American Chemical Services, Inc. (ACS)
site located in Griffith, Indiana. In the fall of 1987, the company, as part of
a group of companies, filed a lawsuit in the United States District Court for
the Northern District of Indiana against the operators of the facility, ACS, and
the Town of Griffith, Indiana, seeking a declaration of landowner's liability
under CERCLA and seeking contribution from the landowners for the costs incurred
by the companies of performing a remedial investigation and feasibility study.
In September of 1990, ACS filed a counterclaim against the companies, including
the company. ACS sought a declaratory judgment that the companies are
responsible for a proportionate share of the liability for costs associated with
the cleanup. The company has denied the allegations of the counterclaim. This
lawsuit has now been settled. The company and its wholly owned subsidiary,
Heekin Can, Inc., have entered into an Administrative Order On Consent and on
January 20, 1995, paid the EPA $68,912.63 to resolve this matter. Based upon the
information available to the company at this time, the company does not believe
that this matter will have a material, adverse effect upon its financial
condition.

As previously reported, on or about August 28, 1990, the company received a
notice from the Department of Environmental Resources, State of Pennsylvania
(DER), that the company may have been responsible for disposing of waste at the
Industrial Solvents and Chemical Company site located in York County,
Pennsylvania. The company is cooperating with several hundred other companies
and the DER to resolve this matter. In December 1993 the company entered into a
De Minimis Settlement Agreement with certain other companies who have agreed to
indemnify the company with respect to claims arising out of the alleged disposal
of hazardous waste at the site in consideration of the company paying an amount
not to exceed $11,031.70 to the indemnifying companies. The company has paid the
indemnifying companies in accordance with their agreement.

As previously reported, the company has been notified by Chrysler Corporation
(Chrysler) that Chrysler, Ford Motor Company, and General Motors Corporation
have been named in a lawsuit filed in the U.S. District Court in Reno, Nevada,
by Jerome Lemelson, alleging infringement of three of his vision inspection
system patents used by defendants. One or more of the vision inspection systems
used by the defendants may have been supplied by the company's former Industrial
Systems Division or its predecessors. The suit seeks injunctive relief and
unspecified damages. Chrysler has notified the Industrial Systems Division that
the Division may have indemnification responsibilities to Chrysler. The company
has responded to Chrysler that it appears at this time that the systems sold to
Chrysler by the company either were not covered by the identified patents or
were sold to Chrysler before the patents were issued. Based on that information,
it is not expected that any obligation to Chrysler because of the patents
referred to will have a material, adverse effect on the financial condition of
the company.

As previously reported, in July 1992 DeSoto, Inc., and other plaintiffs sued the
company and other defendants claiming contribution from the defendants,
including the company, through its former Plastics Division, for response costs
incurred in connection with the Industrial Waste Control Landfill Site located
in Fort Smith, Arkansas. The plaintiffs allege that the defendants are jointly
and severally liable for response costs in excess of $9 million. The company had
denied the allegations contained in the complaint, on the basis, primarily, that
the Division did not dispose of hazardous waste at the site. In March 1993 the
plaintiffs agreed to dismiss their complaint against the company. This matter
now appears to be concluded with no material, adverse effect on the company's
financial condition.

As previously reported, in September 1992 the company, as a fourth-party
defendant, was served with a lawsuit filed by Allied Signal and certain other
fourth-party plaintiffs seeking the recovery of certain response costs and
contribution under CERCLA with respect to the alleged disposal by its Metal
Decorating & Service Division of hazardous waste at the Cross Brothers Site in
Kankakee, Illinois, during the years 1961 to 1980. Also in September 1992, the
company was sued by another defendant, Krueger Ringier, Inc. In October 1992 the
Illinois Environmental Protection Agency filed an action to join the company as
a Defendant seeking to recover the State's costs in removing waste from the
Cross Brothers Site. The company has denied the allegations of the complaints
and will defend these matters, but is unable at this time to predict the outcome
of the litigation. The company and certain other companies have entered into a
Consent Decree with the EPA pursuant to which the EPA received approximately
$2.9 million and provided the companies with contribution protection and
a covenant not to sue. Ball's share of the settlement amount was $858,493.60.
The company has been indemnified for the settlement payment by Alltrista
Corporation which owns the Metal Decorating & Service Division. The Court
approved the Consent Decree on April 28, 1994. The company and certain other
companies are negotiating with the State of Illinois to settle the State's
alleged claim to recover costs expended in the cleanup of the Cross Brothers
Site. Based upon the information available to the company at this time, this
matter is not likely to have a material, adverse effect upon its financial
condition.

As previously reported, on October 12, 1992, the company received notice that it
may be a PRP for the cleanup of the Aqua-Tech Environmental site located in
Greer, South Carolina. The company is investigating this matter. Based upon the
limited information that the company has at this time, the company does not
believe this matter will have a material, adverse effect upon its financial
condition.

As previously reported, on April 24, 1992, the company was notified by the
Muncie Race Track Steering Committee that the company, through its former
Consumer Products Division and former Zinc Products Division, may be a PRP with
respect to waste disposed at the Muncie Race Track Site located in Delaware
County, Indiana. The company is currently attempting to identify additional
information regarding this matter. The Steering Committee has requested that the
company pay two percent of the cleanup costs which are estimated at this time to
be $10 million. The company has declined to participate in the PRP group because
the company's records do not indicate the company contributed hazardous waste to
the site. The company also declined to participate in funding an allocation
study to be conducted by a consulting company. Based upon the information
available to the company at this time, the company does not believe that this
matter will have a material, adverse effect upon the company.

As previously reported, the company was notified on June 19, 1989, that the EPA
has designated the company and numerous other companies as PRPs responsible for
the cleanup of certain hazardous wastes that have been released at the Spectron,
Inc., site located in Elkton, Maryland. In December 1989 the company, along with
other companies whose alleged hazardous waste contributions to the Spectron,
Inc., site were considered to be de minimis, entered into a settlement agreement
with the EPA. Certain other PRPs have agreed with the EPA to perform a
groundwater study of the site. The company's information at this time does not
indicate that this matter will have a material, adverse effect upon its
financial condition.

As previously reported, the company has received information that it has been
named a PRP with respect to the Solvents Recovery Site located in Southington,
Connecticut. According to the information received by the company, it is alleged
that the company contributed approximately .08816% of the waste contributed to
the site on a volumetric basis. The company is attempting to identify additional
information regarding this matter. The company's information at this time does
not indicate that this matter will have a material, adverse effect upon its
financial condition.

On or about June 14, 1990, the El Monte plant of Ball-InCon Glass Packaging
Corp. (now Ball Glass Container Corporation (Ball Glass), through a name
change), a wholly owned subsidiary of the company, received a general
notification letter and information request from EPA, Region IX, notifying Ball
Glass that it may have potential liability as defined in Section 107(a) of the
CERCLA incurred with respect to the San Gabriel Valley areas 1-4 Superfund sites
located in Los Angeles County, California. The EPA requested certain information
from Ball Glass, and Ball Glass has responded. After a period of inactivity, the
federal and state governments are proceeding to complete the remedial
investigation study which will lead to a proposed cleanup. On October 7, 1994,
the U.S. EPA issued "special notice" letters requiring (i) the 17 recipients,
including Ball Glass, to form an official PRP group to deal with the EPA, (ii)
the group to undertake and pay for a remedial investigation/feasibility study,
and (iii) the recipients to pay EPA's administrative costs. The group submitted
to the EPA its "good faith" response letter outlining how the group proposes to
perform the remedial investigation study requested by the EPA. The company and
certain other companies continue to negotiate with the EPA. Based on the
information, or lack thereof, available at the present time, the company is
unable to express an opinion as to the actual exposure of the company for this
matter.

Prior to the acquisition on April 19, 1991, of the lenders' position in the term
debt and 100 percent ownership of Ball Canada, the company had owned indirectly
50 percent of Ball Canada through a joint venture holding company owned equally
with Onex Corporation (Onex). The 1988 Joint Venture Agreement had included a
provision under which Onex, beginning in late 1993, could "put" to the company
all of its equity in the holding company at a price based upon the holding
company's fair value. Onex has since claimed that its "put" option entitled it
to a minimum value founded on Onex's original investment of approximately $22.0
million. On December 9, 1993, Onex served notice on the company that Onex was
exercising its alleged right under the Joint Venture Agreement to require the
company to purchase all of the holding company shares owned or controlled by
Onex, directly or indirectly, for an amount including "approximately $40
million" in respect of the Class A-2 Preference Shares owned by Onex in the
holding company. Such "$40 million" is expressed in Canadian dollars and would
represent approximately $30 million at the year-end exchange rate. The company's
position is that it has no obligation to purchase any shares from Onex or to pay
Onex any amount for such shares, since, among other things, the Joint Venture
Agreement, which included the "put" option, is terminated. Onex is now pursuing
its claim on arbitration before the International Chamber of Commerce. A hearing
has been set to begin on May 30, 1995. The company believes that it has
meritorious defenses against Onex's claims, although, because of the
uncertainties inherent in the arbitration process, it is unable to predict the
outcome of this arbitration.

On March 8, 1994, the company and its wholly owned subsidiary, Heekin Can, Inc.,
were served with a lawsuit by Harlan Yoder, an employee of Heekin Can, Inc., and
his spouse seeking $6,500,000 jointly and severally as the result of an alleged
injury to Mr. Yoder on or about April 26, 1993. Mr. Yoder sustained a crushing
injury to his left hand while operating machinery at the Heekin Can, Inc., metal
container manufacturing plant located at Columbus, Ohio. The company and Heekin
Can, Inc., deny the material allegations of the complaint filed by the Yoders.
Based upon the information available to the company at this time, the company
does not believe that this matter will have a material adverse effect upon its
financial condition.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

There were no matters submitted to the security holders during the fourth
quarter of 1994.





PART II

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

Ball Corporation common stock (BLL) is traded on the New York, Midwest and
Pacific Stock Exchanges. There were 9,105 common shareholders of record on March
1, 1995.

Other information required by Item 5 appears under the caption, "Quarterly Stock
Prices and Dividends," in the section titled, "Items of Interest to
Shareholders," of the 1994 Annual Report to Shareholders and is incorporated
herein by reference.

ITEM 6. SELECTED FINANCIAL DATA

The information required by Item 6 for the five years ended December 31, 1994,
appearing in the section titled, "Eight Year Review of Selected Financial Data,"
of the 1994 Annual Report to Shareholders is incorporated herein by reference.

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

"Management's Discussion and Analysis of Operations" of the 1994 Annual Report
to Shareholders is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and notes thereto of the 1994 Annual
Report to Shareholders, together with the report thereon of Price Waterhouse,
dated January 23, 1995, are incorporated herein by reference.

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

There were no matters required to be reported under this item.





PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the company are as follows:

1. George A. Sissel, 58, Acting President and Chief Executive Officer, since
May 1994; Senior Vice President, Corporate Affairs; Corporate Secretary
and General Counsel, since January 1993; Senior Vice President, Corporate
Secretary and General Counsel, 1987-1992; Vice President, Corporate
Secretary and General Counsel, 1981-1987.

2. William A. Lincoln, 53, Executive Vice President, Metal Container
Operations, since March 1993; Executive Vice President, Metal Packaging
Operations, 1992-1993; Group Vice President, 1991-1992; President and
Chief Executive Officer, Ball Packaging Products Canada, Inc., since 1988;
Vice President and Group Executive, Research, Development and Engineering,
Packaging Products, 1988; Vice President, Engineering and Development,
Metal Container Division, 1978-1988.

3. Duane E. Emerson, 57, Senior Vice President, Administration, since April
1985; Vice President, Administration, 1980-1985.

4. R. David Hoover, 49, Senior Vice President and Chief Financial Officer,
since August 1992; Vice President and Treasurer, 1988-1992; Assistant
Treasurer, 1987-1988; Vice President, Finance and Administration,
Technical Products, 1985-1987; Vice President, Finance and Administration,
Management Services Division, 1983-1985.

5. John A. Haas, 58, Group Vice President; President and Chief Executive
Officer, Ball Glass Container Corporation, since June 1994; President,
Metal Food Container and Specialty Products Group, 1993-1994; President
and Chief Executive Officer, Heekin Can, Inc. 1988-1994.

6. Donovan B. Hicks, 57, Group Vice President; President, Aerospace and
Communications Group, since January 1988; Group Vice President, Technical
Products, 1980-1988; President, Ball Brothers Research
Corporation/Division, 1978-1980.

7. David B. Sheldon, 53, Group Vice President; President, Metal Beverage
Container Group; Group Vice President, Packaging Products, 1992-1993; Vice
President and Group Executive, Sales and Marketing, Packaging Products
Group, 1988-1992; Vice President and Group Executive, Sales and Marketing,
Metal Container Group, 1985-1988.

8. Richard E. Durbin, 53, Vice President, Information Services, since April
1985; Corporate Director, Information Services, 1983-1985; Corporate
Director, Data Processing, 1981-1983.

9. Albert R. Schlesinger, 53, Vice President and Controller, since January
1987; Assistant Controller, 1976-1986.

10. Raymond J. Seabrook, 44, Vice President and Treasurer, since August 1992;
Senior Vice President and Chief Financial Officer, Ball Packaging Products
Canada, Inc., 1988-1992.

11. Harold L. Sohn, 49, Vice President, Corporate Relations, since March 1993;
Director, Industry Affairs, Packaging Products, 1988-1993.

12. David A. Westerlund, 44, Vice President, Human Resources, since December
1994; Senior Director, Corporate Human Resources, July 1994-December 1994;
Vice President, Human Resources and Administration, Ball Glass, 1988-1994;
Vice President, Human Resources, Ball Glass, 1987-1988.

13. Elizabeth A. Overmyer, 55, Assistant Corporate Secretary, since April
1981; Administrator, Office of the Corporate Secretary, 1979-1981.

14. Donald C. Lewis, 52, Assistant Corporate Secretary and Associate General
Counsel, since May 1990; Associate General Counsel 1983-1990; Assistant
General Counsel, 1980-1983.

Other information required by Item 10 appearing under the caption, "Director
Nominees and Continuing Directors," on pages 3 through 5 of the company's proxy
statement filed pursuant to Regulation 14A dated March 20, 1995, is incorporated
herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 appearing under the caption, "Executive
Compensation," on pages 7 through 15 of the company's proxy statement filed
pursuant to Regulation 14A dated March 20, 1995, is incorporated herein by
reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by Item 12 appearing under the caption, "Voting
Securities and Principal Shareholders," on pages 1 and 2 of the company's proxy
statement filed pursuant to Regulation 14A dated March 20, 1995, is incorporated
herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by Item 13 appearing under the caption, "Relationship
with Independent Public Accountants and Certain Other Relationships and Related
Transactions," on page 17 of the company's proxy statement filed pursuant to
Regulation 14A dated March 20, 1995, is incorporated herein by reference.





PART IV

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

(a) (1) Financial Statements:

The following documents included in the 1994 Annual Report to
Shareholders are incorporated by reference in Part II, Item 8:

Consolidated statement of income (loss) - Years ended December 31, 1994,
1993 and 1992

Consolidated balance sheet - December 31, 1994 and 1993

Consolidated statement of cash flows - Years ended December 31, 1994,
1993 and 1992

Consolidated statement of changes in shareholders' equity - Years ended
December 31, 1994, 1993 and 1992

Notes to consolidated financial statements

Report of independent accountants

(2) Financial Statement Schedules:

There were no financial statement schedules required under this item.

(3) Exhibits:

See the Index to Exhibits which appears at the end of this document and
which is incorporated by reference herein.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of 1994.




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.

BALL CORPORATION
(Registrant)
By: /s/ George A. Sissel
--------------------------------------
George A. Sissel, Acting President and
Chief Executive Officer
March 29, 1995

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

(1) Principal Executive Officer:
Acting President and
/s/ George A. Sissel Chief Executive Officer
--------------------------------------- March 29, 1995
George A. Sissel

(2) Principal Financial Accounting Officer:
Senior Vice President and
/s/ R. David Hoover Chief Financial Officer
--------------------------------------- March 29, 1995
R. David Hoover

(3) Controller:

/s/ Albert R. Schlesinger Vice President and
--------------------------------------- Controller
Albert R. Schlesinger March 29, 1995

(4) A Majority of the Board of Directors:

/s/ Howard M. Dean * Director
--------------------------------------- March 29, 1995
Howard M. Dean

/s/ John T. Hackett * Director
--------------------------------------- March 29, 1995
John T. Hackett

/s/ John F. Lehman * Director
--------------------------------------- March 29, 1995
John F. Lehman

/s/ Jan Nicholson * Director
--------------------------------------- March 29, 1995
Jan Nicholson

/s/ Alvin Owsley * Chairman of the Board and
--------------------------------------- Director
Alvin Owsley March 29, 1995


/s/ George A. Sissel * Acting President and Chief
--------------------------------------- Executive Officer and
George A. Sissel Director
March 29, 1995

/s/ Delbert C. Staley * Director
--------------------------------------- March 29, 1995
Delbert C. Staley

/s/ W. Thomas Stephens * Director
--------------------------------------- March 29, 1995
W. Thomas Stephens

/s/ William P. Stiritz * Director
--------------------------------------- March 29, 1995
William P. Stiritz

*By George A. Sissel as Attorney-in-Fact pursuant to a Limited Power of Attorney
executed by the directors listed above, which Power of Attorney has been filed
with the Securities and Exchange Commission.

By: /s/ George A. Sissel
------------------------------
George A. Sissel
As Attorney-In-Fact
March 29, 1995


BALL CORPORATION AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1994

Index to Exhibits


Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------
3.(i) Amended Articles of Incorporation as of November 26, 1990
(filed by incorporation by reference to the Current Report on
Form 8-K dated November 30, 1990) filed December 13, 1990.

3.(ii) Bylaws of Ball Corporation as amended January 25, 1994 (filed
by incorporation by reference to the Annual Report on Form 10-K
for the year ended December 31, 1993) filed March 29, 1994.

4.1 Ball Corporation and its subsidiaries have no long-term debt
instruments in which the total amount of securities authorized
under any instrument exceeds 10% of the total assets of the
registrant and its subsidiaries on a consolidated basis. Ball
Corporation hereby agrees to furnish a copy of any long-term
debt instruments upon the request of the Commission.

4.2 Dividend distribution payable to shareholders of record on
August 4, 1986, of one preferred stock purchase right for each
outstanding share of common stock under the Rights Agreement
dated as of July 22, 1986, and as amended by the Amended and
Restated Rights Agreement dated as of January 24, 1990 and the
First Amendment, dated as of July 27, 1990, between the
corporation and The First National Bank of Chicago (filed by
incorporation by reference to the Form 8-A Registration
Statement, No. 1-7349, dated July 25, 1986, as amended by
Form 8, Amendment No. 1, dated January 24, 1990 and by Form 8,
Amendment No. 2, dated July 27, 1990) filed August 2, 1990.

10.1 1975 Stock Option Plan as amended, 1980 Stock Option and Stock
Appreciation Rights Plan, as amended, 1983 Stock Option and
Stock Appreciation Rights Plan (filed by incorporation by
reference to the Form S-8 Registration Statement, No. 2-82925)
filed April 27, 1983.

10.2 Restricted Stock Plan (filed by incorporation by reference to
the Form S-8 Registration Statement, No. 2-61252) filed May 2,
1978.

10.3 1988 Restricted Stock Plan and 1988 Stock Option and Stock
Appreciation Rights Plan (filed by incorporation by reference
to the Form S-8 Registration Statement, No. 33-21506) filed
April 27, 1988.

10.4 Ball Corporation Deferred Incentive Compensation Plan (filed by
incorporation by reference to the Annual Report on Form 10-K
for the year ended December 31, 1987) filed March 25, 1988.

10.5 Ball Corporation 1986 Deferred Compensation Plan, as amended
July 1, 1994 (filed by incorporation by reference to the
Quarterly Report on Form 10-Q for the quarter ended July 3,
1994) filed August 17, 1994.

10.6 Ball Corporation 1988 Deferred Compensation Plan, as amended
July 1, 1994 (filed by incorporation by reference to the
Quarterly Report on Form 10-Q for the quarter ended July 3,
1994) filed August 17, 1994.

10.7 Ball Corporation 1989 Deferred Compensation Plan, as amended
July 1, 1994 (filed by incorporation by reference to the
Quarterly Report on Form 10-Q for the quarter ended July 3,
1994) filed August 17, 1994.

10.8 Form of Severance Agreement which exists between the company
and its executive officers (filed by incorporation by reference
to the Quarterly Report on Form 10-Q for the quarter ended
October 2, 1994) filed November 15, 1994.

10.9 An agreement dated September 15, 1988 between Ball Corporation
and Onex Corporation to form a joint venture company known as
Ball-Onex Packaging Corp., since renamed Ball Packaging
Products Canada, Inc. (filed by incorporation by reference to
the Current Report on Form 8-K dated December 8, 1988) filed
December 23, 1988.


Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------
10.10 Stock Purchase Agreement dated as of June 29, 1989 between Ball
Corporation and Mellon Bank, N.A. (filed by incorporation by
reference to the Quarterly Report on Form 10-Q for the quarter
ended July 2, 1989) filed August 15, 1989.

10.11 Stock Purchase Agreement dated July 30, 1990 between Ball
Corporation and NV Hollandsch-Amerikaansche
Beleggingsmaatschappij (Holland-American Investment
Corporation) (filed by incorporation by reference to the
Current Report on Form 8-K dated November 30, 1990) filed
December 13, 1990, as amended under cover of Form 8 filed on
February 12, 1991.

10.12 Ball Corporation 1986 Deferred Compensation Plan for Directors,
as amended October 27, 1987 (filed by incorporation by
reference to the Annual Report on Form 10-K for the year ended
December 31, 1990) filed April 1, 1991.

10.13 1991 Restricted Stock Plan for Nonemployee Directors of Ball
Corporation (filed by incorporation by reference to the
Form S-8 Registration Statement, No. 33-40199) filed April 26,
1991.

10.14 Agreement of Purchase and Sale, dated April 11, 1991, between
Ball Corporation and the term lenders of Ball Packaging
Products Canada, Inc., Citibank Canada, as Agent (filed by
incorporation by reference to the Quarterly Report on Form 10-Q
for the quarter ended March 31, 1991) filed May 15, 1991.

10.15 Ball Corporation Economic Value Added Incentive Compensation
Plan dated January 1, 1994. (Filed herewith.)

10.16 Agreement and Plan of Merger among Ball Corporation, Ball Sub
Corp. and Heekin Can, Inc. dated as of December 1, 1992, and as
amended as of December 28, 1992 (filed by incorporation
by reference to the Registration Statement on Form S-4,
No. 33-58516) filed February 19, 1993.

10.17 Distribution Agreement between Ball Corporation and Alltrista
(filed by incorporation by reference to the Alltrista
Corporation Form 8, Amendment No. 3 to Form 10, No. 0-21052,
dated December 31, 1992) filed March 17, 1993.

10.18 1993 Stock Option Plan (filed by incorporation by reference
to the Form S-8 Registration Statement, No. 33-61986) filed
April 30, 1993.

10.19 Letter agreement, dated March 22, 1993, confirming offer and
terms of employment to Mr. John A. Haas as Group Vice
President; President, Metal Food Container and Specialty
Products Group (filed by incorporation by reference to the
Annual Report on Form 10-K for the year ended December 31,
1993) filed March 29, 1994.

10.20 Employment agreement, dated December 1, 1992, among Heekin Can,
Inc. and John A. Haas (filed by incorportion by reference to
the Annual Report on Form 10-K for the year ended December 31,
1993) filed March 29, 1994.

10.21 Retirement Agreement dated June 17, 1994, between Delmont A.
Davis and Ball Corporation (filed by incorporation by reference
to the Quarterly Report on Form 10-Q for the quarter ended July
3, 1994) filed August 17, 1994.

10.22 Ball-InCon Glass Packaging Corp. Deferred Compensation Plan, as
amended July 1, 1994 (filed by incorporation by reference to
the Quarterly Report on Form 10-Q for the quarter ended July 3,
1994) filed August 17, 1994.

10.23 Retirement Agreement dated July 29, 1994, between H. Ray Looney
and Ball Corporation (filed by incorporation by reference to
the Quarterly Report on Form 10-Q for the quarter ended July 3,
1994) filed August 17, 1994.

10.24 Retention Agreement dated June 22, 1994, between Donovan B.
Hicks and Ball Corporation (filed by incorporation by reference
to the Quarterly Report on Form 10-Q for the quarter ended July
3, 1994) filed August 17, 1994.

Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------

10.25 Ball Corporation Supplemental Executive Retirement Plan (filed
by incorporation by reference to the Quarterly Report on Form
10-Q for the quarter ended October 2, 1994) filed November 15,
1994.

10.26 Ball Corporation Split Dollar Life Insurance Plan (filed by
incorporation by reference to the Quarterly Report on Form 10-Q
for the quarter ended October 2, 1994) filed November 15, 1994.

10.27 Ball Corporation Long-Term Cash Incentive Plan, dated
October 25, 1994. (Filed herewith.)

11.1 Statement re: Computation of Earnings Per Share. (Filed here-
with.)

13.1 Ball Corporation 1994 Annual Report to Shareholders (The Annual
Report to Shareholders, except for those portions thereof
incorporated by reference, is furnished for the information of
the Commission and is not to be deemed filed as part of this
Form 10-K.) (Filed herewith.)

21.1 List of Subsidiaries of Ball Corporation. (Filed herewith.)

23.1 Consent of Independent Accountants. (Filed herewith.)

24.1 Limited Power of Attorney. (Filed herewith.)

27.1 Financial Data Schedule. (Filed herewith.)

99.1 Specimen Certificate of Common Stock (filed by incorporation by
reference to the Annual Report on Form 10-K for the year ended
December 31, 1979) filed March 24, 1980.