10-K405/A:

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K/A
AMENDMENT NO. 1

( 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.
Chicago 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.

PORTIONS AMENDED

Part III of the Company's Annual Report on Form 10-K for the year ended December
31, 1994 is amended as set forth in the following pages.

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, President and Chief Executive Officer, since April
1995; Acting President and Chief Executive Officer, 1994-1995; Senior Vice
President, Corporate Affairs; Corporate Secretary and General Counsel,
1993-1995; 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 since March 1993; 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 an d 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.

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.

SIGNATURE


Pursuant to the requirements 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/ R. David Hoover
____________________
R. David Hoover
Senior Vice President and
Chief Financial Officer

Date: May 12, 1995
____________________