10-K: Annual report pursuant to Section 13 and 15(d)

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, 1995

( ) 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. [ ]

The aggregate market value of voting stock held by non-affiliates of the
registrant was $887.6 million based upon the closing market price on March 1,
1996 (excluding Series B ESOP Convertible Preferred Stock of the registrant,
which series is not publicly traded and which has an aggregate liquidation
preference of $65.6 million).

Number of shares outstanding as of the latest practicable date.

Class Outstanding at March 1, 1996
- - ---------------------------------- ----------------------------
Common Stock, without par value 30,179,074


DOCUMENTS INCORPORATED BY REFERENCE

1. Annual Report to Shareholders for the year ended December 31, 1995, to the
extent indicated in Parts I, II, and IV. Except as to information
specifically incorporated, the 1995 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 18, 1996, 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 1995 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," "Dispositions," "Spin-Off",
"Acquisition," "Restructuring and Other Charges" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

Recent Business Developments

The company took a number of actions during 1995 which have affected the core
business. The most significant of these actions are summarized briefly below.
Further information regarding these actions are found in the notes to the
financial statements "Dispositions," and "Restructuring and Other Charges" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the 1995 Annual Report to Shareholders.

Ball-Foster Glass Container Co., L.L.C.
As a result of consolidation within the highly competitive, mature domestic
glass packaging industry, and due to the capital requirements to aggressively
participate in higher growth packaging markets, the company in 1995 formed a
strategic alliance with Compagnie de Saint-Gobain (Saint-Gobain), to create a
new U.S. glass company, Ball-Foster Glass Container Co., L.L.C. (Ball-Foster).
Ball-Foster acquired the glass businesses of both the company and Foster-Forbes,
a unit of American National Can Company. Ball-Foster, as the second largest
domestic glass producer, has the potential to realize economies necessary to
compete effectively. The company acquired a 42-percent interest in Ball-Foster;
the remaining 58-percent interest was acquired by Saint-Gobain.

Plastic Packaging
In 1994 the company announced that it would enter the PET (polyethylene
terephthalate) plastic container market. By late in the fourth quarter of 1995,
construction of a pilot line and research and development center and a
multi-line manufacturing facility, with full production anticipated in the
second quarter of 1996, were completed. Two additional multi-line manufacturing
facilities were under construction.

FTB Packaging
Through a series of investments, the company increased its equity ownership in
FTB Packaging, Limited. (FTB Packaging), its Hong Kong-based metal packaging
subsidiary, to approximately 92 percent. FTB Packaging has been included on a
consolidated basis within the packaging segment effective January 1995. The
company's investments in the People's Republic of China (PRC) are held
principally through FTB Packaging.

Efratom
In 1994 the company concluded a study to explore strategic alternatives for the
aerospace and technologies business (formerly aerospace and communications). A
decision was made to retain the core business, but to sell the Efratom time and
frequency measurement business. Efratom was sold in March 1995 to Datum Inc.
(Datum) for cash of $15.0 million and approximately 1.3 million shares, or 32
percent, of Datum common stock.

EarthWatch
In 1994 the company and WorldView, Inc. formed EarthWatch, Inc. (EarthWatch) to
commercialize certain proprietary technologies by serving the market for
satellite-based remote sensing of the Earth. The company invested approximately
$21 million in EarthWatch in 1995, and, it is anticipated that by mid-1996, the
company's ownership will be established at less than 50 percent of this new
venture.

Capacity Reductions
During the fourth quarter of 1995, the company recorded a pretax charge of $10.9
million ($6.6 million after tax or 22 cents per share) as a result of a decision
to close a metal slitting and coating facility which supported the metal food
and specialty products business and write down underutilized metal beverage
container end manufacturing equipment to net realizable value.

Other Information Pertaining to the Business of the Company

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

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. 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. Profitability is sensitive to production volumes,
the cost of labor and certain significant raw materials, such as aluminum, steel
and plastic resin.

Raw materials used by the company's packaging businesses are generally available
from several sources. The company has secured what it considers to be adequate
supplies of raw materials and is not experiencing any shortage. The company's
manufacturing facilities are dependent, in varying degrees, upon the
availability of process energy, such as natural gas 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, research and
development efforts are directed toward the development of new sizes and types
of containers such as the SlimCan and the patented Touch TopTM metal beverage
container easy-open end.

The operations and products within this segment are discussed below:

Metal Packaging

Metal packaging is comprised primarily of two product lines: two-piece beverage
containers and two and three-piece food containers. Dominance in both the food
and beverage markets and high recycling rates contribute to the metal
container's significant market share. However, plastic containers, primarily
PET, have made recent gains against metal beverage containers in the soft drink
market. Current industry forecasts indicate that this trend will continue such
that PET containers' market share of packaged soft drinks may exceed metal
beverage containers by the year 2000.

The company provides manufacturing technology and assistance to can
manufacturers in Europe, the Middle East, Latin America, Australia and Asia. The
company also has a minority equity position in a new joint venture, in which the
company constructed the first two-piece beverage can manufacturing plant in the
Philippines. In 1995, the company announced the formation of a new joint venture
with BBM Participacoes S.A. to produce two-piece aluminum cans and ends in
Brazil. The company and BBM Participacoes S.A. will each own 50 percent of this
venture. In early 1996, the company announced a joint venture with Standard Can
Company of Bangkok, Thailand, to build a two-piece can and end plant in
Thailand. Ball and Standard Can will each own 40 percent; the remaining interest
will be held by local investors.

Metal beverage containers

Metal beverage containers and ends represent the company's largest product line
accounting for approximately 48 percent of 1995 consolidated net sales.
Decorated two-piece aluminum beverage cans are produced by seven manufacturing
facilities in the U.S. and three facilities in Canada; ends are produced by two
of the U.S. facilities. Metal beverage cans are also produced in China by FTB
Packaging's majority-owned subsidiary in Xian and its equity affiliates in
Zhuhai and Sanshui; ends are produced at Zhuhai and Sanshui. Two new beverage
container facilities are under construction in the PRC in Beijing and Wuhan in
which FTB Packaging will be the majority owner. These facilities are expected to
begin production in 1996.

Metal beverage containers are sold primarily to brewers and fillers of
carbonated soft drinks 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 1995 sales.
Combined sales to all bottlers of Pepsi-Cola and Coca-Cola branded beverages
comprised approximately 25 percent of consolidated 1995 sales. Sales volume of
metal beverage cans and ends tends to be highest during the period between April
and September.

The company estimates that it has an approximate 16 percent market share, based
upon estimated 1995 total industry shipments of aluminum beverage cans and ends
to the combined U.S. and Canadian market. The company estimates that its four
larger competitors together represent approximately 84 percent of estimated 1995
total industry shipments for the U.S. and Canada.

The U.S. metal beverage container industry had experienced steady demand growth
at a compounded annual rate of approximately 3.3 percent over the last decade,
with much of that growth in the soft drink market segment. However, in 1995
aluminum suppliers changed the pricing formula for aluminum can sheet to a price
based on ingot plus conversion costs, in contrast to the prior practice of
annually negotiated prices. As a result, the cost of aluminum can sheet
increased significantly and was reflected in higher beverage can selling prices.
It is believed that the soft drink industry responded by reducing its promotions
of products packaged in aluminum containers in 1995, and, coupled with increased
customer purchases in the fourth quarter of 1994 in anticipation of the higher
can prices, resulted in lower can shipments for the industry by an estimated 5
percent. Shipments to the beer industry were also affected by the price
increase, the accelerated shipments in 1994, and the predominant use of glass
containers for introduction of new products.

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 and restrictive taxes within Canada.

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. While higher aluminum can sheet costs were largely passed
through to customers through higher container pricing, it appears that pricing
will continue to be a major competitive factor.

The company, through its subsidiary, FTB Packaging, is the largest beverage can
manufacturer in the PRC, with an estimated market share of 35 percent (including
equity affiliates). The company's joint venture Sanshui Jianlibao FTB Packaging
Ltd. is the largest can manufacturing facility in the PRC. Capacity within the
PRC has doubled in less than two years and is expected to outstrip demand by the
end of 1996. However, as per capita consumption in the PRC is significantly
lower than in more developed countries and per capita income in China is rising,
there is significant potential for strong demand growth. However, as in North
America, as capacity increases to meet demand, competitive pressure on pricing,
currently at a premium compared to North America, will increase. Sales of FTB
Packaging represented less than three percent of consolidated 1995 net sales.

Metal food containers

Two-piece and three-piece steel food containers are manufactured in Canada and
the U.S. and sold primarily to food processors in Canada and the Midwestern
United States. In 1995 metal food container sales comprised approximately 19
percent of consolidated net sales. Sales to one customer represented more than
10 percent of this operation's 1995 sales. Sales volume of metal food containers
tends to be highest from June through October as a result of seasonal vegetable
packs.

Recent consolidations within the commercial food container industry have reduced
the number of competitors. Currently, the company has one principal competitor
located in Canada and two primary competitors located in the U.S. food container
market. Based on estimated 1995 industry shipments, the company estimates that
it is the third largest metal food container manufacturer with an approximate 18
percent share of the North American commercial market for metal food containers.

In the food container industry, capacity in North America significantly exceeds
market demand, resulting in a highly price-competitive market. During 1993 the
company completed consolidation of certain facilities in Canada and, in
conjunction with the restructuring plans developed in 1993, the company closed
its Augusta, Wisconsin, plant and sold its Alsip, Illinois, plant during 1994.
Late in 1995, the company substantially completed the closure and
reconfiguration of certain Canadian facilities. Further, the company announced
the closure in 1996 of a facility in Pittsburgh, Pennsylvania, which provides
metal coating and slitting services to the metal food and specialty products
businesses.

As part of the company's initiative to expand its presence internationally, the
company announced the formation of a new joint venture company, Ningbo FTB Can
Company, Ltd., to manufacture three-piece food cans in the PRC. This venture, in
which FTB Packaging will have a majority interest, is expected to begin
operations in 1996. Other metal packaging

The company also manufactures containers for aerosol products and other
specialty goods.

Plastic Packaging

PET (polyethylene terephthalate) plastic containers is the company's newest
business. A full-scale pilot line, research and development center in Smyrna,
Georgia, was completed in 1995. In addition, a multi-line production facility in
Chino, California, was completed in 1995, and construction for two other
production facilities in New York and Pennsylvania was started. Full-scale
production is anticipated to begin in the second quarter of 1996 in the
California and New York facilities; the Pennsylvania facility is anticipated to
be in full production by the end of the third quarter of 1996.

Demand for containers made of (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. While PET plastic beverage
containers compete against both metal and glass, the historical increase in
PET's market share has come primarily at the expense of glass containers. In
1994 the domestic plastic container market reached $5.5 billion, surpassing the
size of the glass container market for the first time. Projections for the year
2000 (based on estimated pounds of resin used) range from an increase of almost
60 percent to 100 percent compared to 1995.

Competition in this industry includes two national suppliers and several
regional suppliers and self-manufacturers (primarily Coca-Cola). Price, service
and quality are deciding competitive factors. Increasingly, the ability to
produce customized differentiated plastic containers is an important competitive
factor.

The demand for PET resins in North America has exceeded supply in the last few
years. However, all North American PET resin producers have significant capacity
expansion either under way or planned in the U.S., Canada or Mexico, which will
result in design capacity exceeding demand within the near future. The company
has arranged for an adequate supply of resin to meet its near-term sales
commitments.

The company has secured long-term customer supply agreements, principally for
beverage containers. Other products such as juice, water, liquor and food
containers are key elements in expanding the business. The company expects sales
of PET containers to be approximately $100 million in 1996, and that the
business will operate at a loss for 1996 as the new plants become fully
operational.

Aerospace and Technologies Segment

The aerospace and technologies segment (formerly aerospace and communications)
provides systems, products and services to the aerospace, defense and commercial
markets. Sales in the aerospace and technologies segment accounted for
approximately 12 percent of consolidated net sales in 1995. Approximately 8
percent of the segment's sales in 1995 were made to the commercial
telecommunications industry and 6 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 86 percent of this segment's sales in 1995.
Overall, competition within the aerospace business 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.

Aerospace systems

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.

Space systems include satellites, ground systems and launch vehicle integration
to NASA, the DoD and to commercial and international customers. 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 1995 net sales.

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.

Telecommunication products

Commercial telecommunications equipment is supplied 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.

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 technologies segment was approximately $420 million
at December 31, 1995, and $322 million at December 31, 1994, and consists of the
aggregate contract value of firm orders excluding amounts previously recognized
as revenue. The 1995 backlog includes approximately $233 million which is
expected to be billed during 1996, 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 $268 million at
December 31, 1995. Year-to-year comparisons of backlog are not necessarily
indicative of future operations.

The company's aerospace and technologies 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.

Ball-Foster Glass Container Co., L.L.C.

The company has a 42-percent interest in Ball-Foster Glass Container Co., L.L.C.
(Ball-Foster), a manufacturer of a diversified line of glass containers for sale
primarily to processors, packers and distributors of food, soft drinks, beer,
juice, wine and liquor products. Ball-Foster currently operates twenty glass
container manufacturing facilities and a glass mold manufacturing facility. In
addition, Ball-Foster manages a glass plant owned by Madera Glass Company, a
51-percent owned subsidiary of Ball-Foster, and a second plant through a 50%
venture with Tropicana Products, Inc.

The company estimates that Ball-Foster is the second largest domestic producer
of commercial glass containers with a 30 percent market share, based upon 1995
units shipped, assuming the businesses had been combined for the full year. The
largest competitor is estimated to comprise approximately 40 percent of the
domestic market. Service, quality, performance and price are discriminating
competitive factors.

The majority of Ball-Foster's sales are made directly to major companies having
leading market positions in packaged beer, soft drinks, food and juice, and
still wines and champagnes. Sales to one customer represented more than 10
percent of Ball-Foster's 1995 sales for the period from its formation on
September 15, 1995.

Ball-Foster manufactures a wide range of glass containers for the food
(including juices), beer and soft drink industries, which comprise approximately
40 percent, 37 percent and 15 percent, respectively, of Ball-Foster's proforma
total annual unit shipments. The total market for all types of glass containers
decreased approximately 5.4 percent in 1995 and has been essentially flat over
the last decade. However, industry shipments of food containers have increased
approximately 2.1 percent per annum since 1985, and shipments to the beer
industry have increased approximately 2.8 percent per annum since 1985 and 4.6
percent since 1990, primarily due to the recent proliferation of new beers which
have been introduced predominantly in glass containers. These increases have
been offset by decreases in shipments to the soft drink, liquor and wine
industries as other packaging materials, such as metal, plastic and flexible
packaging, have captured a share of products previously packaged in glass, and
to a general decline in alcohol 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 121 plants in 1983 to nine companies with 63 plants in 1996. Since
1991, nine plants were closed in the industry: four within the company's former
glass container business and five by competitors of Ball-Foster. In March 1996,
Ball-Foster announced that two of its plants will be closed in 1996. Further
analysis is in process to determine if additional plant closures or
restructuring is necessary to achieve, in part, the benefits anticipated from
the combining of the glass businesses within Ball-Foster.

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 1995 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. 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 and PET beverage container manufacture as well as its
investment in glass container packaging.

Aluminum, PET and glass containers are recyclable, and significant amounts of
used containers are being recycled and diverted from the solid waste stream. In
1995 approximately 62 percent of aluminum beverage containers sold in the U.S.
were recycled. In 1994, the most recent data available, approximately 49 percent
of the PET beverage containers, and approximately 33 percent of all PET
containers, sold in the U.S. were recycled.

Employees

As of March 1996 Ball employed approximately 7,500 people.

Item 2. Properties

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

The Corporate headquarters and certain research and engineering facilities are
located in Muncie, Indiana. The 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. The offices, pilot line and research and
development center for the new plastic container business are located in Smyrna,
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.

Approximate
Floor Space in
Plant Location Square Feet

Metal packaging manufacturing facilities:
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

Plastic packaging manufacturing facilities:
Chino, California 228,000
Syracuse, New York 240,000
Reading, Pennsylvania 52,000


Ball Aerospace & Technologies Corp. offices are located in Broomfield, Colorado.
The Colorado-based operations of this business operate from a variety of company
owned and leased facilities in Boulder, Broomfield and Westminster, Colorado,
which together aggregate approximately 922,000 square feet of office,
laboratory, research and development, engineering and test, and manufacturing
space. Other aerospace and technologies operations are based in Dayton, Ohio,
Warner Robins, Georgia, and San Diego, California.

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
Denver, Chemical Waste Management, Inc., and Waste Management of Colorado, Inc.
(collectively "Waste"), have dismissed their lawsuit against the company and
Waste will defend, indemnify, and hold harmless, to the extent agreed, 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 which may have been
disposed of by the company at the site, but which are identified after the
execution of the settlement agreement. At this time, there are no Lowry Landfill
actions in which the company is actively involved. 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, 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. The Magistrate has
declared the patents of Lemelson are unenforceable because of the long delays in
prosecution. 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 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 dollars 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 2 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. 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 for cleanup costs incurred in connection with the removal
action of aboveground site areas. By a letter dated September 29, 1995, the
company, along with the other above described PRPs, were notified by EPA that it
was negotiating with the large volume PRPs another consent order for performance
of a site environmental study as a prerequisite to possible long-term
remediation. EPA and the large-volume PRPs have stated that a second de minimis
buyout for settlement of liability for performance of all environmental studies
and site remediation is being formulated and an offer to participate therein has
been made to the company. 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 percent of the waste
contributed to the site on a volumetric basis. The company is attempting to
identify additional information regarding this matter. The company has responded
and is investigating the accuracy of the total volume alleged to be attributable
to the company. The company joined the PRP group during 1993. In May-June 1994,
the company contributed $2,445 as its share of the cost of a one-time critical
removal action. In December 1994, received a request to execute a trust
agreement for the company's metal food container and specialty products group.
In February 1995, the company executed a trust agreement whereby certain
contributions will be made to fund the administration of an ongoing work group.
Based on the information available to the company, at this time, the company now
believes that this matter will not have a material, adverse effect on the
company.

On or about June 14, 1990, the El Monte plant of Ball-InCon Glass Packaging
Corp. (renamed Ball Glass Container Corporation on June 6, 1994, the assets of
which were sold in September 1995 to a joint venture with Saint-Gobain, now
known as Ball-Foster Glass Container Co., L.L.C.), a then wholly-owned
subsidiary of the company, received a general notification letter and
information request from EPA, Region IX, notifying Ball Glass Container
Corporation ("Ball Glass")that it may have a potential liability as defined in
Section 107(a) of 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 responded. After a period of
inactivity, the federal and state governments proceeded to have performed the
remedial investigation study, which will lead to a proposed cleanup. In this
regard, the California Regional Water Quality Control Board requested El Monte
area industries to commence resampling groundwater monitoring wells. Ball Glass
received notice from the City of El Monte that, pursuant to a proposed city
economic redevelopment plan, the City proposed to commence groundwater cleanup
by a pump and treat remediation process. Ball Glass submitted comments to the
City that, while Ball Glass approved the expenditures of public monies for
groundwater remediation, as opposed to assessing civil liability against
individual industries, Ball Glass requested further scientific substantiation
that treatment at a city water well adjacent to the El Monte plant would not
increase concentration of groundwater contamination under the plant. A hearing
was held January 12, 1994, by the El Monte Community Redevelopment Agency to
discuss various methods of public financing available to fund the City's
proposed water treatment project. A potentially responsible party ("PRP") group
organized and drafted a PRP group agreement, which Ball Glass executed. The PRP
group retained an environmental engineering firm to critique the U.S. EPA
studies and any proposed remediation. The group continued to challenge the
City's proposed groundwater production well activation program until sufficient
hydrogeologic studies have been done. Concern is that extraction of water for a
"pump and treat" process may draw additional concentrations of groundwater
pollutants onto plant property and other surrounding properties. Ball Glass
retained a hydrogeologic expert, who has established to Ball Glass that it did
not contribute to the groundwater pollution; rather, such pollution flowed
underground onto Ball Glass' property. 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. In response, the group (i) organized more formally,
(ii) requested that EPA send additional "special notice" letters to former
landowners who are believed to be responsible for the pollution, and (iii) held
its initial allocation committee meetings to discuss allocation methods to
attribute cleanup costs to various PRPs. Ball Glass received its letter on
October 17, 1994. Ball Glass asserts that it is a de minimis party at the site.
At the second meeting of the allocation committee, the group approved an
allocation method based on an equal, pro rata sharing of all expenses to share
the costs to perform the remedial investigation/feasibility study and any EPA
administrative costs incurred as of the date of the special notice letters from
the EPA. Subsequently, the allocation committee reversed its allocation method
and has now recommended group approval on an allocation method based upon fault
or contribution to pollution levels. On January 12, 1995, the group approved
such allocation method. The group submitted to the U.S. EPA its "good faith"
response letter outlining how the group proposes to perform the remedial
investigation study requested by the U.S. EPA.

The PRP group completed negotiations with the EPA over the terms of the
administrative consent order, statement of work for the remedial investigation
phase of the cleanup, and the interim allocation arrangement between group
members to fund the remedial investigation. The interim allocation approach
favors the company in that, ultimately, a payment will be based upon
contribution to pollution. The administrative consent order was executed by the
group and EPA. The EPA also accepted the statement of work for the remedial
investigation phase of the cleanup. The group retained an environmental
engineering consulting firm to perform the remedial investigation, and executed
a license agreement under which the consultant will use City Well No. 5 located
on plant property to sample area groundwater. As required under the
administrative consent order, submitted to the EPA all copies of all
environmental studies conducted at the plant, the majority of which had already
been furnished to the State of California. The company's general liability
insurer agreed to provide cost of defense coverage in this matter. EPA approved
the work plan, project management plan, and the data management plan portions of
the PRP group's proposed remedial investigation/feasibility study. EPA believes
the sampling and analysis plan portion contains deficiencies and is requesting
that these be addressed. The PRP group prepared responses to EPA's position
letter at its November 28, 1995, meeting. The company's environmental consulting
firm is preparing a request for presentation to the group this spring when
allocations of pollution contribution are decided. Based on the information, or
lack thereof, available to the company at the present time, the company is
unable to express an opinion as to the actual exposure of the company for this
matter.

On July 27, 1994, Onex Corporation ("Onex") initiated arbitration before the
International Chamber of Commerce, alleging that the company was in breach of a
joint venture agreement dated September 15, 1988. Onex's demand represented a
claim against the company for approximately $30 million. The company denied the
allegations of Onex's complaint. On August 1, 1995, the Arbitral Tribunal
decided the case in favor of Ball Corporation. The parties had previously agreed
to be bound by the decision of the Tribunal.

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.
This matter has now been settled.

In March of 1992, William Hallahan, an employee of the company's metal container
plant in Saratoga Springs, New York, filed a workers' compensation claim
alleging that he suffers from a form of leukemia that was caused by his exposure
to certain chemicals used in the plant. The company denied the charge, and
hearings on the matter were held before the Workers' Compensation Board of the
State of New York. Cross-examination of Mr. Hallahan's witnesses continued
during 1995. Based on the information available to the company, at this time,
the company now believes that this matter will not have a material, adverse
effect on the company.

On November 30, 1995, the U.S. Justice Department filed a lawsuit in the U.S.
District Court for the Eastern District of Michigan on behalf of the United
States of America against Erie Coatings and Chemicals, Inc., and certain other
defendants including the company. The lawsuit alleges that some thirty
generators of hazardous waste, including the company's metal container group,
disposed of hazardous waste at the Erie Coatings and Chemicals, Inc., site
located in Erie, Michigan. The company is attempting to investigate this matter
and to determine the nature and amount of remedial costs the government is
seeking to recoup. Based on the information available to the company, at this
time, the company is unable to express an opinion as to the actual exposure of
the company for this matter.

On January 5, 1996, the company was served with a lawsuit filed by an individual
named Tangee E. Daniels, on behalf of herself and two minor children and four
other plaintiffs, alleging that the company's metal container group a/k/a Ball
Corporation and over fifty other defendants disposed of certain hazardous waste
at the hazardous waste disposal site operated by Gibraltar Chemical Resources,
Inc., located in Winona, Smith County, Texas. The lawsuit also alleges that
American Ecology Corp., America Ecology Management Corp., Mobley Environmental
Services, Inc., and the managers of the site for Gibraltar, failed to
appropriately manage the waste disposed of or treated at the Gibraltar site,
resulting in release of hazardous substances into the environment. The
plaintiffs allege that they have been denied the enjoyment of their property and
have sustained personal and bodily injury and damages due to the release of
hazardous waste and toxic substances into the environment caused by all the
defendants. The plaintiffs allege numerous causes of action under state law and
common law. Plaintiffs also seek to recover damages for past, present, and
future medical treatment; mental and emotional anguish and trauma; loss of wages
and earning capacity; and physical impairment, as well as punitive damages and
prejudgment interest in unspecified amounts. The company intends to defend
against this matter. Based on the limited information available to the company,
at this time, the company is unable to express an opinion as to the actual
exposure of the company for this matter.

On February 16, 1996, the company was served with a lawsuit filed by an
individual named Marti Williams, individually, and as next friend of Michael
Williams, and Linda Smiley, individually and as next friend of Courtney Smiley
et al., alleging that the company's metal container group a/k/a Ball Corporation
and over fifty other defendants disposed of certain hazardous waste at the
hazardous waste disposal site operated by Gibraltar Chemical Resources, Inc.,
located in Winona, Smith County, Texas. The lawsuit also alleges that American
Ecology Corp., America Ecology Management Corp., Mobley Environmental Services,
Inc., and the managers of the site for Gibraltar, failed to appropriately manage
the waste disposed of or treated at the Gibraltar site, resulting in release of
hazardous substances into the environmental. The plaintiffs allege that they
have been denied the enjoyment of their property and have sustained personal and
bodily injury and damages due to the release of hazardous waste and toxic
substances into the environment caused by all the defendants. The plaintiffs
allege numerous causes of action under state law and common law. Plaintiffs also
seek to recover damages for past, present, and future medical treatment; mental
and emotional anguish and trauma; loss of wages and earning capacity; and
physical impairment, as well as punitive damages and prejudgment interest in
unspecified amounts. The company intends to defend against this matter. Based on
the limited information available to the company, at this time, the company is
unable to express an opinion as to the actual exposure of the company for this
matter.

Item 4. Submission of Matters to Vote of Security Holders

There were no matters submitted to the security holders during the fourth
quarter of 1995.

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 8,944 common shareholders of record on March
1, 1996.

Other information required by Item 5 appears under the caption, "Quarterly Stock
Prices and Dividends," in the 1995 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, 1995,
appearing in the section titled, "Five Year Review of Selected Financial Data,"
of the 1995 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 Financial Condition and Results of
Operations" of the 1995 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 1995 Annual
Report to Shareholders, together with the report thereon of Price Waterhouse
LLP, dated January 23, 1996, 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, 59, 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. R. David Hoover, 50, Executive Vice President and Chief Financial Officer,
since July 1995; Senior Vice President and Chief Financial Officer,
1992-1995; 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.

3. Duane E. Emerson, 58, Senior Vice President and Chief Administrative
Officer, since July 1995; Senior Vice President, Administration,
1985-1995; Vice President, Administration, 1980-1985.

4. Donovan B. Hicks, 58, Group Vice President; President, Ball Aerospace &
Technologies Corp., since August 1995; Group Vice President; President,
Aerospace and Communications Group, 1988-1995; Group Vice President,
Technical Products, 1980-1988; President, Ball Brothers Research
Corporation/Division, 1978-1980.

5. David B. Sheldon, 54, Executive Vice President, Packaging Operations,
since October 1995; Executive Vice President, North American Packaging
Operations, 1995; Group Vice President; President, Metal Beverage
Container Group, 1993-1995; 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.

6. Richard E. Durbin, 54, Vice President, Information Services, since April
1985; Corporate Director, Information Services, 1983-1985; Corporate
Director, Data Processing, 1981-1983.

7. Albert R. Schlesinger, 54, Vice President and Controller, since January
1987; Assistant Controller, 1976-1986.

8. Raymond J. Seabrook, 45, Vice President and Treasurer, since August 1992;
Senior Vice President and Chief Financial Officer, Ball Packaging Products
Canada, Inc., 1988-1992.

9. Harold L. Sohn, 50, Vice President, Corporate Relations, since March 1993;
Director, Industry Affairs, Packaging Products, 1988-1993.

10. David A. Westerlund, 45, Vice President, Human Resources, since December
1994; Senior Director, Corporate Human Resources, July 1994-December 1994;
Vice President, Human Resources and Administration, Ball Glass Container
Corporation, 1988-1994; Vice President, Human Resources, Ball Glass
Container Corporation, 1987-1988.

Other information required by Item 10 appearing under the caption, "Director
Nominees and Continuing Directors," on pages 3 through 5 and under the caption,
"Compliance with Section 16(a) of the Securities Exchange Act of 1934" on page
15 of the company's proxy statement filed pursuant to Regulation 14A dated March
18, 1996, 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 14 of the company's proxy statement filed
pursuant to Regulation 14A dated March 18, 1996, 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 18, 1996, 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 15 of the company's proxy statement filed pursuant to
Regulation 14A dated March 18, 1996, 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 1995 Annual Report to
Shareholders are incorporated by reference in Part II, Item 8:

Consolidated statement of (loss) income - Years ended December 31,
1995, 1994 and 1993

Consolidated balance sheet - December 31, 1995 and 1994

Consolidated statement of cash flows - Years ended December 31, 1995,
1994 and 1993

Consolidated statement of changes in shareholders' equity - Years
ended December 31, 1995, 1994 and 1993

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

Amendment No. 1 to the Current Report on Form 8-K dated September 15,
1995 to include the financial statements and proforma financial
information omitted from the original filing, November 29, 1995.

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, President and
Chief Executive Officer
March 29, 1996

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:
President and
/s/ George A. Sissel Chief Executive Officer
-------------------------------------- March 29, 1996
George A. Sissel

(2) Principal Financial Accounting Officer:
Executive Vice President and
/s/ R. David Hoover Chief Financial Officer
-------------------------------------- March 29, 1996
R. David Hoover

(3) Controller:

/s/ Albert R. Schlesinger Vice President and Controller
-------------------------------------- March 29, 1996
Albert R. Schlesinger

(4) A Majority of the Board of Directors:

/s/ Frank A. Bracken * Director
-------------------------------------- March 29, 1996
Frank A. Bracken

/s/ Howard M. Dean * Director
-------------------------------------- March 29, 1996
Howard M. Dean

/s/ John T. Hackett * Director
-------------------------------------- March 29, 1996
John T. Hackett

/s/ John F. Lehman * Director
-------------------------------------- March 29, 1996
John F. Lehman

/s/ Jan Nicholson * Director
-------------------------------------- March 29, 1996
Jan Nicholson

/s/ Alvin Owsley * Chairman of the Board and
-------------------------------------- Director
Alvin Owsley March 29, 1996


/s/ George A. Sissel * President and Chief Executive
-------------------------------------- Officer and Director
George A. Sissel March 29, 1996

/s/ W. Thomas Stephens * Director
-------------------------------------- March 29, 1996
W. Thomas Stephens

/s/ William P. Stiritz * Director
-------------------------------------- March 29, 1996
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, 1996

Ball Corporation and Subsidiaries
Annual Report on Form 10-K
For the year ended December 31, 1995

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.


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

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 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.

10.12 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.

10.13 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.

10.14 Ball Corporation Economic Value Added Incentive Compensation
Plan dated January 1, 1994 (filed by incorporation by reference
to the Annual Report on Form 10-K for the year ended December
31, 1994) filed March 29, 1995.


Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------
10.15 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.

10.16 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.

10.17 1993 Stock Option Plan (filed by incorporation by reference to
the Form S-8 Registration Statement, No. 33-61986) filed April
30, 1993.

10.18 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.

10.19 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.

10.20 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.

10.21 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.

10.22 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.

10.23 Ball Corporation Long-Term Cash Incentive Plan, dated October
25, 1994 (filed by incorporation by reference to the Annual
Report on Form 10-K for the year ended December 31, 1994) filed
March 29, 1995.

10.24 Asset Purchase Agreement dated June 26, 1995, among Foster
Ball, L.L.C. (since renamed Ball-Foster Glass Container Co.,
L.L.C.), Ball Glass Container Corporation and Ball Corporation
(filed by incorporation by reference to the Current Report on
Form 8-K dated September 15, 1995) filed September 29, 1995.


Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------
10.25 Foster Ball, L.L.C. (since renamed Ball-Foster Glass Container
Co., L.L.C.) Amended and Restated Limited Liability Company
Agreement dated June 26, 1995, among Saint-Gobain Holdings I
Corp., BG Holdings I, Inc. and BG Holdings II, Inc. (filed by
incorporation by reference to the Current Report on Form 8-K
dated September 15, 1995) filed September 29, 1995.

11.1 Statement re: Computation of Earnings Per Share. (Filed
herewith.)

13.1 Ball Corporation 1995 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.)

18.1 Letter re: Change in Accounting Principles (filed by
incorporation by reference to the Quarterly Report on Form 10-Q
for the quarterly period ended July 2, 1995) filed August 15,
1995.

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.