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

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, 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.


PORTIONS AMENDED
Parts III and IV of the Annual Report on Form 10-K for the year ended December
31, 1995 are 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, 59, Chairman, President and Chief Executive Officer,
since April 1996; President and Chief Executive Officer, 1995-1996; 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, Chief Financial Officer and
Treasurer, since April 1996; Executive Vice President and Chief Financial
Officer, 1995-1996; 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, Planning and Control, since April
1996; Vice President and Treasurer, 1992-1996; 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. Effective April 24, 1996, the
Director Nominees named in the company's proxy statement were elected to their
positions and George A. Sissel was named Chairman of the Board of Directors,
succeeding Alvin Owsley, who retired.

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, filed November 29, 1995.

Current Report on Form 8-K dated January 24, 1996 announcing approval by
the Board of Directors of an extension of the benefits afforded by the
company's existing shareholder rights plan by the adoption of a new
shareholder rights plan, filed February 14, 1996.


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: -------------------------------
R. David Hoover
Executive Vice President
Chief Financial Officer
and Treasurer

Date: -------------------------------


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.

4.3 Rights Agreement, dated as of January 24, 1996, between Ball
Corporation and First Chicago Trust Company of New York, as
Rights Agent, which includes as Exhibit A the description of
Preferences and Rights of the Series A Junior Participating
Preferred Stock and as Exhibit B the form of Rights Certificate
(filed by incorporation by reference to the Current Report on
Form 8-K dated January 24, 1996) filed February 14, 1996.

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.


Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------
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 the Severance Benefit Agreement dated August 1, 1994
(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.


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

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.


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

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.

10.26 Form of Severance Agreement dated January 24, 1996 which exists
between the company and its executive officers. (Filed
herewith).

10.27 Form of Amendment dated January 24, 1996 to the Severance
Benefit Agreement which exists between the company and its
executive officers. (Filed herewith).

10.28 Amendment dated January 24, 1996 to the Retention Agreement
between Donovan B. Hicks and Ball Corporation. (Filed
herewith).

11.1 Statement re: Computation of Earnings Per Share is incorporated
herein by reference to the Annual Report on Form 10-K for the
year ended December 31, 1995, of which this Amendment No. 1 on
Form 10-K/A forms a part.

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.) is incorporated herein by reference to the Annual
Report on Form 10-K for the year ended December 31, 1995, of
which this Amendment No. 1 on Form 10-K/A forms a part.

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 is incorporated herein
by reference to the Annual Report on Form 10-K for the year
ended December 31, 1995, of which this Amendment No. 1 on Form
10-K/A forms a part.

23.1 Consent of Independent Accountants is incorporated herein by
reference to the Annual Report on Form 10-K for the year ended
December 31, 1995, of which this Amendment No.
1 on Form 10-K/A forms a part.

Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------
24.1 Limited Power of Attorney is incorporated herein by reference
to the Annual Report on Form 10-K for the year ended December
31, 1995, of which this Amendment No. 1 on Form 10-K/A forms a
part.

27.1 Financial Data Schedule is incorporated herein by reference to
the Annual Report on Form 10-K for the year ended December 31,
1995, of which this Amendment No. 1 on Form 10-K/A forms a
part.

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.