EXHIBIT 10.27

Exhibit 10.27

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

AMENDMENT NUMBER ONE EFFECTIVE JANUARY 24, 1996,
TO SEVERANCE BENEFIT AGREEMENT
DATED AUGUST 1, 1994


1. Amendment Number One:

"Subsection 2(f) of the Severance Benefit Agreement dated August 1, 1994,
(copy attached) is hereby amended to read in its entirety as follows:

`(f) Termination Following Change in Control. Notwithstanding
Subsection 3(a)(iii) hereof, in the case of termination, during the Term,
by the Corporation other than for Cause or by the Executive for
Constructive Termination, following the occurrence of a "Change in
Control," as defined in Section 2 of the Severance Agreement, the
Executive shall be entitled to (i) a benefit (the "Change in Control
Benefit") equal to the greater of each of the benefits otherwise provided
in Section 3 hereof, and each of the benefits provided under Section 5 of
the Severance Agreement (without regard to the "Gross-Up Payment"
provided pursuant to Section 5(vi) of the Severance Agreement), plus (ii)
an additional amount (the "Severance Gross-Up Payment") such that the net
amount retained by the Executive, after deduction of any Excise Tax (as
defined in Section 5(vi)(a) of the Severance Agreement) on the Change in
Control Benefit, and any federal, state and local income and employment
taxes and Excise Tax on the Severance Gross-Up Payment, shall be equal to
the Change in Control Benefit. Such Severance Gross-Up Payment shall be
calculated pursuant to the procedures set out in Section 5(vi) of the
Severance Agreement. Notwithstanding the foregoing, in the event that the
Executive receives the Change in Control Benefit pursuant to this
Subsection 2(f) and the Severance Gross-Up Payment pursuant to this
Subsection 2(f), the Executive shall not be entitled to receive any
additional benefits under the Severance Agreement.'"

2. The effective date of this Amendment Number One shall be January 24,
1996.

3. The effective date of the Severance Benefit Agreement is not amended and
shall continue to be August 1, 1994.



BALL CORPORATION


- -----------------------------------------



Agreed to this 24th day of January 1996.


- ------------------------------------------