EXHIBIT 10.28

Exhibit 10.28

Amendment dated January 24, 1996 to the Retention Agreement between Donovan B.
Hicks and Ball Corporation.

AMENDMENT NUMBER ONE EFFECTIVE JANUARY 24, 1996,
TO AEROSPACE RETENTION AGREEMENT
DATED JUNE 22, 1994

1. Amendment Number One:

"Subsection 4(f) of the Aerospace Retention Agreement dated June 22,
1994, (copy attached) is hereby amended to read in its entirety as
follows:

`(f) Termination Following Change in Control. 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 5 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 4(f) and the
Severance Gross-Up Payment pursuant to this Subsection 4(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 Aerospace Retention Agreement is not amended
and shall continue to be June 22, 1994.



BALL CORPORATION


/s/ Duane E. Emerson
- -------------------------------
Duane E. Emerson
Senior Vice President and
Chief Administrative Officer


Agreed to this 24th day of January 1996.


/s/ Donovan B. Hicks
- --------------------------------