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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A

( X ) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997

( ) 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: (765) 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 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 $984.2 million based upon the closing market price on March 2,
1998 (excluding Series B ESOP Convertible Preferred Stock of the registrant,
which series is not publicly traded and which has an aggregate liquidation
preference of $59.9 million).

Number of shares outstanding as of the latest practicable date.

Class Outstanding at March 2, 1998
---------------------------------- ----------------------------
Common Stock, without par value 30,320,402


DOCUMENTS INCORPORATED BY REFERENCE

1. Annual Report to Shareholders for the year ended December 31, 1997, to the
extent indicated in Parts I, II, and IV. Except as to information
specifically incorporated, the 1997 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 16, 1998, to the extent
indicated in Part III.


Ball Corporation and Subsidiaries
Annual Report on Form 10-K
For the year ended December 31, 1997

Index to Exhibits


Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------
3.(i) Amended Articles of Incorporation as of August 2, 1996 (filed
by incorporation by reference to the Quarterly Report on Form
10-Q for the quarter ended March 30, 1997) filed May 14, 1997.

3.(ii) Bylaws of Ball Corporation as amended January 22, 1997 (filed
by incorporation by reference to the Quarterly Report on Form
10-Q for the quarter ended March 30, 1997) filed May 14, 1997.

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, 2006, of one preferred stock purchase right for each
outstanding share of common stock under the Rights Agreement
dated as of July 24, 1996, between the Company and The First
Chicago Trust Company of New York (filed by incorporation by
reference to the Form 8-A Registration Statement, No. 1-7349,
dated August 1, 1996, and filed August 2, 1996, and to the
Company's Form 8-K Report dated February 13, 1996, and filed
February 14, 1996).

10.1 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 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.

10.3 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.

10.4 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.


Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------
10.5 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.

10.6 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.

10.7 Amended and Restated Form of Severance Benefit Agreement which
exists between the Company and its executive officers,
effective as of August 1, 1994 and as amended on January 24,
1996, (filed by incorporation by reference to the Quarterly
Report on Form 10-Q for the quarter ended March 31, 1996) filed
May 15, 1996.

10.8 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.

10.9 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.

10.10 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.

10.11 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.

10.12 Ball Corporation 1997 Stock Incentive Plan (filed by
incorporation by reference to the Form S-8 Registration
Statement, No. 333-26361), filed May 2, 1997.

10.13 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.

10.14 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.

10.15 1993 Stock Option Plan (filed by incorporation by reference to
the Form S-8 Registration Statement, No. 33-61986) filed April
30, 1993.


Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------
10.16 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.

10.17 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.

10.18 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.

10.19 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.

10.20 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.

10.21 Ball Corporation Long-Term Cash Incentive Plan, dated October
25, 1994, as amended October 23, 1996 (filed by incorporation
by reference to the Quarterly Report on Form 10-Q for the
quarter ended September 29, 1996) filed November 13, 1996.

10.22 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.

10.23 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.

10.24 Part-Time Employment, Retirement and Consulting Services
Agreement between Duane E. Emerson and Ball Corporation dated
January 14, 1997 (filed by incorporation by reference to the
Annual Report on Form 10-K for the year ended December 31,
1996) filed March 31, 1997.

10.25 Agreement and General Release between David B. Sheldon and Ball
Corporation dated February 7, 1997 (filed by incorporation by
reference to the Annual Report on Form 10-K for the year ended
December 31, 1996) filed March 31, 1997.


Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------
10.26 Consulting Agreement between The Cygnus Enterprise Development
Corp. (for which Donovan B. Hicks is managing partner) and Ball
Corporation dated January 1, 1997 (filed by incorporation by
reference to the Annual Report on Form 10-K for the year ended
December 31, 1996) filed March 31, 1997.

10.27 Form of Severance Agreement (Change of Control Agreement) which
exists between the Company and its executive officers (filed by
incorporation by reference to the Annual Report on Form 10-K
for the year ended December 31, 1988) filed March 25, 1989.

10.28 Ball Corporation Nonemployee Directors' Compensation plan, as
approved April 23, 1997 (filed by incorporation by reference to
the Quarterly Report on Form 10-Q for the quarter ended March
30, 1997) filed May 14, 1997.

10.29 1997 Enhancement to the Ball Corporation Economic Value Added
Incentive Compensation Plan (filed by incorporation by
reference to the Quarterly Report on Form 10-Q for the quarter
ended September 28, 1997) filed November 10, 1997.

11.1 Statement re: Computation of Earnings Per Share (filed by
incorporation by reference to the notes to the consolidated
financial statements, "Earnings Per Share," in the 1997 Annual
Report to Shareholders). (Filed herewith.)

13.1 Ball Corporation 1997 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 quarter 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 for the year ended December 31, 1997.
(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.

99.2 Cautionary statement for purposes of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of
1995, as amended. (Filed herewith.)

SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Ball Corporation
(Registrant)


By: /s/ Albert R. Schlesinger
Albert R. Schlesinger
Vice President and Controller


Date: April 9, 1998