EXHIBIT 10.22A

Exhibit 10.22a

PERSONAL & CONFIDENTIAL


RE: Option to purchase ______ Non-Qualified Stock Option shares of Ball
Corporation Common Stock at $35.00 per share, being 100 percent of the
fair market value on the effective date of September 23, 1998.

Dear _____:

It is my pleasure to inform you that the Human Resources Committee of the Board
of Directors of Ball Corporation has granted you the referenced stock option as
a "special" grant issued under the Ball Corporation 1997 Stock Incentive Plan
(the "Plan"). These options become exercisable after stock trading prices have
reached increasing "indexing" levels. This grant, with its indexing feature,
signals to our investors the commitment of Ball Corporation and its management
to shareholder value creation.

Except as enumerated below, this special stock option grant encompasses the same
features as Ball's routine stock option grants, including a ten-year term.

Your special option, however, unlike routine options, becomes exercisable in
full five years from the date of grant, except to the extent that all or a
portion of the shares shall have become exercisable earlier. The options may
become exercisable earlier than five years from the date of grant, as soon as,
but not until, the following requirements regarding Ball's Common Stock trading
prices are met:

When the Ball stock price reaches an index price of $45 per share, 50
percent of your special option shares will become exercisable. When the
Ball stock price reaches an index price of $52 per share, another 25
percent of your special option shares will become exercisable. When the
Ball stock price reaches an index price of $60 per share, the remaining 25
percent of your special option shares will become exercisable. The index
price will be achieved when the Corporation's stock has closed for ten
consecutive trading days on the New York Stock Exchange Composite listing
at or above $45, $52, or $60 per share, respectively. Once the appropriate
index price requirements have been met, your option will be exercisable at
$35.00 per share. During the first five years from the date of grant, you
may not exercise any portion of your special option shares except for the
portion for which an index price requirement has been met.

In the event of a change in control of the Corporation (as defined in the
Plan), any special stock options which remain outstanding at the time of
such change in control shall become immediately exercisable in full without
regard to the years that have elapsed from the date of grant and regardless
of whether any indexing levels have been achieved.

If your employment with Ball Corporation terminates for any reason, except
as noted below, during the 39-month period from October 1, 1998, to
December 31, 2001, the number of special option shares granted to you will
be reduced ratably. The option shares for which the indexing level has been
achieved plus the option shares remaining after your ratable reduction will
be considered as earned by you. The ratable reduction shall be calculated
only on those shares for which the indexing level has not been achieved.
The basis of reduction will be the total number of shares for which the
indexing level has not been achieved, multiplied by the total number of
full months served during the above-referenced period divided by 39. If you
are retirement eligible when your employment with the Corporation
terminates, the shares earned as of the date of your retirement will
continue to become exercisable, to the extent not already exercisable,
according to the terms specified above, and your special option grant will
remain active until the expiration date of September 23, 2008.

If you are terminated during the 39-month period above for "Cause" or if
your employment with the Corporation terminates for any reason (except
death or disability) before you are retirement eligible, the shares not
already exercisable as of your termination date are forfeited on the date
of termination. In these events you may, but only within the 30-day period
immediately following such termination of employment, exercise your special
option shares to the extent you were entitled to exercise at the date of
your termination.

If you die or become disabled while still an active employee of the
Corporation, the shares ratably earned as of the date of your death or
disability will continue to become exercisable according to the terms
specified above, and may be exercised during that period by the person or
persons to whom your rights pass by will or by the applicable laws of
descent and distribution.

In no event may your special option shares be exercised after the
expiration date of September 23, 2008.

When you exercise your option, you must pay the Corporation an amount equal to
the exercise price of the option multiplied by the number of shares you wish to
acquire. The exercise price of the option may be satisfied by a personal check
or with shares of Ball Corporation Common Stock which you already own. You must
also at that time pay the Corporation for any taxes it is obligated to withhold
upon your exercise of the Non-Qualified option shares, either by personal check
or through share retention.

The Plan and Prospectus set forth all terms and conditions which control this
option, except for the unique features which are described in the points above.
Please execute this option agreement by signing both copies of this letter.
Return one copy to the Corporate Secretary's Department in the envelope
provided. By doing so, you acknowledge receipt of your option and your agreement
to abide by the terms and conditions of the Plan. Be sure to keep your copy of
the special stock option agreement along with the enclosed Plan and Prospectus.
Please refer to the Prospectus for a discussion of the tax consequences of
exercising an option. You should consult your own tax advisor regarding your
individual situation.

These special stock options reflect our Board's commitment to incentivize the
Corporation's senior management to deliver significant returns to our
shareholders in the form of stock price appreciation.

Congratulations on your selection and for accepting the challenge represented by
this special stock option award.

Sincerely,








ACKNOWLEDGED AND ACCEPTED:

Employee:
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Address:
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Date:
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