Form: SC 13G/A

Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

February 10, 2003

SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

Published on February 10, 2003


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.: 1)*


Name of Issuer: Ball Corporation

Title of Class of Securities: Common Stock

CUSIP Number: 058498106

Date of Event Which Requires Filing of this Statement: December 31, 2002

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

(X) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

(Continued on the following page(s))

PAGE 1 OF 6 PAGES

13G

CUSIP No.: 058498106


1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Vanguard Fiduciary Trust Company, in its capacity as trustee for
certain employee benefit plan(s). I.R.S. Identification Number
23-2186884.


2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP

Not Applicable A. B.

3. SEC USE ONLY


4. CITIZENSHIP OR PLACE OF ORGANIZATION

Pennsylvania

(For questions 5-8, report the number of shares beneficially owned by
each reporting person with:)

5. SOLE VOTING POWER

None

6. SHARED VOTING POWER

3,123,651 Shares

7. SOLE DISPOSITIVE POWER

None

8. SHARED DISPOSITIVE POWER

3,123,651 Shares

PAGE 2 OF 6 PAGES


13G

CUSIP No.: 058498106


9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,123,651 Shares

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

Not applicable

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.497%


12. TYPE OF REPORTING PERSON

BK


PAGE 3 OF 6 PAGES


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________

SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
____________

Item 1 (a) - Name of Issuer

Ball Corporation

Item 1 (b) - Address of Issuer's Principal Executive Officers:

10 Longs Peak Drive, P.O. Box 5000
Broomfield, CO 80021-2510

Item 2 (a) - Name of Person Filing:

Vanguard Fiduciary Trust Company, in its capacity as trustee for
certain employee benefit plan(s).

Item 2 (b) - Address of Principal Business Office or, if none, residence

500 Admiral Nelson Blvd.
Malvern, PA 19355

Item 2 (c) - Citizenship

Pennsylvania

Item 2 (d) - Title of Class of Securities

Common Stock

Item 2 (e) - CUSIP Number

058498106

Item 3 - Type of Filing:

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a: (b) X Bank as defined in
Section 3(a)(6) of the Act.

PAGE 4 OF 6 PAGES

Item 4 - Ownership:

(a) Amount Beneficially Owned:

3,123,651 Shares

(b) Percent of Class:

5.497%

(c) Number of shares as to which such person has:

(i) sole power to vote or to direct the vote: None

(ii) shared power to vote or to direct the vote: 3,123,651
Shares*

(iii) sole power to dispose or to direct the disposition of: None

(iv) shared power to dispose or to direct the disposition of:
3,123,651 Shares**

* Vanguard Fiduciary Trust Company is the trustee of certain employee benefit
plans, which are subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). Shares of the issuer's Common Stock are held in
trust for the benefit of employees in the plans. As of December 31, 2002,
the trustee held 3,123,651 shares of the issuer's Common Stock on behalf of
the plans, all of which had been allocated to plan participants. The plan
trustee votes shares allocated to participant accounts as directed by
participants subject to Section 404 of ERISA.

** Shares of Common Stock are held in the issuer's employee benefit plans in
various accounts and were allocated by the source of contribution
(employer, the predecessor to the employer or the employee). Shares of
Common Stock held by the trustee on behalf of the plans may be disposed of
by the plans or the trustee only in accordance with the terms of the plans.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

All of the securities are beneficially held by Vanguard Fiduciary Trust
Company in its fiduciary capacity, as trustee of certain employee benefit plans.
As a result, participants in the plans are entitled to receive dividends or
proceeds from the sale of shares reported in this Schedule 13G in accordance
with the terms of the plans.

Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.

Not Applicable


PAGE 5 OF 6 PAGES


Item 8. Identification and Classification of Members of the Group.

Not Applicable

Item 9. Notice of Dissolution of Group.

Not Applicable

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.

Vanguard Fiduciary Trust Company disclaims beneficial ownership of all
shares held in trust by the trustee that have been allocated to the individual
accounts of participants in the plans for which directions have been received,
pursuant to Rule 13d-4 under the Securities Exchange Act of 1934.


Signature

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

DATE: FEBRUARY 10, 2003


VANGUARD FIDUCIARY TRUST COMPANY, TRUSTEE



BY:_______________________________
NAME: JOSEPH DIETRICK
TITLE: ASSISTANT SECRETARY


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