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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)

NAME OF ISSUER: Ball Corp.

TITLE OF CLASS OF SECURITIES: Common Stock

CUSIP NUMBER: 058498106

CUSIP NO. 058498106

(1) Names of Reporting Persons MELLON FINANCIAL CORPORATION
SS or IRS Identification Nos. Of Above Person IRS No. 25-1233834

(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ( ) (b) ( )

(3) SEC Use Only

(4) Citizenship or Place of Organization United States

Number of Shares (5) Sole Voting Power 173,615
Beneficially
Owned by Each (6) Shared Voting Power 314,000
Reporting Person
With (7) Sole Dispositive Power 151,530

(8) Shared Dispositive Power 333,100

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
510,115

(10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ( )

(11) Percent of Class Represented by Amount in Row (9) 1.68

(12) Type of Reporting Person (See Instructions) HC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
(Under the Securities and Exchange Act of 1934)

Item 1(a) Name of Issuer: Ball Corp.

Item 1(b) Address of Issuer's Principal Executive Offices:
10 Long Peak Dr.
Broomfield, CO 800212510
(303) 469-3131

Item 2(a) Name of Person Filing: Mellon Financial Corporation and any other
reporting person(s) identified on the
second part of the cover page(s).

Item 2(b) Address of Principal Business Office, or if None, Residence:
c/o Mellon Financial Corporation
One Mellon Center
Pittsburgh, Pennsylvania 15258
(for all reporting persons)

Item 2(c) Citizenship: United States

Item 2(d) Title of Class of Securities: Common Stock

Item 2(e) CUSIP Number: 058498106

Item 3 See Item 12 of cover page(s) ("Type of Reporting
Person") for each reporting person.

BK = Bank as defined in Section 3(a)(6) of the Act

IV = Investment Company registered under Section 8 of the
Investment Company Act

IA = Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940

EP = Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
Section 240.13-d(1)(b)(1)(ii)(F)

HC = Parent Holding Company, in accordance with Section
240.13-d(1)(b)(1)(ii)(G)

Item 4 Ownership: See Items 5 through 9 and 11 of cover page(s)
as to each reporting person.

The amount beneficially owned includes, where appropriate, securities
not outstanding which are subject to options, warrants, rights or
conversion privileges that are exercisable within 60 days. The filing
of this Schedule 13G shall not be construed as an admission that
Mellon Financial Corporation, or its direct or indirect subsidiaries,
including Mellon Bank, N.A., are for the purposes of Section 13(d) or
13(g) of the Act, the beneficial owners of any securities covered by
this Schedule 13G.

The following information applies if checked: ( ) Mellon Bank, N.A. is the
trustee of the issuer's employee benefit plan (the "Plan"), which is subject to
ERISA. The securities reported include all shares held of record by Mellon
Bank, N.A. as trustee of the Plan which have not been allocated to the
individual accounts of employee participants in the Plan. The reporting person,
however, disclaims beneficial ownership of all shares that have been allocated
to the individual accounts of employee participants in the Plan for which
directions have been received and followed.

Item 5 Ownership of Five Percent or Less of a Class: If this
statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following ( X )

Item 6 Ownership of More than Five Percent on Behalf of Another
Person: All of the securities are beneficially owned by Mellon Financial
Corporation and direct or indirect subsidiaries in their various
fiduciary capacities. As a result, another entity in every instance
is entitled to dividends or proceeds of sale. The number of
individual accounts holding an interest of 5% or more is ( 0 ).




Item 7 Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported by the Parent Holding Company:
See Exhibit I.

Item 8 Identification and Classification of Members of the Group: N/A

Item 9 Notice of Dissolution of Group: N/A

Item 10 Certification: By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or influencing
the control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having such
purposes or effect.
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. This filing is signed by Mellon Financial
Corporation on behalf of all reporting entities pursuant to Rule
13d-1(f)(1) promulgated under the Securities and Exchange Act of 1934,
as amended.

Date:

MELLON FINANCIAL CORPORATION


By: JACQLYN D. STEIN
------------------------
Jacqlyn D. Stein
Vice President,
Mellon Bank, N.A.
Attorney-In-Fact for
Mellon Financial Corporation

EXHIBIT I


The shares reported on the attached Schedule 13G are beneficially owned by the
following direct or indirect subsidiaries of Mellon Financial Corporation, as
marked (X):


(A) The Item 3 classification of each of the subsidiaries listed below is
"Item 3(b) Bank as defined in Section 3(a)(6) of the Act."

( X ) Boston Safe Deposit and Trust Company
( ) Mellon Bank (Delaware) National Association
( ) Mellon Bank (MD)
( X ) Mellon Bank, N.A. (also parent holding company of the Dreyfus
Corporation and Mellon Equity Associates)
( ) Mellon, F.S.B.
( ) Mellon Trust of California
( ) Mellon Trust Florida
( ) Mellon Trust of New York

(B) The Item 3 classification of each of the subsidiaries listed below is
"Item 3(e) Investment Advisor registered under Section 203 of the Investment
Advisers Act of 1940."

( ) Boston Safe Advisors
( ) Dreyfus Investment Advisors, Inc.
( ) Founders Asset Management LLC
( X ) Franklin Portfolio Associates Trust
( ) Laurel Capital Advisors
( X ) Mellon Capital Management Corporation
( X ) Mellon Equity Associates
( ) Newton Asset Management Limited
( ) Newton Capital Management Limited
( ) Newton Fund Managers Limited
( ) Newton International Investment Management Limited
( ) Newton Investment (IOM) Management Limited
( ) Newton Investment Management (Guernsey) Limited
( ) Newton Investment Management Limited
( ) Newton Management (Asia) Pte, Limited
( ) Royal Bank of Scotland Portfolio Management Limited
( ) Royal Bank of Scotland Unit Trust Management Limited
( ) Stewart Newton Fund Management (Mauritius) Limited
( ) Sundaram Newton Asset Management Pte Co, Ltd
( X ) The Dreyfus Corporation (also parent holding company of Dreyfus
Investment Advisors, Inc.)
( ) The Boston Company Asset Management, Inc.
( ) Wellington BES Limited

(C) The Item 3 classification of each of the legal entities listed below is
"Item 3(g) Parent Holdings Company, in accordance with Section
240.13d-I(b)(ii)(G)."

( X ) Boston Group Holdings, Inc. (parent holding company of The
Boston Company, Inc.)
( X ) MBC Investment Corporation (parent holding company of Laurel
Capital Advisors, Franklin Portfolio Associates, Mellon Bank,
F.S.B. and Mellon Capital Management Corporation)
( X ) Mellon Financial Corporation
( ) Nepturn LLC (parent holding company of Newton Management
Limited)
( ) Newton Management Limited (parent holding company of all Newton
entities listed in (B) above)
( X ) The Boston Company, Inc. (parent holding company of Boston Safe
Advisors, Inc., The Boston Company Asset Management, Inc.,
Boston Safe Deposit and Trust Company, Mellon Trust of
California, Mellon Trust of New York and Mellon Trust Florida)

NOTE: ALL OF THE LEGAL ENTITIES LISTED UNDER (A) AND (B) ABOVE ARE DIRECT OR
INDIRECT SUBSIDIARIES OF MELLON FINANCIAL CORPORATION. BENEFICIAL OWNERSHIP OF
MORE THAN FIVE PERCENT OF THE CLASS BY ANY ONE OF THE SUBSIDIARIES OR
INTERMEDIATE PARENT HOLDING COMPANIES LISTED ABOVE IS REPORTED ON A JOINT
REPORTING PERSON PAGE FOR THAT SUBSIDIARY ON THE ATTACHED SCHEDULE 13G AND IS
INCORPORATED IN THE TOTAL PERCENT OF CLASS REPORTED ON MELLON FINANCIAL
CORPORATION'S REPORTING PERSON PAGE. (DO NOT ADD THE SHARES OR PERCENT OF CLASS
REPORTED ON EACH JOINT REPORTING PERSON PAGE ON THE ATTACHED SCHEDULE 13G TO
DETERMINE THE TOTAL PERCENT OF CLASS FOR MELLON FINANCIAL CORPORATION.)