8-K: Current report filing

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

January 24, 1996
(Date of earliest event reported)

BALL CORPORATION
(Exact name of Registrant as specified in its charter)

Indiana 1-7349 35-0160610
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)

345 South High Street
Muncie, Indiana 47307
(Address of principal executive offices, including zip code)

(317) 747-6100
(Registrant's telephone number, including area code)


ITEM 5. OTHER EVENTS.

Rights Agreement

On January 24, 1996, the Board of Directors of Ball
Corporation (the "Company") approved the extension of the benefits afforded by
the Company's existing rights plan by adopting a new shareholder rights plan.
The new plan, like the existing plan, is intended to promote continuity and
stability, deter coercive or partial offers which will not provide fair value to
all shareholders and enhance the Board's ability to represent all shareholders
and thereby maximize shareholder values.

Pursuant to the new Rights Agreement between the Company and
First Chicago Trust Company of New York, as Rights Agent (the "1996 Rights
Agreement"), one Right will be issued for each outstanding share of common
stock, without par value, of the Company on the expiration of the existing
rights (August 4, 1996). Each of the new Rights will entitle the registered
holder to purchase from the Company one one-thousandth of a share of Series A
Junior Participating Preferred Stock, without par value, at a price of $130 per
one one-thousandth of a share. The Rights, however, will not become exercisable
unless and until, among other things, any person acquires 15% or more of the
outstanding common stock or the Board of Directors determines that a person is
an Adverse Person. A person who beneficially owns 10% or more of the
outstanding common stock of the Company will be declared an Adverse Person if
the Board of Directors determines (a) that such beneficial ownership is intended
to cause the Company to repurchase the common stock beneficially owned by such
person or to pressure the Company to take action or enter into transactions
intended to provide such person with short-term financial gain, that are not in
the best long-term interests of the Company and its shareholders, or (b) such
beneficial ownership is causing or reasonably likely to cause a material adverse
impact on the Company to the detriment of the Company's shareholders,
employees, suppliers, customers or community. The new Rights are redeemable
under certain circumstances at $.01 per Right and will expire, unless earlier
redeemed, on August 4, 2006.

The description and terms of the new Rights are set forth in
the 1996 Rights Agreement, a copy of which is filed herewith and is incorporated
herein by reference.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibits:

4.1 Rights Agreement, dated as of January 24, 1996, between Ball
Corporation and First Chicago Trust Company of New York, as
Rights Agent, which includes as Exhibit A the description of
Preferences and Rights of the Series A Junior Participating
Preferred Stock and as Exhibit B the form of Rights
Certificate.


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 hereunto duly authorized.

By:/s/ R. David Hoover
_______________________________
Name: R. David Hoover
Title: Executive Vice President
and Chief Financial Officer

Date: February 13, 1996


EXHIBIT INDEX

Exhibit Description

4.1 Rights Agreement, dated as of January 24, 1996, between Ball Corporation
and First Chicago Trust Company of New York, as Rights Agent, which
includes as Exhibit A the description of Preferences and Rights of the
Series A Junior Participating Preferred Stock and as Exhibit B the form of
Rights Certificate.