8-A12B: Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

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

Indiana 35-0160610
(State of incorporation or (IRS Employer
organization) Identification
No.)

345 South High Street, Muncie, Indiana 47305-2326
(Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of
the Act:

Name of each exchange on
Title of each class which each class is to be
to be so registered registered

Preferred Stock New York Stock Exchange
Purchase Rights Chicago Stock Exchange
Pacific Stock Exchange

Securities to be registered pursuant to Section 12(g) of
the Act:

None
(Title of Class)


Item 1. Description of Registrant's Securities to be
Registered

On January 24, 1996, the Board of Directors of
Ball Corporation, an Indiana corporation (the "Company"),
declared a dividend of one right (a "Right") for each
outstanding share of Common Stock, without par value, of
the Company (the "Common Stock"). The dividend is
payable on August 4, 1996 (the "Record Date") to
stockholders of record at the close of business on the
Record Date. The Board of Directors of the Company also
authorized the issuance of one Right for each share of
Common Stock issued after the Record Date and prior to
the earliest of the Distribution Date (as defined below),
the redemption of the Rights and the expiration of the
Rights. Except as set forth below and subject to
adjustment as provided in the Rights Agreement (as
defined below), each Right entitles the registered holder
to purchase from the Company one one-thousandth of a
share of Series A Junior Participating Preferred Stock
(the "Preferred Stock") of the Company, at an exercise
price of $130 per Right (the "Purchase Price"). The
description and terms of the Rights are set forth in a
Rights Agreement, dated as of January 24, 1996 (the
"Rights Agreement"), between the Company and First
Chicago Trust Company of New York, as Rights Agent (the
"Rights Agent").

Upon payment of the dividend on August 4, 1996,
the Rights will attach to all Common Stock certificates
representing shares outstanding, and no separate Rights
Certificates (as defined below) will be distributed. The
Rights will separate from the Common Stock upon the
earliest of (i) the close of business on the tenth day
after the date of public disclosure that a person or group
(an "Acquiring Person"), together with persons affiliated
or associated with it, has acquired, or obtained the right
to acquire, beneficial ownership of 15% or more of the
outstanding Common Stock (the "Stock Acquisition Date"),
(ii) the close of business on the tenth business day (as
such date may be extended by the Board of Directors of the
Company) after the first date of the commencement or
disclosure of an intention to commence a tender offer or
exchange offer by a person and certain related entities if,
upon consummation of the offer, such person or group,
together with persons affiliated or associated with it,
could acquire beneficial ownership of 15% or more of the
outstanding Common Stock or (iii) the close of business on
the tenth business day following a determination by the
Board of Directors of the Company that a person (an
"Adverse Person"), alone or together with its affiliates
and associates, has become the beneficial owner of more
than 10% of the Common Stock and that (a) such beneficial
ownership is intended to cause the Company to repurchase
the Common Stock beneficially owned by such person or to
cause pressure on the Company to take action or enter into
transactions intended to provide such person with short-
term financial gain under circumstances where the Board of
Directors of the Company determines that the best long-term
interests of the Company would not be served by taking such
action or entering into such transactions at the time, or
(b) such beneficial ownership is causing or reasonably
likely to cause a material adverse impact on the business
or prospects of the Company (the earliest of such dates
being called the "Distribution Date"). Until the
Distribution Date (or earlier redemption or expiration of
the Rights), the Rights will be transferable with and only
with the Common Stock (except in connection with redemption
of the Rights). Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock
certificates issued after the Record Date upon transfer,
replacement or new issuance of Common Stock will contain a
notation incorporating the Rights Agreement by reference.
Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender for transfer of
any certificates for Common Stock will also constitute the
transfer of the Rights associated with the Common Stock
represented by such certificate.

As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the
Distribution Date. From and after the Distribution Date,
such separate Rights Certificates alone will evidence the
Rights.

The Rights will first become exercisable on the
Distribution Date (unless earlier redeemed). The Rights
will expire at the close of business on August 4, 2006 (the
"Expiration Date"), unless earlier redeemed by the Company
as described below.

The Purchase Price is subject to adjustment from
time to time to prevent dilution upon the (i) declaration
of a dividend on the Preferred Stock payable in shares of
Preferred Stock, (ii) subdivision of the outstanding
Preferred Stock, (iii) combination of the outstanding
Preferred Stock into a smaller number of shares, (iv)
issuance of any shares of the Company's capital stock in a
reclassification of the Preferred Stock (including any such
reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving
corporation), (v) grant to holders of the Preferred Stock
of certain rights, options, or warrants to subscribe for
Preferred Stock or securities convertible into Preferred
Stock at less than the current market price of the
Preferred Stock, or (vi) distribution to holders of the
Preferred Stock of other evidences of indebtedness, cash
(other than a regular quarterly cash dividend payable out
of the earnings or retained earnings of the Company),
subscription rights, warrants, or assets (other than a
dividend payable in Preferred Stock, but including any
dividend payable in stock other than Preferred Stock).

If any person shall become (a) an Acquiring
Person (except (i) pursuant to an offer for all outstanding
shares of Common Stock which the independent directors
determine to be fair to and otherwise in the best interest
of the Company and its shareholders and (ii) for certain
persons who report their ownership on Schedule 13G under
the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or on Schedule 13D under the Exchange Act,
provided that they do not state any intention to, or
reserve the right to, control or influence the Company and
such persons certify that they became an Acquiring person
inadvertently and they agree that they will not acquire any
additional shares of the Company's common stock) or (b) an
Adverse Person (either such event is referred to herein as
a "Triggering Event"), then the Rights will "flip-in" and
entitle each holder of a Right, except as provided below,
to purchase, upon exercise at the then-current Purchase
Price, that number of shares of Common Stock having a
market value of two times such Purchase Price.

Any Rights beneficially owned at any time on or
after the earlier of the Distribution Date and the Stock
Acquisition Date by an Acquiring Person, an Adverse Person
or an affiliate or associate of an Acquiring Person or an
Adverse Person (whether or not such ownership is
subsequently transferred) will become null and void upon
the occurrence of a Triggering Event, and any holder of
such Rights will have no right to exercise such Rights.

In the event that, following a Triggering Event,
the Company is acquired in a merger or other business
combination in which the Common Stock does not remain
outstanding or is changed (other than a merger which
follows an offer described in the second preceding
paragraph) or 50% of the assets or earning power of the
Company and its Subsidiaries (as defined in the Rights
Agreement)(taken as a whole) is sold or otherwise
transferred to any person (other than the Company or any
Subsidiary of the Company) in one transaction or a series
of related transactions, the Rights will "flip-over" and
entitle each holder of a Right to purchase, upon the
exercise of the Right at the then-current Purchase Price,
that number of shares of common stock of the acquiring
company (or, in certain circumstances, one of its
affiliates) which at the time of such transaction would
have a market value of two times such Purchase Price.

With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such
Purchase Price.

At any time prior to the earlier of (i) ten days
following the Stock Acquisition Date, and (ii) the
Expiration Date, the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right,
subject to adjustment. The Company may, at its option, pay
the redemption price in cash, shares of Common Stock (based
on the current market price of the Common Stock at the time
of redemption) or any other form of consideration deemed
appropriate by the Board of Directors of the Company.
Immediately upon the action of the Company's Board of
Directors electing to redeem the Rights, the right to
exercise the Rights will terminate and the only right of
the holders of Rights thereafter will be to receive the
applicable redemption price.

Until a Right is exercised, the holder thereof,
as such, will have no rights as a stockholder of the
Company, including, without limitation, the right to vote
or to receive dividends or distributions.

At any time prior to the Distribution Date, the
Company may, without the approval of any holder of the
Rights, supplement or amend any provision of the Rights
Agreement. Thereafter, the Rights Agreement may be amended
only to cure ambiguities, to correct inconsistent
provisions, to shorten or lengthen any time period
thereunder or in ways that do not adversely affect the
Rights holders. From and after the Distribution Date, the
Rights Agreement may not be amended to lengthen (A) a time
period relating to when the Rights may be redeemed at such
time as the Rights are not then redeemable, or (B) any
other time period unless such lengthening is for the
purpose of protecting, enhancing or clarifying the rights
of, and/or the benefits to, the holders of Rights (other
than an Acquiring Person or Adverse Person).

The Rights have certain anti-takeover effects.
The Rights may cause substantial dilution to a person or
group that attempts to acquire the Company on terms not
approved by the Company's Board of Directors. The Rights
should not interfere with any merger or other business
combination approved by the Company's Board of Directors
prior to the time a person or group has acquired beneficial
ownership of 15% or more of the Common Stock, because until
such time the Rights may be redeemed by the Company.

The foregoing summary description of the Rights
does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, a copy of
which is incorporated by reference as Exhibit 4.1 to this
Registration Statement. Copies of the Rights Agreement
will be available free of charge from the Company.

Item 2. Exhibits

The following documents are filed as exhibits to
this registration statement.

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 Preferences and Rights
of the Series A Junior Participating
Preferred Stock and as Exhibit B the
form of Rights Certificate
(incorporated by reference to the
Company's Current Report on Form 8-K,
dated February 14, 1996).

Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly
caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.

BALL CORPORATION

Date: August 1, 1996 By: /s/ Albert R. Schlesinger
Name: Albert R. Schlesinger
Title: Vice President and
Controller


EXHIBIT INDEX

EXHIBIT PAGE

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 Preferences and Rights
of the Series A Junior Participating
Preferred Stock and as Exhibit B the
form of Rights Certificate
(incorporated by reference to the
Company's Current Report on Form 8-K,
dated February 14, 1996).