EXHIBIT 3.12

Exhibit 3.12


BYLAWS

OF

BALL METAL BEVERAGE CONTAINER CORP.

(AS OF AUGUST 4, 1998)


ARTICLE ONE

CAPITAL STOCK

SECTION A. CLASSES OF STOCK. The capital stock of the corporation shall
consist of shares of such kinds and classes, with such designations and such
relative rights, preferences, qualifications, limitations and restrictions,
including voting rights, and for such consideration as shall be stated in or
determined in accordance with the Articles of Incorporation and any amendment or
amendments thereof, or the Colorado Corporation Code.

SECTION B. CERTIFICATES FOR SHARES. All share certificates shall be
consecutively numbered as issued and shall be signed by the president or a vice
president and the corporate secretary or any assistant corporate secretary of
the corporation. Each certificate representing shares shall state upon its face
(a) the name of the corporation and that the corporation is organized under the
laws of the State of Colorado, (b) the name of the person to whom issued, and
(c) the number and class of the shares and the designation of the series, if
any, that the certificate represents.

SECTION C. STOCK WITHOUT CERTIFICATES. Notwithstanding the provisions of
Section B of this Article One, the board of directors may authorize, at its
election, the issuance of some or all of the shares of capital stock of the
corporation without certificates.

SECTION D. TRANSFER OF SHARES. The shares of the capital stock of the
corporation shall be transferred only on the books of the corporation by the


holder thereof, or by his attorney, upon the surrender and cancellation of the
stock certificate, whereupon a new certificate shall be issued to the
transferee. The board of directors shall have the right to appoint and employ
one or more stock registrars and/or transfer agents in the State of Colorado or
in any other state.


ARTICLE TWO

SHAREHOLDERS

SECTION A. ANNUAL MEETINGS. The regular annual meeting of the
shareholders of the corporation shall be held on the fourth Tuesday in April of
each year, or on such other date within a reasonable interval after the close of
the corporation's last fiscal year as may be designated from time to time by the
board of directors, for the election of the directors of the corporation, and
for the transaction of such other business as is authorized or required to be
transacted by the shareholders.

SECTION B. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the president, by the board of directors or by shareholders holding
not less than one-fourth of all of the shares of stock outstanding and entitled
by the Articles of Incorporation to vote upon the business to be transacted at
such meeting.

SECTION C. TIME AND PLACE OF MEETINGS. All meetings of the shareholders
shall be held at the principal office of the corporation or at such other place
within or without the State of Colorado and at such time as may be designated
from time to time by the board of directors.


ARTICLE THREE

DIRECTORS

SECTION A. NUMBER AND TERMS OF OFFICE. The business of the corporation
shall be controlled and managed in accordance with the Colorado Corporation Code
by a board of directors. The initial board of directors shall consist of three
(3) members. The initial board of directors shall hold office until the first
annual meeting of shareholders. Thereafter, the number of directors which shall
constitute the whole board shall be determined by resolution of the board of
direc-

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tors, or by the shareholders at the annual meeting, subject to the limitation
that the number may not be less than two (2) or more than nine (9).

SECTION B. REGULAR MEETINGS. The regular annual meeting of the board of
directors shall be held immediately after the adjournment of each annual meeting
of the shareholders.

SECTION C. SPECIAL MEETINGS. Special meetings of the board of directors
may be called at any time by the chairman of the board or by the board, by
giving to each director an oral or written notice setting the time, place and
purpose of holding such meetings.

SECTION D. TIME AND PLACE OF MEETINGS. All meetings of the board of
directors shall be held at the principal office of the corporation, or at such
other place within or without the State of Colorado and at such time as may be
designated from time to time by the board of directors.

SECTION E. NOTICES. Any notice, of meetings or otherwise, which is given
or is required to be given to any director may be in the form of oral notice.

SECTION F. COMMITTEES. The board of directors is expressly authorized to
create committees and appoint members of the board of directors to serve on
them, as follows:

(1) Temporary and standing committees, including an executive committee,
and the respective chairmen thereof, may be appointed by the board of directors,
from time to time. The board of directors may invest such committees with such
powers and limit the authority of such committees as it may see fit, subject to
conditions as it may prescribe. The executive committee shall consist of three
or more members of the board. All other committees shall consist of one or more
members of the board. All committees so appointed shall keep regular minutes of
the transactions of their meetings, shall cause them to be recorded in books
kept for that purpose in the office of the corporation, and shall report the
same to the board of directors at its next meeting. Within its area of
responsibility, each committee shall have and exercise all of the authority of
the board of directors, except as limited by the board of directors or by law,
and shall have the power to authorize the execution of an affixation of the seal
of the corporation to all papers or documents which may require it.

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(2) Neither the designation of any of the foregoing committees nor the
delegation thereto of authority shall operate to relieve the board of directors,
or any member thereof, of any responsibility imposed by law.

SECTION G. LOANS TO DIRECTORS. Except as consistent with the Colorado
Corporation Code, the corporation shall not lend money to or guarantee the
obligation of any director of the corporation.


ARTICLE FOUR

OFFICERS

SECTION A. ELECTION AND TERM OF OFFICE. The officers of the corporation
shall be elected by the board of directors at the regular annual meeting of
the board, unless the board shall otherwise determine, and shall consist of a
chairman of the board of directors, president, one or more vice presidents
(any one or more of whom may be designated as a "corporate," "group,"
"executive," "senior" or other functionally described vice president), a
corporate secretary, a treasurer and, if so elected by the board, may include
one or more assistant secretaries and assistant treasurers. The board of
directors may, from time to time, designate either the chairman of the board
or the president as the chief executive officer of the corporation, who shall
have general supervision of the affairs of the corporation. The board of
directors may, from time to time, designate a chief operating officer and a
chief financial officer from among the officers of the corporation. Each
officer shall continue in office until his successor shall have been duly
elected and qualified or until removed in the manner hereinafter provided.
Vacancies occasioned by any cause in any one or more of such offices may be
filled for the unexpired portion of the term by the board of directors at any
regular or special meeting of the board.

SECTION B. CHAIRMAN OF THE BOARD. The chairman of the board (if elected
by the board of directors) shall be chosen from among the directors and shall
preside at all meetings of the board of directors and shareholders. He shall
confer from time to time with members of the board and the officers of the
corporation and shall perform such other duties as may be assigned to him by the
board. In the absence of a specific designation of a chief executive officer of
the corporation, the chairman of the board shall function as the chief executive
officer of the corporation and shall have general and active management of the
corporation and see that all orders and resolutions of the board of directors
are carried into effect. Except where

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by law the signature of the president is required, the chairman of the board
shall possess the same power as the president to sign all certificates,
contracts, and other instruments of the corporation which may be authorized
by the board of directors. During the absence or disability of the president,
if the president has been designated chief executive officer, the chairman of
the board shall act as the chief executive officer of the corporation and
shall exercise all the powers and discharge all the duties of the president.

SECTION C. THE PRESIDENT. The president and his duties shall, at all
times, be subject to the control of the board of directors and, if a chairman of
the board has been elected, to the control of the chairman of the board. The
president shall have the power to sign and execute all deeds, mortgages, bonds,
contracts and other instruments of the corporation as authorized by the board of
directors, except in cases where the signing and execution thereof shall be
expressly designated by the board of directors or by these bylaws to some other
officer, official or agent of the corporation. The president shall perform all
duties incident to the office of president and such other duties as are properly
required of him by the bylaws. During the absence or disability of the chairman
of the board, the president shall exercise all powers and discharge all the
duties of the chairman of the board.

SECTION D. THE VICE PRESIDENTS. The vice presidents shall possess the
same power as the president to sign all certificates, contracts and other
instruments of the corporation which may be authorized by the board of
directors, except where by law the signature of the president is required. All
vice presidents shall perform such duties as may from time to time be assigned
to them by the board of directors, the chairman of the board and the president.
In the event of the absence or disability of the president, and at the request
of the chairman of the board, or in his absence or disability at the request of
the board of directors, the vice presidents in the order designated by the
chairman of the board, or in his absence or disability by the board of
directors, shall perform all of the duties of the president, and when so acting
they shall have all of the powers of and be subject to the restrictions upon the
president and shall act as a member of, or as a chairman of, any standing or
special committee of which the president is a member or chairman by designation
or ex officio.

SECTION E. THE CORPORATE SECRETARY. The corporate secretary of the
corporation shall:

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(1) Keep the minutes of the meetings of the shareholders and the board of
directors in books provided for that purpose.

(2) See that all notices are duly given in accordance with the provisions
of these bylaws and as required by law.

(3) Be custodian of the records and of the seal of the corporation, if
adopted, and see that the seal is affixed to all documents, the execution of
which on behalf of the corporation under its seal is duly authorized in
accordance with the provisions of these bylaws.

(4) Keep a register of the post office address of each shareholder, which
shall be furnished to the corporate secretary at his request by such
shareholder, and make all proper changes in such register, retaining and filing
his authority for all such entries.

(5) See that the books, reports, statements, certificates and all other
documents and records required by law are properly kept, filed and
authenticated.

(6) In general, perform all duties incident to the office of corporate
secretary and such other duties as may from time to time be assigned to him by
the board of directors.

(7) In case of absence or disability of the corporate secretary, the
assistant secretaries, in the order designated by the chief executive officer,
shall perform the duties of corporate secretary.

SECTION F. THE TREASURER. The treasurer of the corporation shall:

(1) Give bond for the faithful discharge of his duties if required by the
board of directors.

(2) Have the charge and custody of, and be responsible for, all funds and
securities of the corporation, and deposit all such funds in the name of the
corporation in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of these bylaws.

(3) At all reasonable times, exhibit his books of account and records, and
cause to be exhibited the books of account and records of any corporation a
majority

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of whose stock is owned by the corporation, to any of the directors of
the corporation upon application during business hours at the office of this
corporation or such other corporation where such books and records are kept.

(4) Render a statement of the conditions of the finances of the
corporation at all regular meetings of the board of directors, and a full
financial report at the annual meeting of the shareholders, if called upon so to
do.

(5) Receive and give receipts for monies due and payable to the
corporation from any source whatsoever.

(6) In general, perform all of the duties incident to the office of
treasurer and such other duties as may from time to time be assigned to him by
the board of directors.

(7) In case of absence or disability of the treasurer, the assistant
treasurers, in the order designated by the chief executive officer, shall
perform the duties of treasurer.


ARTICLE FIVE

CORPORATE SEAL

The corporation shall have a corporate seal, which shall be as follows: A
circular disc, on the outer margin of which shall appear the corporate name and
State of Incorporation, with the words "Corporate Seal" through the center, so
mounted that it may be used to impress these words in raised letters upon paper.
Use of the corporate seal shall not be required and shall not affect the
validity of any instrument whatsoever.


ARTICLE SIX

AMENDMENT



These bylaws may be altered, added to, amended or repealed by the board of
directors of the corporation at any regular or special meeting thereof.

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