EXHIBIT 3.13

Exhibit 3.13


RESTATED

CERTIFICATE OF INCORPORATION

OF

HEEKIN CAN, INC.


Heekin Can, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation"), does hereby certify that the
Corporation was organized in the State of Delaware on August 23, 1982 under that
same name and that, pursuant to Sections 242 and 245 of the General Corporation
Law of the State of Delaware, the Restated Certificate of Incorporation is
hereby amended and restated to read in its entirety as follows:

FIRST: The name of the Corporation is Heekin Can, Inc. (hereinafter the
"Corporation").

SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at that address is The Corporation
Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
"GCL").

FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares of Common Stock, each having a par value
of one penny ($.01).

FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition,


limitation and regulation of the powers of the Corporation and of its
directors and stockholders:

(1) The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors.

(2) The directors shall have concurrent power with the stockholders to
make, alter, amend, change, add to or repeal the Bylaws of the Corporation.

(3) The number of directors of the Corporation shall be as from time to
time fixed by, or in the manner provided in, the Bylaws of the Corporation.
Election of directors need not be by written ballot unless the Bylaws so
provide.

(4) No director shall be personally liable to the Corporation or any of
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from
which the director derived an improper personal benefit. Any repeal or
modification of this Article FIFTH by the stockholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.

(5) In addition to the powers and authority hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and to all such acts and things as may be exercised or done by
the Corporation, subject, nevertheless, to the provisions of the GCL, this
Restated Certificate of Incorporation, and any Bylaws adopted by the
stockholders; provided, however, that no Bylaws hereafter adopted by the
stockholders shall invalidate any prior act of the directors which would have
been valid if such Bylaws had not been adopted.

SIXTH: Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the GCL) outside the State of Delaware at
such place or places as may be designated from time to time by the Board of
Directors or in the Bylaws of the Corporation.

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SEVENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

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IN WITNESS WHEREOF, the undersigned have hereunto caused this Restated
Certificate of Incorporation to be executed as of the 23rd day of June 1993.







By: /s/ R. David Hoover
------------------------------------------
Name: R. David Hoover
Title: President


ATTEST:

By: /s/ George A. Sissel
-------------------------------
Name: George A. Sissel
Title: Secretary

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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *


HEEKIN CAN, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said Corporation:

RESOLVED, That the Certificate of Incorporation of HEEKIN CAN, INC.,
be amended by changing the First Article thereof so that, as amended,
said Article shall be and read as follows:

"The name of the corporation is BALL METAL FOOD CONTAINER CORP."

SECOND: That in lieu of a meeting and vote of stockholders, the sole
stockholder of the Corporation have given unanimous written consent to said
amendment in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware.

Certificate of Incorporation shall be effective on its filing date.

IN WITNESS WHEREOF, said HEEKIN CAN, INC., has caused this certificate to
be signed by R. David Hoover, its Senior Vice President, and attested by
Elizabeth A. Overmyer, its Secretary, this 7th day of December 1995.

HEEKIN CAN, INC.

By:/s/ R. David Hoover
----------------------------------
R. David Hoover
Senior Vice President

ATTEST:

By:/s/ Elizabeth A. Overmyer
-------------------------------
Elizabeth A. Overmyer
Secretary

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