EXHIBIT 3.16

Exhibit 3.16


BYLAWS

OF

BALL METAL PACKAGING SALES CORP.

(As of August 4, 1998)


ARTICLE I

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 II

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 share holders.

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 III

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


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constitute the whole board shall be determined by resolution of the board of
directors, 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


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authorize the execution of an affixation of the seal of the corporation to
all papers or documents which may require it.

(2) Neither the designation of any of the foregoing committees
or 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 IV

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. If designated by the board of directors to be the chief executive
officer of the corporation, the chairman of the board shall function as the
chief executive officer of the corpora-


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tion 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 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 the chairman
of the board has been designated chief executive officer, to the control of the
chairman of the board of directors. In the absence of a specific designation of
a chief executive officer of the corporation, the president 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. 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


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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:

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

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

(c) 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.

(d) 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.

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

(f) 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.

(g) 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:

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


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(b) 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.

(c) 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 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.

(d) 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.

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

(f) 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.

(g) 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 V

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.


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ARTICLE VI

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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