EXHIBIT 3.7

Exhibit 3.7


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RESTATED CERTIFICATE OF INCORPORATION

OF

BALL-INCON GLASS PACKAGING CORP.










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April 27, 1987




RESTATED CERTIFICATE OF INCORPORATION

OF

BALL-INCON GLASS PACKAGING CORP.

This Restated Certificate of Incorporation of Ball-Incon Glass Packaging
Corp. amends and restates the Certificate of Incorporation filed by Glasco Inc.
(now, by change of name, Ball-Incon Glass Packaging Corporation) with the
Secretary of State of the State of Delaware on November 25, 1986, and was duly
adopted in accordance with Section 242 and Section 245 of the General
Corporation Law of the State of Delaware. On the date this Restated Certificate
of Incorporation is filed, each of the 1,000 issued and outstanding shares of
Common Stock, $1.00 par value, of the Corporation, shall be converted into five
shares of Class A Common Stock, without par value.

FIRST: The name of this corporation (the "Corporation") is BALL-INCON GLASS
PACKAGING CORP.

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

THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 10,000 shares of Common Stock, without par value.
Such shares shall initially be issued in classes, of which 5,000 shares shall be
shares of Class A Common Stock, without par value, and 5,000 shares shall be
shares of Class B Common Stock, without par value. Each of such classes shall
have such powers and rights as are stated and expressed herein with respect to
such class. As provided in Section 2 of this Article FOURTH, the shares of Class
A Common Stock and Class B Common Stock are subject to conversion into shares of
a single class of Common Stock, without par value, which shall have such powers
and rights as are stated and expressed herein with respect to such class.


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Section 1. VOTING RIGHTS. (a) Except as otherwise expressly
provided in Article SEVENTH hereof and as otherwise required by law, until the
Class A Common Stock and Class B Common Stock are converted into a single class
of Common Stock pursuant to Section 2 of this Article FOURTH, any action
submitted to a vote of shareholders of the Corporation shall require the
affirmative vote of the majority of holders of the Class A Common Stock and the
Class B Common Stock, voting together as a single class, all such shares shall
have equal voting rights within their respective classes and the holders of such
shares shall have one vote, in person or by proxy, for each share thereof held.

(b) Except as otherwise required by law, upon conversion of the
Class A Common Stock and Class B Common Stock into a single class of Common
Stock, all shares of Common Stock shall have equal voting rights and the holders
of such shares shall have one vote, in person or by proxy, for each share
thereof held.

Section 2. CONVERSION OF SHARES. Immediately upon the
effectiveness of a registration statement under the Securities Act of 1933
relating to the public offering of any shares of Class A Common Stock or
Class B Common Stock, each outstanding share of Class A Common Stock and
Class B Common Stock shall automatically be converted into one fully paid and
nonassessable share of Common Stock, without par value, and thereafter all
such Common Stock shall constitute a single class. Upon such conversion, at
the written request of any stockholder of the Corporation delivered to the
Secretary of the Corporation, the Corporation and its Board of Directors (the
"Board") shall take such action as shall be necessary or appropriate to amend
this Restated Certificate of Incorporation to reflect such conversion.

Section 3. OTHER RIGHTS. Except as herein otherwise provided or
as otherwise expressly required by law, all shares of Class A Common Stock
and Class B Common Stock, and all shares of Common Stock into which such
shares are converted, shall be identical in all respects, including rights to
dividends and rights on liquidation.

FIFTH: Until the Class A Common Stock and Class B Common Stock are
converted into a single class of Common Stock pursuant to Section 2 of Article
FOURTH hereof (a) there shall be six directors of the Corporation divided into
two classes, (b) each such class shall consist of three directors and (c) the
holders of the Class A Common Stock, voting as a class, shall have the right to
elect three directors,


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and the holders of the Class B Common Stock, voting as a class, shall have
the right to elect three directors of the Corporation. After the conversion
of the Class A Common Stock and Class B Common Stock into a single class of
Common Stock (i) there shall be such number of directors, not less than
three, as the Board shall from time to time determine, (ii) such directors
shall not be divided into classes and (iii) the holders of the Common Stock
shall have the right to elect all the directors of the Corporation. Until the
Class A Common Stock and Class B Common Stock are converted into a single
class of Common Stock, upon the occurrence of any vacancies in the Board
otherwise than by expiration of term of office, a successor shall be elected
by a unanimous vote of the directors remaining in office representing the
same class of Common Stock as the director whose office has been vacated or
by an affirmative vote of a majority of the holders of shares of such class
of Common Stock. After the conversion of the Class A Common Stock and Class B
Common Stock into a single class of Common Stock, a successor shall be
elected by a majority of the directors then in office.

SIXTH: Subject to Article SEVENTH hereof, the Board shall have the power to
adopt, amend, alter or repeal the Bylaws of the Corporation as provided in such
Bylaws.

SEVENTH: Until the Class A Common Stock and Class B Common Stock are
converted into a single class of Common Stock, all Major Decisions (as defined
below), shall require a unanimous vote of all directors then in office or, in
the absence of such vote, an affirmative vote of the majority of holders of the
Class A Common Stock and of the majority of holders of the Class B Common Stock,
voting as separate classes. As used in this Article SEVENTH, a Major Decision
shall mean (i) any amendment to this Restated Certificate of Incorporation, (ii)
any amendment to the Bylaws of the Corporation, (iii) any issuance by the
Corporation of any capital stock, or any option or right to acquire any capital
stock of the Corporation, (iv) any borrowing or other financing by the
Corporation involving an obligation in excess of $10,000,000, (v) the
establishment of an annual capital expenditure budget by the Corporation or any
expenditure (or commitment for an expenditure) of more than $5,000,000 in any
year not provided for in an approved capital expenditure budget, (vi) any
acquisition of a business by the Corporation (whether by acquisition of stock or
assets or by merger or consolidation) for a consideration (inclusive of all
liabilities assumed and transaction costs) in excess of $10,000,000, (vii) the
expansion of the business of the Corporation into any area other than the
manufacture, sale and distribution of glass containers, whether such expansion
be by acquisition, start-up or otherwise, (viii) the election of the Chairman of
the Board and of the chief executive


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officer of the Corporation, (ix) the establishment of an annual dividend
policy by the Corporation other than as provided in the Agreement dated as of
January 29, 1987, among TBG Inc., Incon Packaging Inc., TBG Europe N.V., Ball
Corporation and Glasco Inc. (the "Agreement") or any expenditure or
investment that would reduce the availability of dividends under the
restrictions imposed by any agreement applicable to the Corporation, (x) the
establishment of employment terms for senior executive officers of the
Corporation, and (xi) any change of any matter agreed to in the Agreement.

EIGHTH: To the fullest extent that the General Corporation Law of the State
of Delaware as it exists on the date hereof or as it may hereafter be amended
permits the limitation or elimination of the liability of directors, no director
of the Corporation shall be liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. No amendment to or
repeal of this Article shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
In addition to any requirements of law and any other provisions herein (and
notwithstanding that a lesser percentage may be specified by law), the
affirmative vote of the holders of 80% or more of the voting power of the then
outstanding voting stock of the Corporation, voting together as a single class,
shall be required to amend, alter or repeal any provision of this Article.

IN WITNESS WHEREOF, Ball-InCon Glass Packaging Corp. has caused this
Restated Certificate of Incorporation to be signed by Richard J. Cutler, its
Senior Vice President, and attested by Stephen Green, its Assistant
Secretary, this 27th day of April 1987.

BALL-INCON GLASS PACKAGING CORP.
by

/s/ Richard J. Cutler
--------------------------------
Richard J. Cutler
Senior Vice President

ATTEST:
by

/s/ Stephen Green
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Stephen Green
Assistant Secretary



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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

* * * * *

BALL-InCON GLASS PACKAGING CORP., 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 BALL-InCON GLASS
PACKAGING CORP. 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 GLASS CONTAINER CORPORATION."

SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 28 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 BALL-InCON GLASS PACKAGING CORP. has caused this
certificate to be signed by George A. Sissel, its Chairman of the Board of
Directors, and attested by Elizabeth A. Overmyer, its Assistant Secretary, the
6th day of June 1994.

BALL InCON GLASS PACKAGING CORP.


By: /s/ George A. Sissel
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George A. Sissel, Chairman
of the Board of Directors
ATTEST:

By:/s/ Elizabeth A. Overmeyer
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Elizabeth A. Overmyer
Assistant Secretary



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