EX. 99.3 INSTR. TO TENDER--SENIOR NOTES

EXHIBIT 99.3

BALL CORPORATION
INSTRUCTION TO REGISTERED HOLDER AND/OR DEPOSITORY
TRUST COMPANY PARTICIPANT FROM BENEFICIAL OWNER
FOR
OFFER TO EXCHANGE ITS
SERIES B 7 3/4% SENIOR NOTES DUE 2006
FOR ANY AND ALL OF ITS OUTSTANDING
SERIES A 7 3/4% SENIOR NOTES DUE 2006

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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 1998, UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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To Registered Holder and/or Depository Trust Company Participant:

The undersigned hereby acknowledges receipt of the Prospectus dated
, 1998 (the "Prospectus") of Ball Corporation, an Indiana
corporation (the "Company"), and the accompanying Letter of Transmittal (the
"Letter of Transmittal"), that together constitute the Company's offer (the
"Exchange Offer") to exchange its Series B 7 3/4% Senior Notes Due 2006 (the
"Exchange Notes") for all of its outstanding Series A 7 3/4% Senior Notes Due
2006 (the "Outstanding Notes"). Capitalized terms used but not defined herein
have the meanings ascribed to them in the Prospectus.

This will instruct you, the registered holder and/or Depository Trust
Company Participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Outstanding Notes held by you for the account
of the undersigned.

The aggregate face amount of the Outstanding Notes held by you for the
account of the undersigned is (FILL IN AMOUNT):

$___________________ of the 7 3/4% Senior Notes Due 2006.

With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):

/ / To TENDER the following Outstanding Notes held by you for the
amount of the undersigned (INSERT PRINCIPAL AMOUNT OF
ORIGINAL NOTES TO BE TENDERED (IF LESS THAN ALL)):
$________________

/ / NOT to TENDER any Outstanding Notes held by you for the
account of the undersigned.

If the undersigned instructs you to tender the Outstanding Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representation and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
undersigned is not an "affiliate" of the Company, (ii) any Exchange Notes to be
received by the undersigned are being acquired in the ordinary course of its
business, (iii) the undersigned has no arrangement or understanding with any
person to participate in a distribution (within the meaning of the Securities
Act) of Exchange Notes to be received in the Exchange Offer, and (iv) if the
undersigned is not a broker-dealer, the undersigned is not engaged in, and does
not intend to engage in, a distribution (within the meaning of the Securities
Act) of such Exchange Notes. The Company may require the undersigned, as a
condition to the undersigned's eligibility to participate in the Exchange Offer,
to furnish to the Company (or an agent thereof) in writing information as to the
number of "beneficial owners" within the meaning of Rule 13d-3 under the
Exchange
Act on behalf of whom the undersigned holds the Outstanding Notes to be
exchanged in the Exchange Offer. By tendering Outstanding Notes pursuant to the
Exchange Offer, a holder of Outstanding Notes which is a broker-dealer
represents and agrees, consistent with certain interpretive letters issued by
the staff of the Division of Corporation Finance of the Securities and Exchange
Commission to third parties, that such Outstanding Notes were acquired by such
broker-dealer for its own account as a result of market-making activities or
other trading activities, and it will deliver a Prospectus (as amended or
supplemented from time to time) meeting the requirements of the Securities Act
in connection with any resale of such Exchanges Notes (provided that, by so
acknowledging and by delivering a Prospectus, such broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act).

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SIGN HERE

____________________________________________________________________________
NAME OF BENEFICIAL OWNER(S)

__________________________________________________________________________

__________________________________________________________________________
SIGNATURE

__________________________________________________________________________

__________________________________________________________________________
NAME(S) (PLEASE PRINT)

__________________________________________________________________________

__________________________________________________________________________
(ADDRESS)

__________________________________________________________________________
(TELEPHONE NUMBER)

__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)

__________________________________________________________________________
DATE

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